Cosco Shipping Development Company Limited(601866) about
According to the regulatory provisions of the CSRC and the requirements of the company's system, the risk continuous assessment report of COSCO Shipping Group Finance Co., Ltd. Cosco Shipping Development Company Limited(601866) (hereinafter referred to as "COSCO Shipping Development" or "the company") checked the financial license, business license and other certificates of COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as "finance company") and consulted the financial report of the finance company in 2021, The business qualification, business and risk status of the financial company are evaluated, and the specific situation is reported as follows:
1、 Basic overview of finance company
COSCO Shipping Group Finance Co., Ltd., the predecessor of COSCO Shipping Group Finance Co., Ltd., is a non bank financial institution established with the approval of Bank Of China Limited(601988) Industry Regulatory Commission on December 23, 2009, and registered with Hongkou branch of Shanghai Administration for Industry and Commerce on December 30, 2009. The initial registered capital of the company is 300 million yuan. On August 15, 2011, the resolution of the shareholders' meeting increased the registered capital by 300 million yuan (including US $5 million), which was subscribed by the original shareholders according to the shareholding ratio.
In December 2015, China Shipping (Group) Corporation, Guangzhou shipping (Group) Co., Ltd. and China Shipping Container Transportation Co., Ltd. signed an asset purchase agreement on China Shipping Group Finance Co., Ltd., which stipulates that China Shipping Container Transportation Co., Ltd. plans to purchase assets from China Shipping (Group) Corporation Guangzhou shipping (Group) Co., Ltd. purchased 40% of the total equity of China Shipping Group Finance Co., Ltd. held by them respectively, and completed the delivery in March 2016.
In October 2016, China Shipping (Group) Corporation transferred the 5% equity held by China Shipping (Hainan) Haisheng Shipping Co., Ltd., and China Shipping Group Finance Co., Ltd. completed the industrial and commercial change registration on December 15, 2016.
In January 2017, according to the resolution of the 26th shareholders' meeting held by China Shipping Group Finance Co., Ltd., the registered capital was increased by RMB Shanghai Pudong Development Bank Co.Ltd(600000) 00000 (including US $5 million), and the changed registered capital was RMB 120000000000 (including US $5 million). The newly increased registered capital was invested by China Shipping (Group) Corporation (later renamed China Shipping Group Co., Ltd.) Cosco Shipping Energy Transportation Co.Ltd(600026) and Cosco Shipping Development Company Limited(601866) subscribe according to the shareholding ratio. After changing the registered capital, the shareholding ratio of each shareholder remains unchanged, which are 10.00%, 25.00% and 65.00% respectively. Due to the reorganization of China Ocean Shipping Co., Ltd. and China Shipping Group Co., Ltd. into China Ocean Shipping Group Co., Ltd., according to the reply of Bank Of China Limited(601988) Insurance Regulatory Commission on the equity change of China Shipping Group Finance Co., Ltd. and the absorption and merger of COSCO Finance Co., Ltd. (Yin Bao Jian Fu [2018] No. 75), The former COSCO Finance Co., Ltd. has been officially incorporated into China Shipping Group Finance Co., Ltd. since July 2018. The newly established China Shipping Group Finance Co., Ltd. has a registered capital of 2.8 billion yuan (including US $25 million). On January 18, 2019, the finance company changed its name to "COSCO Shipping Group Finance Co., Ltd." and moved its new address to "floor 8, No. 5299 Binjiang Avenue, China (Shanghai) pilot free trade zone". In June 2020, the finance company increased its capital to 6 billion yuan (including US $25 million).
