Beijing Aerospace Changfeng Co.Ltd(600855) and Aerospace Science and Industry Finance Co., Ltd
Verification opinions on signing financial cooperation agreement and related party transactions
As the sponsor of Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as " Beijing Aerospace Changfeng Co.Ltd(600855) " and "the company") for continuous supervision of public offering in 2004, in accordance with the provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 - transactions and connected transactions, China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " or "sponsor") checked the financial cooperation agreement and related party transactions signed between Beijing Aerospace Changfeng Co.Ltd(600855) and Aerospace Science and Industry Finance Co., Ltd. (hereinafter referred to as "finance company"), as follows:
1、 Basic information of finance company
Aerospace Science and Industry Finance Co., Ltd., a non bank financial institution approved by Bank Of China Limited(601988) Insurance Regulatory Commission (financial license No.: l0009h211 Ping An Bank Co.Ltd(000001) ) and registered with Beijing municipal market supervision and Administration Bureau (Unified Social Credit Code: 91110 Berry Genomics Co.Ltd(000710) 9288907), is subject to the supervision and administration of the CBRC in accordance with law. Registered capital: 438489 million yuan
Legal representative: Wang Houyong
Registered address: 12 / F, block B, No. 116, Zizhuyuan Road, Haidian District, Beijing
Date of establishment: October 10, 2001
The finance company carries out business within the business scope approved by the CBRC. At present, the business scope mainly includes: handling financial and financing consulting, credit assurance and related consulting and agency business for member units; Approved concurrent insurance agency business; Assist member units to realize the receipt and payment of transaction funds; 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; Equity investment in financial institutions; Securities investment; Buyer's credit and financial leasing of products of member units. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.).
2、 Basic information of internal control of finance company
(I) control environment
The highest authority of the finance company is the shareholders' meeting, which consists of the board of directors and the board of supervisors. The board of directors of the finance company is responsible for the major decisions of the company and is responsible to the shareholders' meeting. The board of directors has a strategy committee, an audit committee, a compensation management committee, a risk management committee and a securities investment decision-making committee. The financial company has clearly defined the responsibilities of the board of directors, the board of supervisors and the senior management in internal control, and defined the corporate governance structure in which the board of shareholders, the board of directors, the board of supervisors and the management have their own responsibilities, standardized operation and mutual checks and balances.
The finance company has established a relatively perfect organization, implemented the general manager responsibility system under the leadership of the board of directors, established budget management committee, credit review committee, risk control leading group and securities investment committee, and set up comprehensive management department, party masses and personnel department, finance department, credit department, settlement department, financial market department, law and risk management department, discipline inspection and audit department, network security and information department and other departments.
(II) risk assessment process
The finance company has formulated the provisions on comprehensive risk management. The overall goal of its internal risk control is to establish and improve the internal risk control system, implement effective risk management, cultivate risk management culture, reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and provide guarantee for the realization of the company's strategic objectives. The finance company has established a risk internal control organization system based on "three lines of defense", that is, each business department is the first line of defense; The legal and risk management department is the second line of defense; The audit department is the third line of defense.
(III) control activities
1. Credit guarantee business management
The loan object of the finance company is limited to the member units of China Aerospace Science and industry group. The finance company has formulated the measures for the administration of credit guarantee, the measures for the administration of commercial bill discount business, the measures for the administration of commercial bill acceptance business, the measures for the administration of electronic commercial acceptance bill guarantee business and other systems to standardize the operation process of various credit businesses of the finance company.
The finance company has made unified and clear provisions on different credit guarantee processes and management requirements such as guarantee guarantee, mortgage guarantee, pledge guarantee and margin, and the handling of guarantee follows the principles of equality, voluntariness, fairness and integrity; The acceptance and discount business of commercial bills shall be handled in accordance with the principle of "unified credit granting, separation of loan approval, hierarchical approval and clear responsibilities and rights".
2. Fund business management
The finance company has formulated regulations on fund management and other systems to standardize the fund management of the finance company. The fund management of the finance company shall follow the following principles:
(1) Safety principle. Ensure the safety of funds by standardizing the control of capital accounts, effectively granting credit to cooperative interbank institutions, embedding risk control into capital business processes, etc.
(2) Liquidity principle. Strengthen the management of capital position, improve the efficiency of capital allocation and ensure that the requirements of capital liquidity are met.
(3) Principle of efficiency. On the premise of meeting regulatory requirements and strictly controlling risks, strive to improve the level of capital return through rational allocation and operation of funds.
3. Investment business management
The finance company has formulated the measures for the administration of securities investment business. The investment business mainly includes new share subscription, stock secondary market investment, private placement investment, fund investment, bond investment, asset management product investment, trust product investment, bank financial product investment and national debt reverse repurchase business (excluding equity investment business). The securities investment business of the finance company follows the following principles:
(1) The principle of standardized operation and risk prevention. The development of securities investment business shall strictly abide by relevant laws, regulations and systems, follow the requirements of "checks and balances, independence and timeliness", and carefully select and standardize the operation.
(2) The principle of teamwork, division of labor and responsibility. Emphasize the overall cooperation consciousness of the investment team, and clarify the main principals of various securities investment businesses, be responsible for the research and coordination in their business fields, and enjoy the decision-making authority within the scope of authorization.
