China International Capital Corporation Limited(601995)
Verification opinions on the signing of financial service agreement and related party transactions between Xinjiang Tianshan Cement Co.Ltd(000877) and China Building Materials Group Finance Co., Ltd
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “independent financial consultant”) as an independent financial consultant for Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as ” Xinjiang Tianshan Cement Co.Ltd(000877) ,” listed company “or” company “) to issue shares, pay cash to purchase assets and raise supporting funds and related party transactions, in accordance with the administrative measures for major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) In accordance with the requirements of relevant laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 8 – major asset restructuring, Xinjiang Tianshan Cement Co.Ltd(000877) fulfilled the obligation of continuous supervision. According to the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, during the period of continuous supervision, The financial service agreement signed by Xinjiang Tianshan Cement Co.Ltd(000877) and China Building Materials Group Finance Co., Ltd. (hereinafter referred to as “finance company”) and related party transactions were carefully verified. The details of the verification are as follows: I. Introduction to the basic information and related party relationship of the finance company
1. Basic information
China Building Materials Group Finance Co., Ltd. is a non bank financial institution established with the approval of the former Bank Of China Limited(601988) Industry Regulatory Commission. It obtained the financial license issued by the Beijing regulatory bureau of Bank Of China Limited(601988) Industry Regulatory Commission on April 18, 2013. The finance company was officially established on April 23, 2013 with a registered capital of 1.2 billion yuan. The controlling shareholder of the company, China Building Materials Group Co., Ltd., contributed 700 million yuan, accounting for 58.33%, and Sinoma Cement Co., Ltd. contributed 500 million yuan, accounting for 41.67%. The basic information of the finance company is as follows: Name: China Building Materials Group Finance Co., Ltd
Legal representative: Zhan Yanjing
Registered address: Floor 9, building 2, No. 17, Fuxing Road, Haidian District, Beijing
Financial license institution code: l0174h21 Ping An Bank Co.Ltd(000001)
Unified social credit Code: 91110 Sgis Songshan Co.Ltd(000717) 83642×5
Registered capital: 1.2 billion yuan
Business scope:
(1) Handle financial and financing consulting, credit assurance and related consulting and agency business for member units; (2) Assist member units to realize the receipt and payment of transaction funds;
(3) Approved insurance agency business;
(4) Provide guarantee to member units;
(5) Handle entrusted loans between member units;
(6) Handle bill acceptance and discount for member companies;
(7) Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (8) Absorbing deposits from member units;
(9) Handle loans and financial leases for member units;
(10) Engage in interbank lending;
(11) Underwriting corporate bonds of member units;
(12) Securities investment (fixed income).
2. Basic information of internal control of finance company
The finance company has established an internal control system. Including: articles of association, various management systems and business operation processes, etc. The articles of Association defines the basic principles for the establishment of the company, the mode of capital contribution of shareholders and the business scope of the company, defines the rights and obligations of shareholders, and standardizes the functions and powers and rules of procedure of the board of shareholders, the board of directors and the board of supervisors; It stipulates the functions and powers of the general manager and the appointment and removal of the management, and emphasizes the importance of supervision and management and risk control. The authorization management measures standardize the basic authorization management system of the company, so that posts at all levels have duties and powers, commensurate functions and powers, equal rights and responsibilities, give full play to the incentive and restraint mechanism, and form a streamlined and efficient working atmosphere.
According to the requirements of modern corporate governance structure, the financial company establishes the shareholders’ meeting, the board of directors and the board of supervisors in accordance with the principle of “three separate meetings, three separate powers, effective restriction and coordinated development”. Set up the company’s organizational structure according to the principle of mutual checks and balances among operation, supervision and feedback systems. There are two professional committees under the board of directors, including risk management committee and audit committee. The finance company has formulated a sound internal control management system and risk management system to supervise and audit the company’s business activities through the risk department and the audit department. Each business department shall formulate corresponding standardized operation procedures, operation standards and risk prevention measures according to each business. Each department shall separate responsibilities and supervise each other, and predict, evaluate and control various risks in business operation.
Important control activities of the finance company:
(1) Settlement business control
1) Establish internal control system for settlement business
In accordance with various rules and regulations stipulated by relevant state departments and the people’s Bank of China, the finance company has formulated business systems and operation processes such as account management measures, settlement business management measures, deposit business management measures and settlement business internal risk control system, so as to clarify the operation norms and control standards of various settlement and deposit businesses and effectively control business risks.
