Shenyang Chemical Co.Ltd(000698) about
Risk assessment report on China Chemical Finance Co., Ltd
According to the requirements of Shenzhen Stock Exchange’s guidelines for information disclosure of listed companies No. 5 – transactions and related party transactions, Shenyang Chemical Co.Ltd(000698) (hereinafter referred to as “the company”) checked the business license of enterprise legal person and financial license of China Chemical Finance Co., Ltd. (hereinafter referred to as “the company / finance company”), and reviewed the balance sheet, income statement The regular financial reports of the financial company, including the cash flow statement, evaluate its business qualification, business and risk status. The specific situation is reported as follows:
1、 Basic information of China Chemical Finance Co., Ltd
China Chemical Finance Co., Ltd. is a non bank financial institution approved by the Beijing regulatory bureau of Bank Of China Limited(601988) Industry Regulatory Commission (financial license institution code: l0100h211 Ping An Bank Co.Ltd(000001) ) and registered with the State Administration for Industry and Commerce (institution ID No.: l087h1011110108001). At the time of establishment, the registered capital was 632.5 million yuan, the registered and business address was No. 62, North Fourth Ring West Road, Haidian District, Beijing, and the opening time was July 2, 2009. On October 12, 2016, with the approval of Beijing regulatory bureau of China Banking Regulatory Commission, the capital was increased to RMB 841225 million. The shareholders and equity ratio were: China National Chemical Corporation (holding 49.41%), China Bluestar (Group) Co., Ltd. (participating 26.88%), China Haohua Chemical Group Co., Ltd. (participating 15.81%) and China National agrochemical Corporation (participating 7.9%).
The business scope of the company includes: providing financial and financing consulting services, credit assurance and related consulting and agency services for member units; Provide guarantee to member units; Assist member units to realize the receipt and payment of transaction funds; Handle the approved insurance agency business; 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; Engage in interbank lending; Underwriting corporate bonds of member units; Fixed income securities investment.
2、 Basic information of the company’s internal control
(I) control environment
The corporate governance structure of the company is sound, and a governance structure with the “three meetings and one layer” of the board of shareholders, the board of directors, the board of supervisors and the management as the main body has been established. Each governance body has formulated complete rules of procedure and work responsibilities, organized meetings as required, and the management operation is scientific and standardized, so as to provide necessary preconditions for the effectiveness of risk management. The company has set up an organizational structure with reasonable division of labor, clear responsibilities and clear reporting relationship 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 control committee and audit committee. The executive system includes senior management and its subordinate credit review committee, asset liability management committee, investment decision-making committee and various business functional departments. The supervision and feedback system includes the board of supervisors, the risk control department and the audit department directly responsible to the board of directors, and 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:
The board of directors is responsible for examining and approving the company’s overall business strategy and major policies, determining the acceptable risk level of the company, approving the policies, systems and procedures of various businesses, appointing management and supervising the effectiveness of internal control; Regularly review and supervise the implementation of internal control measures by the board of directors and the management, and supervise the implementation of internal control measures with the management on a regular basis.
Board of supervisors: responsible for supervising the board of directors and senior management to improve the internal control system; Be responsible for supervising the board of directors and directors, senior management and senior management to perform internal control duties; Be responsible for requiring directors, chairman and senior managers to correct their behaviors that harm the interests of the company and supervise the implementation. The board of supervisors shall evaluate the performance of directors and senior managers every year and report to the shareholders’ meeting.
Risk control committee: the risk control committee is responsible to the board of directors and is the highest decision-making body of the company’s overall risk management. It is responsible for reviewing the company’s risk management framework, formulating risk strategy and basic risk management policies, and supervising and inspecting the implementation of relevant policies; Be responsible for supervising the risk control of the company by the senior management; Be responsible for reviewing the judgment criteria or judgment mechanism of the company’s major decisions, major risks, major events and important business processes; Be responsible for examining and approving the responsibility identification of non-performing assets and the disposal and write off plan of non-performing assets. The risk control committee consists of three members, all of whom are directors of the company.
