Unisplendour Corporation Limited(000938)
Continuous risk assessment report of Tsinghua Holding Group Finance Co., Ltd
In accordance with the relevant requirements of Shenzhen Stock Exchange, Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”) has assessed the business qualification, business and risk status of the finance company by checking the financial license, business license and other certificates of Tsinghua Holding Group Finance Co., Ltd. (hereinafter referred to as “the finance company”), reviewing the capital verification and financial report of the finance company, and now the relevant risk assessment is reported as follows:
1、 Basic information of finance company
Tsinghua Holding Group Finance Co., Ltd. (hereinafter referred to as “finance company”) obtained the financial license on April 9, 2015 and the business license on April 13, 2015. It is a non bank financial institution established with the approval of the former Bank Of China Limited(601988) industry supervision and Administration Commission (now Bank Of China Limited(601988) insurance supervision and Administration Commission) Beijing regulatory bureau.
Registered address: 10 / F, block a, science and technology building, Tsinghua Science Park, building 8, yard 1, Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing
Legal representative: Zhang Wenjuan
Financial license institution code: l0210h211 Ping An Bank Co.Ltd(000001)
Unified social credit Code: 9111010833557097xm
Registered capital: 3 billion yuan
Shareholder: Tsinghua Holding Co., Ltd
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.
2、 Basic information of internal control of finance company
(I) control environment
According to the requirements of the company law of the people’s Republic of China and the guidelines on corporate governance of commercial banks, the finance company has established a corporate governance structure of “three boards and one layer” (shareholders, board of directors, board of supervisors and senior management).
The finance company does not have a shareholders’ meeting, and Tsinghua Holdings Co., Ltd., as the sole shareholder, enjoys shareholders’ rights and performs shareholders’ obligations.
The shareholders have a board of directors, which is responsible to the shareholders and exercises the functions and powers conferred by laws, regulations and the articles of association. There are three special committees under the board of directors: risk management committee, audit committee and nomination, remuneration and assessment committee. The above three committees are mainly responsible for the overall leadership of the risk management, audit and salary assessment of the financial company, assisting the board of directors to review or approve the risk strategy and risk management policies of the financial company within the scope of their functions and powers, and supervising the internal control, financial information, internal audit, personnel appointment and assessment mechanism of the financial company.
The board of supervisors is the supervisory body of the financial company and is responsible to the shareholders. It mainly supervises the performance and due diligence of the board of directors and its members of the financial company to prevent their abuse of power and safeguard the legitimate rights and interests of shareholders.
The senior management is responsible for the specific implementation of the daily operation and management of the finance company and is responsible to the board of directors. The senior managers of the finance company shall exercise their functions and powers within the scope of authorization in accordance with laws, regulations and the articles of association. The senior management consists of three special committees: asset liability and comprehensive budget management committee, credit review committee and Investment Management Committee, which are respectively responsible for asset liability and comprehensive budget management, credit business risk review and foreign investment risk review.
The specific contents of the internal control system are as follows:
1. Corporate Governance:
According to the requirements of modern corporate governance structure, the board of directors and the board of supervisors shall be established in accordance with the principle of “separation of three boards, separation of three powers, effective restriction and coordinated development”. There are three special committees under the board of directors, including risk management committee, audit committee and nomination, remuneration and assessment committee.
The main responsibilities and authorities of the risk management committee: (1) analyze and judge the economic operation situation and change trend of the same industry in China and abroad, formulate, review and implement the working policies and basic methods of risk management of the financial company in combination with the relevant national and industrial policies and in accordance with the risk management strategy, policies and internal control rules and regulations; (2) Review major risk management and internal control policies and strategies such as credit risk, market risk and operational risk of the financial company; (3) Review the annual risk management objectives and plans of the finance company, and adjust the annual risk management objectives and plans; (4) Review the risk management work report submitted by the risk management department; (5) Check the implementation of the resolutions of the risk management committee by relevant functional departments, check the risk management policies and measures formulated by relevant departments, check the risk management work of each department, and consider the handling plan of major abnormalities related to risk management in the operation of each department; (6) Be responsible for the establishment of case prevention management system of the financial company, and formulate case prevention policies consistent with the strategic objectives of the financial company and applicable to the financial company; (7) Other matters authorized by the board of directors.
