Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Continuous risk assessment report of Shanghai Shangshi Group Finance Co., Ltd
According to the requirements of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and connected transactions, Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as " Shanghai Pharmaceuticals Holding Co.Ltd(601607) " or "we") examined the financial license, business license and other certificates of Shanghai Shangshi Group Finance Co., Ltd. (hereinafter referred to as "finance company"), reviewed the audit report of the year 2012, and Understand and evaluate the business and risk status. The details are reported as follows:
1、 Basic information and business qualification of the enterprise
Shanghai Shangshi Group Finance Co., Ltd. is jointly established by Shanghai Shangshi (Group) Co., Ltd. (shareholder 1), Shanghai Pharmaceuticals Holding Co.Ltd(601607) (shareholder 2), Shanghai Shangshi Asset Management Co., Ltd. (shareholder 3) and Shanghai Industrial Dongtan investment and development (Group) Co., Ltd. (shareholder 4). A limited liability company incorporated in Shanghai, the people's Republic of China on September 1, 2014, with an approved business term of 50 years from the date of issuance of the business license.
The finance company was established on September 1, 2014 with a registered capital of RMB 1 billion and fully paid in on May 19, 2014, after obtaining the opening approval of hyjf [2014] No. 561 from Shanghai regulatory bureau of Bank Of China Limited(601988) Industry Regulatory Commission on August 26, 2014. The finance company has obtained the business license No. 010 China Vanke Co.Ltd(000002) 01704200062 issued by Shanghai Huangpu District market supervision and Administration Bureau and the financial license No. 00855057 issued by Shanghai Supervision and Administration Bureau of Bank Of China Limited(601988) insurance supervision and Administration Commission. The registered address of the finance company is 30 / F, No. 98, Huaihai Middle Road, Huangpu District, Shanghai.
The approved business scope of the finance company is: 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 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; Securities investment (except stock investment); Underwriting corporate bonds of member units.
2、 Internal control and continuous risk assessment (I) control environment
The highest authority of the finance company is the shareholders' meeting. The shareholders' meeting makes resolutions on the matters discussed. The resolutions are passed by the shareholders representing more than half of the voting rights, but make resolutions on the deliberation and approval of the company's profit distribution plan and loss recovery plan, the transfer of capital contributions by shareholders to third parties other than shareholders, the merger, division and Resolutions on major matters such as dissolution and liquidation must be unanimously adopted by shareholders representing voting rights; Make resolutions on the increase or decrease of the company's registered capital and the issuance of corporate bonds; When deciding on the company's equity investment in financial institutions and deciding on the disposal of the company's assets that exceed 50% of the latest audited net assets or a single amount that exceeds 50% of the latest audited net assets (except for the transfer of normal credit assets), it must be approved by the shareholders representing two-thirds of the voting rights; Resolutions on other ordinary resolutions must be passed by shareholders representing half of the voting rights.
The finance company establishes a board of directors, which is composed of eight directors. The first shareholder recommends three directors, the second shareholder recommends two directors, the third shareholder recommends one director, the fourth shareholder recommends one director and one employee director. The employee directors are elected by the employees of the company through democratic means. The board of directors of the finance company shall have a chairman recommended by the first shareholder and a vice chairman recommended by the second shareholder. The change of directors of the company shall be reported to the CBRC or its dispatched office for approval.
The finance company establishes a board of supervisors, which is composed of three supervisors, including one recommended by shareholder 1, one recommended by shareholder 2 and one employee supervisor. The board of supervisors shall have a chief supervisor, who shall be elected by shareholders and approved by more than half of all supervisors. Employee supervisors are elected and replaced by the company's employees through democratic means.
The general manager and Deputy General Manager (director) of the finance company are senior managers of the company, who shall be appointed or dismissed by the board of directors of the finance company. According to the requirements of the regulatory authority, the senior managers who need to be subject to the qualification examination of the CBRC or its dispatched offices shall go through the relevant procedures after being reported to the CBRC or its dispatched offices for examination. The general manager of the finance company shall be responsible to the board of directors of the finance company and exercise his powers in accordance with the articles of association of the finance company and the authorization of the board of directors. The Deputy General Manager (director) of the finance company assists the general manager and is responsible to the general manager. His authority is determined by the management system of the finance company.