2) Ensure the safety of enterprise funds
Strictly abide by the principle of fair and voluntary operation of the deposit insurance committee, and strictly safeguard the legitimate rights and interests of the parties in the operation of the deposit insurance committee.
3) Timely handle centralized fund management and internal transfer settlement business
The enterprise opens a settlement account in the financial company, submits instructions through logging in the online financial service system of the financial company or submits written instructions to the financial company to realize capital settlement, and strictly ensure the safety, quickness and smoothness of settlement. The settlement department has handling posts and review posts to ensure timely and accurate accounting and timely feedback of problems found. In order to reduce the risk, the finance company will hand over the check, the reserved bank financial seal and the reserved bank seal to different personnel in charge.
(2) Credit business control
1) Build internal control system for credit business
In order to effectively control the risk of credit business, the finance company has formulated a series of management measures, including the measures for the management of customer credit rating, the measures for the management of credit extension, the measures for the management of RMB loans, the measures for the management of bill discount, rediscount and rediscount business, in accordance with the general principles of loans, the measures for the management of enterprise group finance companies and the relevant provisions of Bank Of China Limited(601988) Insurance Regulatory Commission and the people’s Bank of China, And formulate the corresponding operation process.
2) We will strictly implement the mechanism of separating examination and loan approval and hierarchical examination and approval
The finance company manages the credit business in accordance with the principle of “separation of loan approval and hierarchical approval”. After the credit department issues the comprehensive credit line investigation report, it shall be submitted to the risk department for review. The risk department shall verify it according to the opinions of the credit department. After putting forward the review opinions, the credit shall be approved by the credit review committee, the Party committee, the general manager’s office meeting and the board of directors. The board of directors of the finance company is the highest decision-making body for credit approval.
The credit department is responsible for the operation and management of the credit business. The credit department issues a business investigation report to the applicant, the risk department issues a risk evaluation report to the credit business, and the credit review committee reviews and issues the resolution of the loan review committee. According to the provisions of the annual basic power of attorney, it can be handled after being approved by the general manager and the chairman.
3) Post loan inspection
The credit department is responsible for post loan inspection, including contacting customers, understanding and collecting information about customers, supervising and inspecting the situation of credit business applicants and guarantors, inspecting the risk early warning, quality classification and customer credit rating of credit business, and implementing relevant specific credit business management measures.
(3) Information system control
In order to ensure the safe, steady and efficient operation of the finance company, the finance company has formulated the information system operation management measures, business management information system security management measures, information security management measures, digital certificate management measures, information system emergency plan, etc., and introduced the online financial service system developed by professional software companies, covering settlement, credit Financial and other system docking platforms.
The core system of the finance company has perfect risk control process, which provides data analysis basis and decision support for risk management and internal control. Risk control mainly embodies risk avoidance in advance, risk approval in process and risk monitoring afterwards. The core system can automatically identify and control key business risk points such as settlement business, credit business and capital business.
To sum up, the financial company’s risk management system is sound and effective. In terms of fund management, the financial company controls the risk of capital flow better; In terms of credit business, the finance company has established corresponding credit business risk control procedures and more advanced risk management means to control the overall risk at a reasonable level. 3. Operation management and risk management of finance company
At present, the finance company has carried out deposit, loan, bill, settlement, spot foreign exchange settlement and sales, letter of guarantee, interbank and intermediary business and other business types. As of December 31, 2021, the total assets of the finance company are 18711290300 yuan, the total liabilities are 1723325600 yuan and the total owner’s equity is 1478034700 yuan; In 2021, the company realized an operating income of 402004700 yuan and a net profit of 588544 million yuan. By the end of 2021, it had absorbed 171651012 million yuan of deposits and issued 9901646600 yuan of loans and advances. (Unaudited)
Since its establishment, the finance company has always adhered to the principle of sound operation, standardized its business behavior and strengthened its internal management in strict accordance with the company law of the people’s Republic of China, the banking supervision and administration law of the people’s Republic of China, the accounting standards for business enterprises, the measures for the administration of financial companies of enterprise groups, relevant national financial regulations and rules and the articles of association.
At present, the internal control of the finance company is effective, the risk is controllable, the operation is in good condition, there is no violation of the provisions of the measures for the administration of financial companies of enterprise groups, and has not brought any potential safety hazards to the company’s deposited funds.
