Sino German Securities Co., Ltd
About China Suntien Green Energy Corporation Limited(600956)
Special verification opinions on financial service framework agreement and related party transactions with Hebei Construction Investment Group Finance Co., Ltd
As the sponsor of China Suntien Green Energy Corporation Limited(600956) (hereinafter referred to as China Suntien Green Energy Corporation Limited(600956) , "the company") for initial public offering and listing of A-Shares and non-public offering of a shares, Zhongde Securities Co., Ltd. (hereinafter referred to as "Zhongde securities", "sponsor") shall, in accordance with the administrative measures for securities issuance and listing sponsor business According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, China Suntien Green Energy Corporation Limited(600956) fulfilled the obligation of continuous supervision.
In accordance with the provisions of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 5 - transactions and related party transactions, during the continuous supervision period, the company has carefully and prudently verified the matters related to the financial services framework agreement between the company and Hebei Construction Investment Group Finance Co., Ltd. (hereinafter referred to as the "finance company"), and issued the following verification opinions: I. Introduction to the basic information and related party relationship of the finance company
1. Basic information
Finance company is a non bank financial institution established with the approval of Bank Of China Limited(601988) Industry Regulatory Commission. The code of financial license is 00534688, and the unified social credit code of enterprise legal person business license is 91130 Shenzhen Zhenye(Group)Co.Ltd(000006) 165450xj.
The registered capital of the finance company is 2 billion yuan, of which Hebei Construction Investment Group Co., Ltd. contributes 1.2 billion yuan, accounting for 60% of the registered capital; The company invested 200 million yuan, accounting for 10% of the registered capital Jointo Energy Investment Co.Ltd.Hebei(000600) invested 200 million yuan, accounting for 10% of the registered capital; Hebei Construction Investment Transportation Investment Co., Ltd. invested 200 million yuan, accounting for 10% of the registered capital; Hebei Jiantou Water Investment Co., Ltd. invested 200 million yuan, accounting for 10% of the registered capital. Legal representative: Yuan Yanming, registered address: block a, Yuyuan Plaza, No. 9, Yuhua West Road, Shijiazhuang.
With the approval of Bank Of China Limited(601988) Industry Regulatory Commission (hereinafter referred to as "CBRC"), the company's business includes: handling financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans and entrusted investment 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; Underwriting corporate bonds of member units; Securities investment; Engage in interbank lending; Other businesses approved by the CBRC.
2. Basic information of internal control of finance company
(1) Internal control environment
The financial company has a sound corporate governance structure, scientific and standardized management and operation, and has established an organizational structure with reasonable division of labor, clear responsibilities and clear reporting relationship, which provides necessary preconditions for the effectiveness of risk management. The company has set up its organizational structure in accordance with the principle of mutual checks and balances among decision-making system, execution system and supervision and feedback system: the decision-making system includes the shareholders' meeting, the board of directors and its subordinate Risk Management Committee; The execution system includes the senior management and its subordinate credit review committee, investment and financing Committee and various business functional departments; The supervision and feedback system includes the board of supervisors, the audit committee under the board of directors and the risk management department and audit department directly responsible to the board of directors. It constructs three working procedures and risk prevention and control system with the separation of front office, middle office and back office. The organization chart is as follows:
(2) Risk identification and assessment
The implementation of the internal control of the finance company is organized by the risk management department and supervised by the audit department. Within the scope of their responsibilities, various departments and institutions formulate their own different risk control systems, standardized operating procedures, operating standards and risk prevention measures according to the different characteristics of various businesses, mainly including credit risk, operational risk, liquidity risk and information system risk. The responsibilities of various departments are separated and supervised each other, Predict, evaluate and control various risks in self operation.
(3) Internal control measures
The risk control of the finance company focuses on the credit risk and operational risk in credit business such as credit, loan and bill, capital security and operational risk in settlement business, corporate liquidity risk and computer information system risk. The following measures shall be taken for risk control of key businesses: inspection of functional departments, behavior control such as statistical statements and special reports, physical control such as physical custody and regular inventory, approval and authorization, separation of incompatible positions, etc. The above measures can be carried out alone or in combination.
A. Authorization management
According to the relevant requirements of the basic norms of internal control, the authorization management measures are formulated to standardize the management of business authorization, expense authorization and transaction authorization. The authorization of the company is in the form of letter of authorization, which defines the scope and authority of each post to handle business and matters. Managers at all levels exercise their powers and assume responsibilities in strict accordance with the scope of authorization. The company implements the collective decision-making approval or joint signing system for major businesses and matters. No individual may make decisions alone or change collective decisions without authorization.
The implementation of the authorization system improves the company's external adaptability and decision-making efficiency, fully mobilizes the enthusiasm of work at all levels, and can effectively prevent internal control risks.
B. Fund management
In accordance with the measures for the administration of enterprise group financial companies and the relevant provisions of the people's Bank of China and the Bank Of China Limited(601988) Industry Regulatory Commission, the finance company has formulated the measures for the administration of capital plans, the deposit business management system, the settlement business management system, the internal account management measures, the online banking system operation management measures, the liquidity risk management measures and other business management measures Business operation process, so that first of all, the business risk is controlled through the operation specifications and control standards specified in the procedures and processes.