The finance company accepts the risk management and daily supervision of Bank Of China Limited(601988) Insurance Regulatory Commission, formulates the company's business rules, establishes and improves the company's information disclosure system, management system and internal control system in accordance with the provisions of Bank Of China Limited(601988) Insurance Regulatory Commission, and consciously prevents and resolves business risks.
(II) continuous risk assessment and management
Risk compliance department is the centralized management department of risk and compliance management. Its main responsibilities include: organizing the construction of comprehensive risk management system, identifying, evaluating, monitoring and reporting major risks; Review and evaluate the compliance of various policies, procedures and operation processes; Continuously pay attention to the latest development of laws, rules and norms, and grasp the impact of laws, rules and norms on business; Provide necessary compliance audit and test for the development of new products and new businesses. The finance company has established processes and systems related to risk control, formulated system management measures and internal control management measures, and defined the construction standards of the internal control system of the system. Within the scope of their responsibilities, all departments formulate their own business management measures, operation processes and implementation rules according to the characteristics of various businesses and risk management requirements, so as to achieve the separation of responsibilities and mutual supervision among front, middle and back offices, Ensure the effective performance of various responsibilities of internal control and risk management.
In 2021, the finance company further improved the internal control management system, clarified the internal control compliance standards, optimized the level of the system, and, on the basis of the original management methods, established new business operation procedures for credit, investment, interbank and other businesses, and specified in detail the division of departments and posts, business standards, due diligence requirements, approval process and control measures. Throughout the year, 29 new systems were formulated and 57 systems were revised 63 times.
(III) specific control measures
1. Fund management
In accordance with the relevant provisions of the people's Bank of China, the China Banking and Insurance Regulatory Commission and the group, the finance company has formulated the measures for the administration of internal control of capital business, the detailed rules for the operation of capital business, the measures for the administration of deposit reserves, the measures for the administration of capital transactions in the interbank lending market, the operating procedures for interbank lending market business, the measures for the administration of bank accounts and the measures for the administration of settlement business Operating procedures for settlement business, management measures for deposit business of member companies, management measures for account of member companies, operating procedures for seal card of member companies, operating procedures for account of member companies, operating procedures for letter of confirmation, operating procedures for credit certification, management measures for acceptance and discount of commercial bills, operating procedures for acceptance and discount of commercial bills, management measures for loan business The management measures for Entrusted loan business and other business management measures and business operation processes have effectively controlled business risks.
The finance company has taken a series of control measures in terms of fund management, including:
(1) In terms of fund plan management, the company's business operation strictly follows the management requirements of assets and liabilities in the measures for the management of financial companies of enterprise groups, and ensures the safety, efficiency and liquidity of the company's funds through the formulation and implementation of fund plan management, risk control management, interbank fund borrowing management and other systems.
(2) In terms of deposit business of member units, the company strictly follows the principles of equality, voluntariness, fairness and good faith to ensure the safety of funds of member units and safeguard the legitimate rights and interests of all parties.
(3) In terms of payment and settlement business, member companies open settlement accounts in the company and realize capital settlement through online banking or system direct connection. Payment and settlement is fast and convenient, and has high data security; The business department is responsible for collecting the funds of member units and handling payment and settlement, and strictly implementing the daily and quarterly regular reconciliation system to ensure timely and accurate accounting treatment and timely feedback in case of problems; At the end of each day, the payment and settlement business data will be automatically incorporated into the overall financial accounting of the company by the system.
(4) In terms of external financing, the finance company has the qualification of the national interbank lending market. The "interbank lending" business of the finance company is limited to borrowing or lending funds from the national interbank lending market. There is no capital security risk, and the actual operation procedures are relatively standardized.
2. Credit management
The object of the finance company's credit business is Shanghai Shangshi group and its subordinate member units. According to the different characteristics of various businesses, the finance company has formulated the credit management measures for non-financial institutions, the credit rating management measures, the credit business review management measures, the loan business management measures, the loan fund payment operation procedures, the working capital loan business management measures, the fixed assets loan management measures, the commercial bill acceptance and discount management measures, and the factoring business management measures Measures for the administration of real estate development loans, measures for the administration of entrusted loans, measures for the administration of letter of guarantee business, measures for the administration of syndicated loans, measures for the administration of guarantee business, measures for the administration of collateral, measures for the administration of post loan, measures for the administration of credit information, measures for the administration of credit customer information and measures for the administration of credit business archives have been established Complete credit management system after loan.
