Foshan Nationstar Optoelectronics Co.Ltd(002449)
Report on risk assessment of Guangdong Guangsheng Finance Co., Ltd
According to the information disclosure requirements of Shenzhen Stock Exchange, in combination with the financial license, business license of enterprise legal person and other certificates and materials provided by Guangdong Guangsheng Finance Co., Ltd. (hereinafter referred to as “Guangsheng finance company” or “finance company”), and reviewed the financial reports of Guangsheng finance company, including balance sheet, income statement and so on, Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”) on the business qualification The business and risk status have been assessed, and the relevant risk assessment is now reported as follows: I. Basic information of the financial company
Guangdong Guangsheng Finance Co., Ltd. is a non bank financial institution approved by Bank Of China Limited(601988) industry supervision and Administration Commission (now Bank Of China Limited(601988) insurance supervision and Administration Commission, hereinafter referred to as “CBRC”) (financial license institution code: l0216h244010001) and registered by Guangdong market supervision and Administration Bureau (unified Social Credit Code: 9144 Digital China Group Co.Ltd(000034) 5448548l), which is subject to the supervision and administration of CBRC according to law. According to the measures for the administration of financial companies of enterprise groups issued by the China Banking and Insurance Regulatory Commission, financial companies provide financial management services for enterprise group member enterprises for the purpose of strengthening the centralized management of enterprise group funds and improving the efficiency of the use of enterprise group funds.
The registered capital of the finance company is invested by Guangdong Guangsheng Holding Group Co., Ltd. (formerly Guangdong Guangsheng Asset Management Co., Ltd., hereinafter referred to as “Guangsheng group”), the member units Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) and Foshan Nationstar Optoelectronics Co.Ltd(002449) of Guangsheng group, with a capital contribution of RMB 1 billion, RMB 100 million and RMB 30 million respectively. The registered and business address: building 52, No. 17, Zhujiang West Road, Tianhe District, Guangzhou City, Guangdong Province, was opened in June 2015.
The finance company carries out business within the business scope approved by Guangdong banking and Insurance Regulatory Bureau. At present, the business scope of the finance company includes: handling financial and financing consulting, credit assurance and relevant consulting and agency business for member units; Assist and member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Fixed income securities investment; Other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission.
2、 Basic information of internal control of finance company
(I) financial corporate governance structure
The finance company shall establish and improve the corporate governance system in accordance with the company law, the guidelines for corporate governance of commercial banks and other relevant provisions, and the shareholders’ meeting of the finance company shall be the highest authority of the finance company. The Party branch committee of the finance company was established with the approval of the Party committee of Guangsheng group, which is composed of four members and is responsible for the pre research on the “three important and one large” issues. The board of directors, composed of five directors, is the highest decision-making body of the finance company; The board of supervisors is composed of three supervisors (including one employee supervisor), which is the supervision organization of the financial company; The board of directors has a comprehensive budget management committee, a risk management committee and an audit committee; The business management includes the general manager and deputy general manager, and has set up a credit review committee, an investment decision-making committee and an information technology management committee. The board of shareholders, board of directors, board of supervisors and senior management of the finance company have formulated standardized rules of procedure, decision-making procedures and clear authorization system to ensure that all business management is carried out within the scope of authorization.
The finance company implements the general manager responsibility system under the leadership of the board of directors. At present, nine functional departments are set up to be responsible for the daily operation and management of the finance company. The front office department is the settlement business department, capital and credit department and financing control department, the middle office department is the risk management department and finance department, and the back office department is the party masses work department, discipline inspection and audit department, office (Legal Center) and information technology department. Each department has a clear description of department responsibilities and post responsibilities, which realizes the effective separation of front, middle and back office departments, posts and personnel.
1. Shareholders’ meeting: the highest authority.
The shareholders’ meeting shall exercise the following functions and powers: make resolutions on the listing of the company; Deliberating and approving the rules of procedure of the board of shareholders, the board of directors and the board of supervisors; Review and approve the equity incentive plan; Decide on the company’s business policy and investment plan; Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; Review and approve the report of the board of directors; Review and approve the reports of the board of supervisors or supervisors; Review and approve the company’s annual financial budget plan and final account plan; Review and approve the company’s profit distribution plan and loss recovery plan; Make resolutions on the increase or decrease of the company’s registered capital; Make resolutions on the disposal of equity invested by the company; Make resolutions on the new business scope of the company; Make resolutions on the issuance of corporate bonds; Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Amend the articles of Association; Make resolutions on the employment or dismissal of accounting firms that conduct regular statutory audits of the company’s financial reports; Make resolutions on the company’s external donation and sponsorship; Review and approve other matters that shall be decided by the shareholders’ meeting as stipulated in laws and regulations, regulatory provisions or the articles of association.