Audit Committee: responsible to the board of directors, responsible for continuously supervising the company’s internal control system, reviewing the company’s management rules and regulations and their implementation, inspecting and evaluating the compliance and effectiveness of the company’s major business activities, reviewing the company’s financial information and its disclosure, inspecting, supervising and evaluating the company’s internal audit, etc. The members of the committee shall not be less than 3, and most of them shall be directors.
Senior management: responsible for implementing the decisions of the board of directors; responsible for formulating internal control policies, monitoring and evaluating the adequacy and effectiveness of the internal control system; responsible for establishing and implementing sound and effective internal control and taking measures to correct the problems existing in internal control. Establish procedures and measures for identifying, measuring, monitoring and controlling risks: establish an internal organization with clear authorization, responsibility and reporting relationship to ensure the effective performance of various responsibilities of internal control.
Credit review committee: responsible to the general manager, making approval decisions on relevant working systems and procedures of credit business, and making approval decisions on credit business and other businesses declared by important customer departments.
Asset Liability Management Committee: responsible to the general manager, responsible for monitoring the company’s on balance sheet and off balance sheet asset risk indicators, implementing measures to prevent and resolve asset risks, examining and approving the company’s interest rate, rate and other price policies, and timely studying countermeasures and formulating adjustment plans according to the company’s assets and liabilities and existing problems.
Investment decision-making committee: responsible to the general manager, review the annual investment strategy and annual investment plan; formulate securities investment risk management policies and strategies; approve the securities investment business department within the scope authorized by the board of directors: the company’s important customer department, capital, settlement, finance, information and other departments include most of the company’s assets and businesses, and face all kinds of risks directly in daily work, It is the front line of corporate risk management. Each business department undertakes the following risk management responsibilities:
1. Fully understand and analyze the risks of the Department, ensure that all businesses operate according to the established process, and all internal control measures are effectively implemented and implemented.
2. Record and archive the results of risk assessment and internal control measures, and accurately and timely report to the daily risk monitoring report required by the risk control department.
3. Continuously test and evaluate the effectiveness of internal control measures, and put forward suggestions to the risk control department] on the improvement of operation process and internal control measures.
4. Timely discover and report the possible risk categories, and put forward risk management suggestions.
Risk control department: it is the specific executive department of relevant decisions of the risk control committee, leading and coordinating the risk management work of various departments of the company. Its main responsibilities are to formulate the company’s risk management policies and systems, supervise and prompt the risks of various business activities of the company, and organize and implement the early warning, monitoring, analysis of various risks and the inspection of the implementation of internal control system, Write risk assessment report: organize the research and review of the company’s rules and regulations, operation processes, review of customer credit rating evaluation methods and standards; organize the implementation of asset risk classification and authenticity inspection; organize the management and disposal of transferred non-performing assets; manage the company’s general legal affairs; be responsible for the compliance review of the company’s policies, procedures and systems.
Audit department: it is a department independent of the business level and operation management level, which is responsible for evaluating the company’s internal control. Its main responsibilities are to carry out audit review, carry out comprehensive audit, inspection and supervision of all departments, posts and businesses, regularly report to the board of directors or the audit Committee under the board of directors, and track and inspect the rectification of audit suggestions.
（2） Risk identification and assessment
The implementation of the company’s internal control is organized by the risk control department and supervised and evaluated 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 compliance risk. The responsibilities of various departments are separated and supervised by each other, Predict, evaluate and control various risks in self operation.
（3） Control activities
1. Fund management
According to the rules and regulations of Bank Of China Limited(601988) Insurance Regulatory Commission, the company has formulated the fund management measures of China Chemical Finance Co., Ltd., the deposit business management measures of China Chemical Finance Co., Ltd., the RMB settlement account management measures of China Chemical Finance Co., Ltd., the foreign exchange account management measures of China Chemical Finance Co., Ltd., and the settlement business management measures of China Chemical Finance Co., Ltd Internal control system for settlement business of China Chemical Finance Co., Ltd., management measures for the use of online banking system of China Chemical Finance Co., Ltd., management measures for bank accounts of China Chemical Finance Co., Ltd., management measures for capital liquidity risk of China Chemical Finance Co., Ltd., management measures for interest rate of China Chemical Finance Co., Ltd., management measures for assets and liabilities of China Chemical Finance Co., Ltd The measures for the administration of deposit pricing of China Chemical Finance Co., Ltd., the measures for the administration of loan pricing of China Chemical Finance Co., Ltd. and other business management methods and operation processes have achieved the goal of first controlling business risks through the operation specifications and control standards specified in the procedures and processes.