2、 Overview of related party transactions
After the deliberation and approval of the fifth extraordinary general meeting of shareholders in 2021, the company signed the financial service agreement with the finance company, which mainly includes: the finance company provides deposits, comprehensive credit, settlement and other financial services for the company. The daily deposit balance (including accrued interest) in 2021 and 2022 shall not exceed 700 million yuan and 730 million yuan, and the annual comprehensive credit balance (including accrued interest) in 2021 and 2022 shall not exceed 850 million yuan and 120 million yuan.
1. In 2021, the company and its subsidiaries accepted the financial services provided by related party financial companies. The daily related party transactions between the company and the finance company mainly include the deposit, comprehensive credit, settlement and other services provided by the finance company for the company. The deposit interest rate of the company in the finance company will comply with the provisions of national laws, regulations and normative documents.
2. The finance company and the company are the same controlling shareholder. According to the listing rules and regulations of Shenzhen Stock Exchange, the finance company is the affiliated legal person of the company. The finance company provides deposits, loans, settlement and other businesses for the company, which constitutes the related party transactions of the company.
3、 Main terms and conditions of financial services agreement
Party A: Xinjiang Tianshan Cement Co.Ltd(000877)
Party B: China Building Materials Group Finance Co., Ltd
(I) the finance company provides deposit services, settlement services and other financial services to the company according to the needs of the company.
(II) the agreement is valid until December 31, 2022.
(III) trading limit:
1. Deposit service: in 2021 and 2022, the maximum daily deposit balance (including accrued interest) deposited by Party A with Party B shall not exceed RMB 700 million and RMB 730000 million. If Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall transfer the excess deposit to the bank account of Party A and its subsidiaries within 3 working days.
2. Comprehensive credit service: in 2021 and 2022, the balance of comprehensive credit (including accrued interest) provided by Party B to Party A shall not exceed RMB 850 million and RMB 120 million at most.
3. Settlement service: during the validity of this agreement, Party B will not charge any fee for the settlement service provided by Party B to Party A.
After verification, the terms of the above financial services agreement are complete and in line with the provisions of relevant laws and regulations. 4、 Financial services agreement pricing principles
Party A: Xinjiang Tianshan Cement Co.Ltd(000877)
Party B: China Building Materials Group Finance Co., Ltd
1. The deposit interest rate of Party B’s deposit service for Party A shall not be lower than: (I) the deposit interest rate of the same type of the people’s Bank of China in the same period; (II) the interest rate of similar deposits paid by Party B to other member companies of China building materials group except Party A under the same conditions in the same period; And (III) under the same conditions in the same period, ordinary commercial banks in China are the same
2. The loan interest rate provided by Party B to Party A shall not be higher than: (I) the benchmark interest rate of the same type of loan of the people’s Bank of China in the same period; (II) the interest rate charged by Party B to other member companies of China building materials group except Party A for similar loans under the same conditions in the same period; And (III) the interest rate charged by general commercial banks in China for similar loans to Party A under the same conditions in the same period, and Party B does not require Party A to provide mortgage for loan services with any assets of Party A; 3. Party B shall provide comprehensive credit services to Party A in accordance with the general commercial terms;
4. Other financial services: if the people’s Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission has charging standards for similar financial services, the fees charged by Party B for providing other financial services shall comply with relevant regulations, and the fees shall not be higher than: (I) the fees charged by Party B to other member companies of China building materials group except Party A for similar financial services under the same conditions in the same period; And (II) the fees charged by general commercial banks in China to Party A for similar financial services under the same conditions in the same period.
After verification, the pricing principle of the financial services agreement between the company and the finance company is reasonable, and there is no case of transferring interests to the finance company and the controlling shareholders, or damaging the interests of the listed company.
5、 Execution of related party transactions of finance company
Tianzhi International Certified Public Accountants (special general partnership) issued the special instructions for Xinjiang Tianshan Cement Co.Ltd(000877) deposits, loans and other financial businesses involving related party transactions of the finance company (tianshiye Zi [2022] No. 5779). As of December 31, 2021, the company’s loan balance in the finance company was 1153 million yuan and the deposit balance was 5353718200 yuan. According to the financial service agreement signed between the company and the finance company, the company’s daily deposit balance in the finance company in 2021 (including