2. Party branch committee: leadership core and political core.
The Party branch committee of the finance company shall be established with the approval of the superior party organization according to the management authority. The Party branch committee plays a leading and political core role in the finance company, undertakes the responsibility of strictly managing the party and implementing the main responsibility of building a clean and honest government, is responsible for ensuring and supervising the implementation of the principles and policies of the party and the state in the finance company, pre studies and discusses major issues of the enterprise, implements the principle of the party managing cadres and talents, and adheres to and improves the leadership system of two-way entry and cross appointment, Strengthen the supervision of enterprise leaders, lead the enterprise’s ideological and political work, spiritual civilization construction, trade unions, the Communist Youth League and other mass organizations, implement the supervision responsibility of building a clean and honest government, and perform the party’s responsibility of discipline review and discipline supervision.
3. Board of directors: the highest decision-making body.
The board of directors is responsible for the shareholders’ meeting and exercises the following functions and powers in accordance with the company law: convening and presiding over the shareholders’ meeting; Formulate the amendment plan of the articles of Association; Formulate the rules of procedure of the shareholders’ meeting and the board of directors and submit them to the shareholders’ meeting for approval; Deliberating and approving the working rules of the special committee of the board of directors; Implement the resolutions of the shareholders’ meeting and report to the shareholders’ meeting; Decide on the company’s business plan, investment plan, asset purchase, asset disposal and write off, data governance and other matters; Formulate the company’s annual financial budget plan and final settlement plan; Formulate the company’s profit distribution plan and loss recovery plan; Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; Formulate plans for the merger, division, dissolution, liquidation, reorganization, bankruptcy, change of corporate form, major investment and financing and guarantee matters of the company, and submit them to the shareholders’ meeting for approval; Decide on investment, financing, guarantee, asset disposal and other matters other than the resolutions of the shareholders’ meeting; Determine the basic management system of the company; Decide on the establishment of the company’s internal management organization; Formulate the company’s risk tolerance, risk management and internal control policies, take the ultimate responsibility for comprehensive risk management, be responsible for the company’s information disclosure, and take the ultimate responsibility for the authenticity, accuracy, integrity and timeliness of accounting and financial reports; Regularly evaluate and improve corporate governance; Appoint or dismiss the company’s senior managers, determine their remuneration, rewards and punishments, and supervise the senior management to perform their duties in accordance with the regulations of the supervision and Guangsheng group; To request the shareholders’ meeting to employ or dismiss an accounting firm that conducts regular statutory audit of the company’s financial reports; Listen to and review the work report of the general manager; Other functions and powers in the form of authorization by laws, administrative regulations, the articles of association and the shareholders’ meeting.
4. Budget Management Committee: the deliberative and executive body under the board of directors.
Exercise the following functions and powers within the scope authorized by the board of directors in accordance with the articles of association and the rules of procedure of the comprehensive budget management committee: review the comprehensive budget management system of the finance company, including budget preparation methods and procedures; Determine the overall budget objectives and budget decomposition scheme of the finance company according to the strategic planning and annual business objectives of the finance company; Comprehensively balance the draft budget of the finance company; Issue the formal annual budget approved by the board of directors; Coordinate and solve major problems in budget preparation and implementation; Examine and approve the budget adjustment plan in accordance with the authorization; Review budget assessment and reward and punishment plans; Other budget management matters authorized by the board of directors.
5. Risk Management Committee: the deliberative and executive body under the board of directors.
Exercise the following functions and powers within the scope authorized by the board of directors in accordance with the articles of association and the rules of procedure of the risk management committee: review the overall objectives and policies of the financial company’s risk management and submit them to the board of directors for approval; Review the annual risk management report of the finance company, master the risk level and management status, and report to the board of directors for approval; Review the risk management plan and major risk management response strategy of the important business of the finance company, and report to the board of directors for approval; Review the basic system of risk management and internal control of the financial company and submit it to the board of directors for approval; Examine and approve the risk management organization setting and responsibility scheme of the finance company; Examine and approve the work plan of the finance company for the identification, measurement, monitoring and control of various risks; Other risk management matters authorized by the board of directors.
6. Audit Committee: the deliberative and executive body under the board of directors.
Exercise the following functions and powers within the scope authorized by the board of directors in accordance with the articles of association and the rules of procedure of the Audit Committee: propose to hire or replace the external audit institution; Review the formulation and implementation of the internal audit system of the finance company; Coordinate the communication between internal audit and external audit; Review the financial information of the financial company and its disclosure; Review the internal control system of the finance company; Organize the audit of major related party transactions of the financial company; Cooperate with the audit work organized by the board of supervisors; The annual audit plan of the company shall be submitted to the board of directors for approval; Examine and approve the internal and external audit report of the finance company and submit it to the board of directors; Supervise audit rectification; Other matters authorized by the board of directors of the finance company.