The main responsibilities and authorities of the Audit Committee: (1) supervise the work of the senior management according to the authorization of the board of directors; (2) Supervise and evaluate the internal control and internal audit system of the financial company and its implementation; (3) Review the annual internal audit work plan, internal audit report, annual internal control evaluation work plan and annual internal control evaluation report of the financial company; (4) Supervise and promote the communication between internal audit and external audit; (5) Review the appointment and removal of the head of the audit department and evaluate the internal audit work; (6) Supervise the implementation of relevant matters considered and decided by the board of directors; (7) Be responsible for the internal accountability of senior managers of the finance company; (8) Other matters authorized by the board of directors.
The main responsibilities and authorities of the nomination, remuneration and assessment committee: (1) formulate the post conditions, standards and procedures of directors and senior managers; (2) Submit the qualifications of directors and senior managers to the board of directors for deliberation; (3) Supervise the implementation of the financial company’s salary system; (4) Formulate the remuneration system, policies and plans for the directors and senior managers of the finance company; (5) Formulate performance appraisal standards for directors and senior managers of the finance company and conduct annual performance appraisal; (6) Other matters authorized by the board of directors.
The finance company has seven departments, including credit business department, settlement business department, planning and finance department, risk management department, information technology department and general management department. They work under the management of senior management. The risk management department can report directly to the board of directors, the audit department can report directly to the board of directors, and the senior management will carry out daily administrative management.
The settlement business department is mainly responsible for the identification of the group’s member units and the preparation of the list of member units in accordance with the measures for the administration of financial companies of enterprise groups; Be responsible for account opening, bank enterprise direct link, deposit, daily settlement, account maintenance, credit assurance, etc. of group member units; Be responsible for the opening, change and cancellation of the financial company’s account in the commercial bank and the daily operation of the online banking system; Be responsible for the management of reserved financial seals of the finance company; Be responsible for the interest accrual and settlement of inter-bank deposits and deposits absorbed by the finance company, the calculation, payment and refund of deposit reserves, rediscount application and other related work, and regularly submit the relevant statements of deposit reserves to the people’s Bank of China; Be responsible for the daily operation of the e-bill system and the transfer and allocation of bill funds, the allocation of inter-bank deposits and the allocation of inter-bank borrowing funds; Be responsible for the issuance, monitoring, use and recovery of loan funds, as well as the reconciliation of member enterprises, and the accrual and settlement of loan interest.
The credit business department is mainly responsible for the self operated loan business of the group’s member units and the implementation of loan business management; Provide guarantee services to group member units; Carry out the business of enterprise credit authentication, financial leasing, credit asset transfer, etc. of member units; Carry out entrusted loan business between group headquarters and member units; Carry out bill acceptance and bill discount business; Be responsible for pre credit investigation, loan checking and post loan review, and provide written investigation materials to finance company’s credit review committee. Be responsible for the innovation of credit financial products and carry out business promotion and other related affairs to the member units of the group; Be responsible for the channel development of inter-bank fund lending business and bill rediscount business in the inter-bank market of the finance company, and provide financial support for the finance company through inter-bank channels.
The planning and finance department is mainly responsible for the overall budget management of the finance company, formulating the annual budget plan of the finance company, and monitoring and analyzing the implementation of the plan; Be responsible for the preparation of the company’s annual asset and liability management plan and the daily work of the company’s asset and Liability Management Committee; Be responsible for liquidity risk management, ensure that liquidity needs can be met in time under normal operating conditions and pressure, and effectively balance the safety and effectiveness of funds; Be responsible for the accounting work of the financial company, standardize the basic work of accounting, and be responsible for the preparation and submission of the financial and accounting statements and some statements of the financial company; To be responsible for the assessment of the macro Prudential evaluation system of the people’s Bank of China; Be responsible for the tax management of the finance company and prevent tax risks.
The risk management department is mainly responsible for the tracking and interpretation of regulatory policies and regulations; Be responsible for the daily liaison and docking work of Beijing Banking and Insurance Regulatory Bureau; Complete the drafting and submission of off-site supervision statements and reports; Take the lead in the annual regulatory rating self-assessment of the financial company; Connect with the on-site inspection of regulatory authorities; To be responsible for the application for approval by Beijing Banking and Insurance Regulatory Bureau; Be responsible for anti money laundering and case prevention; Take the lead in the construction of comprehensive risk management system, and regularly prepare and submit comprehensive risk management reports; Organize and implement special risk management such as credit risk, operational risk, market risk and compliance risk according to the risk management preference and policies of the financial company; Review the risk of the finance company’s credit business and issue a report; Establish the risk index system of the financial company, and monitor and warn various indexes; Take the lead in the construction of the internal control system of the financial company; Be responsible for contract management and other related work.