C. Accounting business control
The finance company establishes and implements standardized accounting procedures in accordance with the accounting law of the people's Republic of China, accounting standards for business enterprises and other relevant national laws and regulations and the Interim Measures for accounting of Hebei Construction Investment Group Co., Ltd. The company has established an independent financial and accounting department to ensure that the accounting department and accounting personnel can handle accounting business legally and in compliance. The company has defined the authority of the accounting department and accounting personnel. The accounting personnel shall handle relevant businesses within their respective authority. Those beyond the authority must be authorized before handling. The principle of separation of duties and mutual restriction shall be implemented in the setting of settlement and accounting posts of the company. It is strictly prohibited for one person to concurrently hold incompatible posts or complete the business operation of the whole process of settlement and accounting alone. The company regularly checks the accounting books with the physical objects, funds and relevant materials to ensure the consistency of the relevant contents between the actual accounts, account data, accounts, account certificates, accounts and account tables.
D. Credit business control
The loan object of the finance company is limited to the member units of Hebei Construction Investment Group. According to the different characteristics of various businesses, the company has formulated comprehensive credit management measures, self operated loan business management measures, customer credit rating management measures and bill acceptance business management measures, standardized various business operation processes of the company, and established a complete credit management system before, during and after loan.
E. Internal audit control
The finance company implements the internal audit supervision system, establishes the internal audit department - audit department responsible for the board of directors, establishes internal audit management measures and operating procedures, and carries out internal audit and supervision on the economic activities of the company and its subordinate units.
F. Information system control
The finance company takes "efficient business processing ability, strict management and control ability, good customer service quality, good resource optimization and standardized content of information collection and processing" as the information construction goal, and takes "functions meet business needs, business data verification is correct, business personnel master system operation, and system operation is safe and stable" as the construction standard, Using the core business system developed by softcom power company and the financial system developed by Kingdee company, the company's information system platform is established.
(4) Emergency preparation and disposal
In order to implement the spirit of the people's Bank of China and the Bank Of China Limited(601988) industry supervision and Administration Commission, the finance company takes risk management as its daily work, formulates and reports the information system emergency plan and the management measures for emergency disposal of risk events successively, and designs emergency disposal plans and procedures for situations that affect the safety of the company's funds due to business or other problems, To identify possible accidents or emergencies (including computer systems), prevent or reduce possible losses and ensure the continuous development of business. Article 12 of the articles of association stipulates: "the board of directors of Hebei Construction Investment Group Co., Ltd. promises to increase the corresponding capital according to the actual needs of solving the payment difficulties in case of an emergency of payment difficulties."
(5) Overall evaluation of internal control
The internal control system of the financial company is perfect and the implementation is effective. Better control the risk of capital flow in terms of capital management; In terms of credit business, corresponding credit business risk control procedures have been established to control the overall risk at a reasonable level.
3. Operation management and risk management of finance company
As of December 31, 2021, the total assets of the finance company are 1283348800754 yuan and the owner's equity is 242662920481 yuan. In 2021, the operating income was 35681037270 yuan, the total profit was 21708892161 yuan, and the net profit was 16654502300 yuan. (the above financial company data has not been audited). Since its opening, the finance company has adhered to the consistent principle of prudent and steady operation, strictly followed the company law of the people's Republic of China, the law of the people's Republic of China on banking supervision and administration, the measures for the administration of financial companies of enterprise groups, the accounting standards for business enterprises, relevant national financial laws and regulations and the articles of association of the finance company, strengthened internal management, standardized business behavior and prevented and controlled risks. According to the understanding and evaluation of the financial company's risk management, no major defects were found in the risk control system related to the financial statements in terms of credit, capital, audit and information management as of December 31, 2021.
According to the measures for the administration of financial companies of enterprise groups, as of December 31, 2021, all regulatory indicators of financial companies have met the specified requirements.
Standard value of S / n project actual value in 2021
1. Capital adequacy ratio ≥ 10.5% 23.21%
2. Borrowing ratio ≤ 100% 0.00%
3. Proportion of guarantee balance ≤ 100% 10.57%
4. Investment proportion ≤ 70% 27.61%
5. Proportion of self owned fixed assets ≤ 20% 0.18%
2、 Overview of related party transactions
With the approval of the third extraordinary general meeting of shareholders in 2018, the company has renewed the financial services framework agreement with the finance company, which mainly includes: the finance company provides deposits, loans and other financial services for the company.
After the deliberation and approval of the fourth extraordinary general meeting of the company in 2021, the company renewed the financial service framework agreement with the finance company, which mainly includes: the finance company provides the company with deposits, loans, bill discount, guarantee services, acceptance services, entrusted loan services and other charging financial services.
The maximum amount and category of daily connected transactions involved in the financial services framework agreement are as follows:
Unit: 10000 yuan
Category of connected transactions: Transactions of connected persons in 2021, transactions in 2022 and transactions in 2023
Deposit service Hebei Construction Investment Group 357000357000357000
Finance Co., Ltd
Loan services Hebei Construction Investment Group 5 Shenzhen Guohua Network Security Technology Co.Ltd(000004) Shenzhen Guohua Network Security Technology Co.Ltd(000004) 00000
Finance Co., Ltd
Bill discount service Hebei Construction Investment Group is not applicable to 50000
Finance Co., Ltd
Guarantee service and acceptance
500. Entrusted loan not applicable to Hebei Construction Investment Group
Services and other financial services charged by Finance Co., Ltd
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, loan and other services provided by the finance company to 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 of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions and other laws and regulations, the financial company is the related legal person of the company, and the financial company provides deposits, loans and settlement for the company. III. The main contents and pricing principles of the financial service framework agreement
(I) main contents of the financial services framework agreement
For the convenience of the company