The board of supervisors shall be responsible to the shareholders’ meeting and exercise the following functions and powers in accordance with the company law: regularly report to the shareholders’ meeting of the finance company; Check the implementation of relevant laws, regulations, rules and regulations by the finance company; Check the financial situation of the company; Supervise the acts of directors and senior managers in performing their duties of the company, and put forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the decisions of shareholders; Require the directors and senior managers to correct when their acts harm the interests of the finance company; Propose to convene an interim meeting of the board of directors; Other functions and powers conferred by laws, regulations, the articles of association and the shareholders’ meeting.
8. Management: one general manager and several deputy general managers.
The management is responsible to the board of directors. The general manager is nominated by the chairman and the deputy general manager is nominated by the general manager. The general manager and deputy general manager shall be appointed or dismissed by the board of directors after being approved by the banking regulatory authority. The general manager is responsible for the daily operation and management activities of the finance company and exercises his / her functions and powers in accordance with the articles of association and the authorization of the board of directors. The deputy general manager is responsible for assisting the general manager in his / her work within the scope of work or authorization.
9. Credit review committee: it is a special organization authorized by the general manager, which is responsible for the formulation of various credit policies and plans of the finance company and the approval of credit projects, and is responsible to the general manager.
The main responsibilities of the credit review committee are as follows: approve all credit businesses of the finance company within the scope of authorization; Review the annual credit policy and credit plan of the finance company and report to the general manager’s office meeting for approval; Review the work plan of the finance company to optimize the quality and structure of credit assets, and report to the general manager’s office meeting for approval; Examine and approve the specific management measures and operating procedures of the finance company related to credit business; Organize the research and analysis of the credit assets of the finance company, and put forward work requirements and guidance for the credit business operation of the finance company; Other duties authorized by the general manager.
10. Investment decision making Committee: it is a special working organization authorized by the general manager to be responsible for the review and approval of the foreign investment business of the finance company, and is responsible to the general manager.
The main responsibilities of the investment decision-making committee are as follows: To review the annual investment strategy and investment plan of the financial company and report to the general manager’s office meeting for approval; Organize the research and analysis of the investment assets of the finance company, and put forward work requirements and guidance for the investment business operation of the finance company; Review the work plan of the finance company to optimize the quality and structure of investment assets, and report to the general manager’s office meeting for approval; Review the major investment and financing plans of the finance company and submit them to the board of directors for approval; Examine and approve the investment business within the scope of authorization; Examine and approve the specific management methods and operating procedures of the finance company related to investment business; Other duties authorized by the general manager.
11. Information Technology Management Committee: under the authorization of the general manager, it is a special organization responsible for analyzing the development and risk management of information technology business, formulating information technology development policies, management systems and relevant technical requirements, and reviewing information technology business and budget. It is responsible to the general manager.
The main responsibilities of the information technology management committee are as follows: To review the information technology management structure scheme and adjustment scheme of the financial company in a certain period; Review and approve the information technology strategy; Review the report on the development of information technology management business and risk management; Evaluate the overall effect and efficiency of information technology and its risk management; Master the main it risks, determine the acceptable risk level, and ensure that relevant risks can be identified, measured, monitored and controlled. Review information technology risk level, emergency response plan, etc; Review the annual information technology management risk report; Review the annual budget and actual expenditure report of information technology.
12. Functional departments: there are nine functional departments: settlement business department, capital and credit department, financing control department, finance department, risk management department, party masses work department, discipline inspection and audit department, office (legal affairs center) and information technology department.
(1) The settlement business department is the Department responsible for carrying out settlement related businesses of the company. Its specific responsibilities include: carrying out fund collection of group companies and fund supervision of member enterprises; Manage the internal and external accounts of the company and its member enterprises; Be responsible for the payment, settlement and accounting of the company’s capital business (settlement voucher); Manage the company’s Treasury, important blank vouchers and financial seals; Be responsible for capital reconciliation with banks and member enterprises; Responsible for deposit and reconciliation of deposit reserves; Be responsible for the communication and coordination of settlement business with member enterprises and banks; Formulate rules, regulations and processes related to settlement business. (2) The fund and credit department is the Department responsible for counterpart, managing member units (customers), accepting and handling credit business, fund management and operation, bank financing and interbank business. Its specific responsibilities include: organizing the implementation of credit business, expanding and implementing the centralized management of the group’s financial resources, providing high-quality financial services for member units by using financial instruments and professional skills, and managing the company’s guarantee business