Office: 8th floor, No. 5299 Binjiang Avenue, China (Shanghai) pilot Free Trade Zone
Legal representative: Sun Xiaobin
Financial license institution code: l0107h231 Ping An Bank Co.Ltd(000001)
Unified social credit Code: 91310109698814339l
Registered capital: 600 million yuan (including 25 million US dollars)
Composition of shareholders:
Sequence shareholder name contribution amount (yuan) contribution number mode proportion
1,872493,772
1 China Ocean Shipping Group Co., Ltd. (including 20 million US dollars and 312083% yuan)
2 Cosco Shipping Development Company Limited(601866) 1403040268 currency 233840% (including USD 2.5 million)
3 60 Shouhang High-Tech Energy Co.Ltd(002665) 4872460 currency 109145% (including USD 2.5 million)
4 COSCO Shipping Container Transportation Co., Ltd. 470580380 currency 7.8430%
5 COSCO Shipping (Tianjin) Co., Ltd. 384148882 currency 6.4025%
6 China Ocean Shipping Agency Co., Ltd. 268902617 currency 4.4817%
7 Guangzhou Ocean Shipping Co., Ltd. 211282685 currency 3.5214%
8 COSCO Shipping International Freight Co., Ltd. 192072841 currency 3.2012%
9 Cosco Shipping Specialized Carriers Co.Ltd(600428) 192072841 currency 3.2012%
10 COSCO Shipping (Qingdao) Co., Ltd. 153659553 currency 2.5610%
11 COSCO Shipbuilding Industry Co., Ltd. 72028915 currency 1.2005%
12 COSCO Shipping Engineering Group Co., Ltd. 48018210 currency 0.8003%
13 China Cssc Holdings Limited(600150) Fuel Co., Ltd. 38413288 currency 0.6402%
14 COSCO Shipping (Xiamen) Co., Ltd. 19206644 currency 0.3201%
15 China Ocean Shipping Tally Co., Ltd. 19206644 currency 0.3201%
Total 600 million 100.00%
Business scope: handle 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; Engage in interbank lending; Underwriting corporate bonds of member units; Securities investment; General derivatives trading business on behalf of customers (only limited to forward foreign exchange settlement and sales, forward foreign exchange trading, and agent trading of RMB and foreign exchange swap products initiated by customers); Other businesses approved by regulatory authorities.
2、 Basic information of internal control of finance company
Under the correct guidance of China Banking and Insurance Regulatory Commission, Shanghai Banking and Insurance Regulatory Bureau and other regulatory authorities, and with the strong support of China Ocean Shipping Group Co., Ltd. and group member units, the finance company strictly complies with the requirements of the measures for the management of enterprise group finance companies, the guidelines for compliance risk management of commercial banks, the guidelines for internal control of commercial banks and the corporate governance standards of bank insurance institutions, Adhere to the business policy of "standardization, soundness, service and development", earnestly implement the working concept of "excellence", take line management as the starting point, and constantly improve the internal control management system to ensure the stable operation and sustainable development of the financial company.
(I) internal control environment
1. The finance company implements the general manager responsibility system under the leadership of the board of directors, establishes the shareholders' meeting, the board of directors, the board of supervisors and the management level in accordance with the provisions of the articles of association, defines the corporate governance structure in which the shareholders' meeting, the board of directors, the board of supervisors and the management level assume their respective responsibilities, standardize operation and check and balance each other, and establishes an organizational structure with division of labor and cooperation, clear responsibilities and clear reporting relationship, It provides necessary preconditions for the effectiveness of risk management.
2. According to its own characteristics, the finance company has established a risk management organization system that meets the requirements of industry supervision, and set up three professional committees under the board of directors: risk management committee, strategic development committee and audit committee to effectively ensure the steady and compliant implementation of the company's business strategy; The asset and Liability Management Committee shall be established under the general manager of the company to review the business of derivatives, investment and foreign exchange, and the asset management committee shall be established to supervise the asset and Liability Management Committee of the company; The company has set up 14 departments: financial business department, investment and trading department, international business department, bill business department, financial management department, planning and finance department, settlement business department, strategic development department, legal compliance department, board office / comprehensive affairs department / trade union office, Party committee work department / organization and personnel department, network information department, operation affairs department and supervision and audit department, with clear division of authority; The legal compliance department is responsible for establishing an effective corporate risk control mechanism and coordinating, supervising and inspecting the internal risk management of each business department of the finance company; The supervision and Audit Department of the finance company is responsible for auditing and inspecting the implementation of its risk management system.
3. At the end of December 2021, the number of directors of the finance company was 9, and the members of the board of directors included the chairman of the company, the Secretary of the Party committee, independent directors, directors sent by shareholders, full-time directors, employee directors and other members. Most of the members of the board of directors of the company have more than 20 years of rich financial management experience, actively participate in the board meetings, fully perform their statutory functions and powers, and perform their duties diligently. The senior management of the company has sufficient business skills, experience and integrity in managing financial institutions, has a comprehensive and good grasp of the company's business behavior and related risks, can make the daily operation comply with laws, regulations and board policies, and effectively manage and monitor risks through perfect and reasonable mechanisms. The senior management has the correct management orientation and can make reasonable decisions within the scope of authorization in key aspects of the business.