The finance company has taken a series of control measures in credit management, including:
(1) In accordance with the credit management measures for non-financial institutions, credit rating management measures and other systems, the group member units shall implement unified credit management. On the basis of comprehensive analysis and evaluation of the credit applicant's capital demand, credit status and financing risk, the comprehensive credit line shall be approved after the calculation of credit rating and maximum credit line.
(2) According to the administrative measures for credit business review and administrative measures for loan business, after accepting the credit application, the corporate finance department shall first investigate the legitimacy of the borrower's subject qualification, its asset quality, solvency, profitability and the rationality of working capital demand, verify the collateral, pledge and guarantor, and complete the credit investigation report; The finance company implements the separation of credit review and loan review. The risk compliance department reviews the credit investigation report and relevant materials provided by the Finance Department of the company, forms credit review opinions, and submits them to the credit review committee of the company for review; After the review and approval by the credit review committee, the level by level approval procedure shall be implemented in accordance with the authority guidance form, and finally the credit approval opinions shall be formed.
(3) When the loan is issued, the borrower shall submit the loan application, the corporate finance department shall initiate the business approval, the risk compliance department shall review the relevant materials, submit them to the company's leaders for approval, and conduct the final approval according to the hierarchical authorization.
(4) After the loan is granted, the finance company shall track and inspect the actual purpose of the loan within the specified period, collect relevant data and complete the approval process of the purpose of the loan in accordance with the provisions of the post loan management measures. The finance company continues to pay attention to the impact of changes in credit customers' industrial policies on customers' operation, continuously monitors customers' equity, changes in management personnel and litigation and arbitration information through the group litigation system and the "tianyancha" third-party external platform, inspects the risks of credit customers' operation and management, financial status, organization and personnel, guarantor and collateral on a quarterly basis, and forms the customer quarterly follow-up inspection report.
3. Investment management
In accordance with the relevant provisions of the people's Bank of China, China Banking and Insurance Regulatory Commission and the group, the finance company has formulated the measures for the administration of securities investment, the operating procedures for fund investment business, the operating procedures for bond investment business, the operating rules for the investment of bank financial products, the operating procedures for reverse repurchase business, the operating procedures for the warehousing of counterparty investment products, and the operating procedures for the management of non bank accounts The measures for the management of business processes and members of the underwriting business effectively control risks. The finance company has followed a series of control principles in investment management, including:
(1) Carry out investment business in strict accordance with relevant national laws and regulations.
(2) Investment business follows the principle of unity of safety, liquidity and profitability.
(3) The basic management principles of investment decision-making and implementation are hierarchical management, clear authorization, standardized operation and strict supervision.
(4) In the process of investment management, the front desk, middle desk and back office shall be strictly divided, and the risk control system shall be established and improved.
4. Internal supervision
The board of directors of the finance company has an audit committee and an audit department. The internal audit plan and internal audit report are submitted to the Audit Committee for deliberation. The evaluation of internal audit work and the appointment and removal of heads of internal audit departments are the responsibility of the audit committee. The finance company has formulated the internal audit system, internal audit management measures, off post audit operation procedures, accountability management measures and other systems, clearly standardized the organization, work responsibilities and authorities, audit contents, methods and procedures, reporting system, quality control and other contents of the internal audit, and conducted internal audit and supervision on various economic activities of the finance company.
The audit department independently and objectively carries out supervision and evaluation activities, and promotes the stable operation and value promotion of the company by reviewing, evaluating and urging the improvement of the company's business operation, risk management, internal control compliance and corporate governance. According to the annual internal audit plan of the finance company, carry out comprehensive supervision over the operation and management of the finance company, put forward improvement opinions and suggestions to the management in terms of system management, system completeness and compliance, and track and inspect the rectification on the weak links of the company's internal control and various risks that may be caused by the imperfect management, The audit report and rectification shall be submitted to the audit committee of the board of directors and the board of supervisors of the finance company on a regular basis.
5. Information system
The finance company has established computer information system security management system, information system operation management measures, digital certificate, user name and password management measures, extranet access regulations, Shanghai urban financial network management measures, Shanghai urban financial network emergency plan, business continuity management system, information technology outsourcing risk management measures, information system emergency management measures Management measures for software legalization, management measures for wireless network, management measures for bill business system operation, management measures for Siasun Robot&Automation Co.Ltd(300024) process automation (RPA), management measures for information system development and