(3) The principle of Hierarchical Authorization and level by level decision-making. The securities investment business is divided into different levels of decision-making authority according to different quotas, with Hierarchical Authorization and level by level decision-making.
4. Audit management
The finance company has formulated internal control audit systems such as the articles of Association for internal audit (for Trial Implementation), improved the internal audit system, clarified the responsibilities and authorities of internal audit, and standardized the internal audit work. The objective of internal audit is to promote the implementation of relevant national economic and financial laws and regulations, guidelines and policies, regulations of regulatory institutions, regulations of the group company and the company's internal systems; Promote the company to establish and continuously improve effective risk management, internal control and compliance and corporate governance structure; Supervise and urge relevant audit objects to effectively perform their duties and jointly achieve the company's strategic objectives.
5. Information system management
The finance company has formulated the application system operation management measures and system use management measures to standardize the daily management of the application system, clarify the operation and maintenance process and responsibilities, ensure the safe, stable and efficient operation of the application system, the business operation process of employees in each department, and clarify the computer operation authority of the business system. The application system clearly defines the application and approval process of the use authority of each department and the authority of each post, Ensure the standardized operation of the system and effective risk control.
6. Settlement business
The finance company has formulated the management measures for settlement business, which clearly stipulates the fund transfer transactions related to the purchase and sale of goods, labor supply, fund allocation and other economic matters of group member units by transfer. The financial company shall follow the following principles in carrying out settlement business: abide by credit and perform payment; The company does not advance funds; Free access and confidentiality for customers; Deposit before use, no overdraft is allowed.
(IV) overall evaluation of internal control of financial company
The company's internal financial control system is basically perfect.
3、 Operation management and risk management
(I) operation
The main financial data of 2021 audited by accounting firms in compliance with the provisions of the securities law are as follows: as of December 31, 2021, the balance of deposits absorbed by the financial company was 16090478 million yuan, the balance of loans issued was 1056924 million yuan, and the balance of deposits with other banks was 14696835 million yuan; In 2021, the operating revenue was 150878 million yuan and the net profit was 106511 million yuan. The company was in good operation and developed steadily.
(II) management status
Since its establishment, the finance company has always adhered to the principle of sound operation, operated in strict accordance with 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 measures for the implementation of administrative licensing of non bank financial institutions, as well as relevant national financial laws, regulations and articles of association, and strengthened internal management. The finance company has never had any major events such as withdrawal of deposits, failure to pay due debts, overdue large loans or guaranteed advances, robbery or fraud, directors or senior managers involved in serious disciplinary violations, criminal cases and so on; There have never been any major institutional changes, equity transactions or operational risks that may affect the normal operation of the financial company; It has never been subject to administrative punishment or ordered to rectify by regulatory authorities such as Bank Of China Limited(601988) supervision and Administration Commission.
(III) deposits and loans of the company
As of December 31, 2021, the company's deposit balance (including accrued deposit interest) in the finance company was 789651800 yuan, and the loan balance was 0 yuan. The company has formulated a risk disposal plan for handling financial business in the financial company to ensure the safety of deposit funds in the financial company and effectively prevent, timely control and resolve deposit risks. In 2021, the company had no loan business with the finance company, and the balance of deposits in the finance company at the end of the year is as follows: unit: 10000 yuan
Total accrued interest receivable of corporate current deposit, fixed deposit and call deposit
Beijing Aerospace Changfeng Co.Ltd(600855) (parent company) 1819335700000 - 60.022525336
Changfeng technology 1517145 - 500000 6.902017835
Changfeng Kewei 1084245 --- 1084245
Aerospace Jingyi 246.55 --- 246.55
Aerospace Burke 241452 --- 241452
Chaoyang Power 1901564100000 - 14.302002994
Total 65883968 Shenzhen Fountain Corporation(000005) 00000 81.227896518
The company further strengthened the scientific nature of cash management. The overall arrangement of capital revenue and expenditure in 2021 is reasonable, and there is no major operating expenditure plan. The company can freely dispose of the deposits deposited in the financial company without affecting the normal production and operation. The company has no foreign investment and financial management. By the end of 2021, the company's deposits and loans in commercial banks and financial companies were compared as follows:
Unit: 10000 yuan
Unit finance company deposit commercial bank deposit finance company loan commercial bank loan
Beijing Aerospace Changfeng Co.Ltd(600855) (parent company) 2525336724006 --
Changfeng technology 20178351174860 --
Changfeng Kewei 1084245 368.90 --
Aerospace Jingyi 246.55 266.38 - 100122
Aerospace Burke 241452 715.51 - 400000
Chaoyang power supply 2002994369719 --
Total 78965182403664 - 500122
In 2021, the proportion of the company's deposits in the finance company was 76.66%, and the proportion of loans in the finance company was 0%. The company handles deposit and loan business for actual business needs, and the proportion of deposit and loan in the financial company is reasonable.
4、 Overview of related party transactions
The company plans to sign the financial cooperation agreement with the finance company, which will provide the company with deposit services, loans and other comprehensive credit services, settlement services and other businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission. As the finance company is a member of China Aerospace Science and Industry Group Co., Ltd., the actual controller of the company, and has an associated relationship with the company, the finance company is an associated legal person of the company in accordance with laws and regulations such as the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and connected transactions, The signing of the financial cooperation agreement between the finance company and the company constitutes a connected transaction.
5、 Main contents and pricing policies of the financial cooperation agreement