(1) In terms of fund plan management, the company’s business operation strictly follows the asset liability management (enterprise group finance company management measures), and ensures the safety, efficiency and liquidity of the company’s funds through the formulation and implementation of fund plan management.
(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 transfer settlement business, member companies open settlement accounts in the company, and realize fund settlement by logging in to the company’s settlement platform and submitting instructions online, so as to strictly ensure the safety, quickness and smoothness of settlement, and have high data security at the same time.
(4) In terms of bank financing, it has established the administrative measures for the rediscount and rediscount business of commercial bills of China Chemical Finance Co., Ltd., the operational procedures for the rediscount and rediscount business of commercial bills of China Chemical Finance Co., Ltd., and the administrative measures for inter-bank lending of China Chemical Finance Co., Ltd., and strictly abided by the business scope and business scale restrictions stipulated by the CBRC and the people’s Bank of China.
2. Accounting business control
The company establishes and implements standardized accounting procedures in accordance with the requirements of the accounting system. The company has established an independent financial and accounting department to ensure that the accounting department and accountants can independently handle accounting business in accordance with the national unified accounting system. 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. In accordance with the principles of specially assigned person management, mutual restraint, appropriate approval and strict registration, the company strengthens the management of contracts, bills, seals and keys. Seals and bills are kept and used separately. Important contracts and bills have special measures such as serial number control, cancellation control, blank voucher control and collection registration control. When the accounting personnel change, the supervision procedures shall be strictly implemented, and the handover procedures shall be handled with the receiver under the supervision of the supervisor.
3. Credit business control
The object of the company’s loan is limited to the member units of China National Chemical Corporation. According to the different characteristics of various businesses, the company has formulated the loan management measures of China Chemical Finance Co., Ltd., the loan business operation process of China Chemical Finance Co., Ltd., and the customer credit rating management measures of China Chemical Finance Co., Ltd Measures for the administration of post shipment inspection of China Chemical Finance Co., Ltd., measures for the administration of entrusted loans of China Chemical Finance Co., Ltd., Interim Measures for the administration of low-risk credit business (the measures for the administration of syndicated loans of China Chemical Finance Co., Ltd., the rules for the administration of e-commerce bill acceptance business of China Chemical Finance Co., Ltd., and the operation process of commercial bill discount of China Chemical Finance Co., Ltd. have standardized various business operation processes of the company through continuous revision and improvement, and established a complete credit management system before, during and after loan.
(1) Establish a loan approval separation system with clear responsibilities and mutual constraints.
The company determines the review procedure and approval authority according to the loan scale, type, term and guarantee conditions, and reviews and approves the loan in strict accordance with the procedure and authority.
The company has established and improved the work responsibility system of important customer department and credit post, and the post setting of important customer department shall have reasonable division of labor and clear responsibilities. The loan investigation and evaluation personnel are responsible for the loan investigation and evaluation, and bear the responsibility for investigation errors and inaccurate evaluation: the loan examiner is responsible for the review of loan risks and the responsibility for review errors; the loan issuer is responsible for the inspection and collection of loans, and the responsibility for inspection errors and ineffective collection.
The company has established an effective loan decision-making mechanism. A credit review committee shall be established to review all kinds of credit businesses submitted by relevant departments for review. The committee’s deliberation and voting shall follow the principles of collective deliberation, explicit expression of opinions and majority approval, and all opinions shall be recorded and archived. For projects approved by the loan review committee, the general manager has one vote of veto; For projects that are not approved by the loan review committee, the general manager shall not decide to grant credit or loans to subsidiaries.
(2) Strictly implement the post loan management system. The important customer department is responsible for the monitoring and management of the loan purpose, interest collection, overdue loans and extended loans of the loan, and the post loan inspection of the security and recoverability of the loan.
The company has established an asset risk classification system to standardize the recognition standards and procedures of asset quality. It is strictly prohibited to cover up the real situation of non-performing assets to ensure the authenticity of asset quality.
(3) Establish customer