(II) risk identification and assessment
The risk management strategy of the finance company is "coordinated with business development, constrained by capital and effectively covering losses", which is embodied as follows: (1) the annual, medium and long-term development objectives of the finance company are always established within the range of risk tolerance, so as to avoid one-sided pursuit of high-speed business development and ensure the sustainability of business development; (2) On the premise of ensuring the capital adequacy ratio, the finance company pays attention to the actual benefits of input and output, cooperates with the overall strategy of the group, and tilts the limited resources to key businesses and key customers; (3) The finance company strictly controls the potential losses faced due to taking risks and attaches great importance to the provision management of asset losses. With reference to the minimum capital requirements proposed in Basel III, the finance company has implemented and achieved dynamic provision management of no less than 2.5%.
According to the requirements of the China Banking and Insurance Regulatory Commission on the submission of off-site supervision information of financial companies, the financial company organizes the self-assessment of risk management and compliance management every year, and submits the self-assessment report of risk management and self-assessment report of compliance management of the previous year in March every year. The overall risk level of the financial company is low and the overall risk development trend is stable; The level of internal compliance risk is low, the level of compliance risk management is strong, and the trend of compliance risk management is stable. (III) risk control of main business
1. Credit business management
(1) The credit business objects of the finance company are limited to the member units of COSCO. The finance company implements unified credit management for credit business, establishes a customer credit risk identification and monitoring system and a perfect credit decision-making and approval mechanism. The finance company formulates the authorization rules of the board of directors and implements Hierarchical Authorization according to the hierarchical authorization management measures, that is, according to the nature and scale of business, the shareholders' meeting authorizes the board of directors, and the board of directors authorizes the chairman and general manager reasonably, so as to clarify the division of credit business responsibilities and authorities among the shareholders' meeting, the board of directors, the chairman and the general manager, so as to ensure scientific business decision-making and effective implementation; According to the different characteristics of credit business, we have formulated the measures for the management of loan business, the measures for the management of letter of guarantee business, the operating procedures for credit management of member units, the operating procedures for enterprise credit rating evaluation, the operating procedures for financial business pricing, the operating procedures for the management of credit business approval authority, the operating procedures for the five-level classification of credit assets and other systems to standardize the operating procedures of all kinds of credit business, Established a complete credit management system before, during and after loan.
(2) The finance company has established a credit management system with reasonable division of labor, clear responsibilities and mutual restriction to achieve the separation of loan approval. The loan investigator of the financial business department is responsible for the loan investigation and evaluation, and is responsible for the investigation errors and inaccurate evaluation; The credit reviewers of the legal compliance department are responsible for loan risk review and bear the responsibility for review errors. The supervision and audit department is responsible for post audit and compliance inspection of business policies, procedures and restrictions. In the development of credit business, the former, the middle and the backstage systems are separated from each other: the treasury management department is responsible for grading credit to the member units, and the financial business department is responsible for the pre credit investigation and post loan inspection. The compliance department at the central stage is responsible for the compliance review and the continuous credit risk monitoring. The Settlement Department of the post stage is responsible for the issuance and return of the credit funds, and a number of departments perform their duties in the business system and cooperate with each other. It realizes the effective separation of different responsibilities.
(3) The finance company prevents the high concentration of the risk of a single customer through the credit decision-making and approval mechanism, prevents the issuance of loans in violation of the credit principle, and prevents the illegal investment of credit funds in high-risk areas and illegal activities; Through the loan risk classification system, standardize the recognition standards and procedures of loan quality to ensure the authenticity of loan quality.
2. Securities investment business management
(1) The finance company establishes and improves the investment decision-making and approval mechanism, implements the strict separation of front, middle and back office responsibilities, establishes the middle office risk monitoring and management system, and prevents traders from engaging in ultra vires transactions through the direct connection of system transactions, so as to prevent major losses caused by illegal operations and insufficient risk identification. The finance company formulates the authorization rules of the board of directors