The information technology department is mainly responsible for organizing the formulation of various rules and regulations for the information management and information system use of the financial company, and supervising the implementation; Be responsible for the construction of the information system of the finance company, assist the application department to complete the demand research, and organize the follow-up project construction; Be responsible for the scheme design, implementation and acceptance of IT infrastructure and security construction projects of the finance company; Be responsible for the outsourcing management of informatization projects of the finance company; Be responsible for the operation guarantee and security management of the financial company’s information system; Be responsible for the operation guarantee of the Internet between the finance company and the people’s Bank of China, the banking and Insurance Regulatory Bureau, the ticket exchange and other regulatory institutions and cooperative banks; Cooperate with government security, public security, confidentiality and other relevant departments to do a good job in information security.
The general management department is mainly responsible for establishing and improving the rules and regulations related to the work of the general management department and supervising the implementation of the system; Be responsible for the security of the financial company, the disposal of safety accidents, the monitoring of public opinion, the elimination of unstable factors, etc; Be responsible for the daily administrative affairs of the finance company; Be responsible for the official document management of the finance company; Be responsible for the corporate culture construction of the finance company; Be responsible for implementing the resolutions of the procurement leading group meeting; Be responsible for the management and supervision of the use of the official seal of the financial company; Be responsible for the management, supervision and use of the financial license and business license of the finance company; According to the recruitment demand plan, be responsible for formulating the recruitment plan, completing the preparation before recruitment, recruitment implementation and follow-up after recruitment; Be responsible for the calculation and payment of wages and bonuses; Declaration and verification of five insurances and one fund, individual income tax, supplementary medical insurance and related benefits; Be responsible for organizing all departments of the finance company to carry out performance appraisal, special award selection and other related work; Be responsible for handling personnel change procedures such as employee induction, employment confirmation, job transfer, salary adjustment, promotion, dismissal and resignation; Be responsible for improving the staff training system, formulating and modifying relevant systems, and organizing the implementation.
The audit department is mainly responsible for organizing the establishment and improvement of the audit management system, formulating and improving the audit system and process of the financial company, and organizing the implementation; Be responsible for formulating the annual audit work plan, implementing and carrying out internal audit, checking and evaluating the soundness, effectiveness and compliance of systems and processes in financial corporate governance and various business activities, and issuing audit reports; According to the departure arrangement of the financial company’s personnel, be responsible for the departure audit of the personnel in key positions; Evaluate the effectiveness of the internal control system of the financial company and promote the continuous improvement of the internal control of the financial company; Be responsible for the implementation of temporary special audit required by the board of directors and senior management; Be responsible for post supervision and inspection of audit opinions and suggestions, rectification and implementation of risk compliance issues, etc; Be responsible for completing the daily affairs of the audit committee under the board of directors.
2. The organization chart of the finance company is as follows:
(II) risk identification and assessment
The finance company has formulated a sound internal control management system and risk management system, implemented the internal audit supervision system, established the risk management committee and audit committee responsible to the board of directors, and established the risk management department and audit department to control, supervise and audit the business activities of the finance company. 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.
(III) control activities
1. Settlement and capital business control
In terms of settlement and fund management, the finance company has formulated a full set of fund settlement management and business systems according to various regulatory regulations. Each business has a detailed operation process, which defines each business link, executive role, main business activities, key input and output and main business rules of the process, so as to effectively control business risks. On the one hand, financial companies mainly rely on the fund settlement system for system control. The fund settlement system supports customers’ multi-level authorization and approval of business to prevent customers’ operational risks. Member units open settlement accounts in the finance company, and realize capital settlement by logging in to the online financial service system of the finance company and submitting instructions and written instructions; On the other hand, the finance company strictly follows the principles of equality, voluntariness, fairness and good faith to handle deposit business for member units, and the relevant policies are implemented in strict accordance with the relevant provisions of the China Banking and Insurance Regulatory Commission and the people’s Bank of China, so as to fully ensure the safety of the funds of member units and safeguard the legitimate rights and interests of all parties.
2. Credit management
In terms of credit business management, the finance company strictly implements credit management, comprehensively determines the customer credit line according to the financing balance and new financing needs of member units and in combination with the capital status of the finance company, and strictly
