Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd
Report on continuous risk assessment of CCCC Finance Co., Ltd
1、 Basic information of CCCC Finance Co., Ltd
CCCC Finance Co., Ltd. (hereinafter referred to as “finance company”) was established on July 1, 2013. It is a non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission. Financial license institution code: l0071h21 Ping An Bank Co.Ltd(000001) . Unified social credit Code: 9111 Shenzhen Quanxinhao Co.Ltd(000007) 1677369e.
Business scope: (I) handle financial and financing consulting, credit assurance and related consulting and agency business for member units; (II) assist member units to realize the receipt and payment of transaction funds; (III) approved insurance agency business; (IV) providing guarantee to member units; (V) handling entrusted loans between member units; (VI) handling bill acceptance and discount for member units; (VII) handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (VIII) absorbing deposits from member units; (IX) handle loans and financial leases for member units; (x) engaging in interbank lending; （11） Underwriting corporate bonds of member units; （12） Equity investment in financial institutions; （13） Securities investment (excluding stock investment); （14） Consumer credit, buyer’s credit and financial leasing of products of member units; Part time insurance agency (the business license of part-time insurance agency is valid until November 25, 2022).
2、 Basic information of internal control of finance company
(I) control environment
The finance company has established an internal control system. Including: articles of association, various management systems and business operation processes, etc. The articles of association of CCCC Finance Co., Ltd. defines the basic principles for the establishment of the company, defines the mode of capital contribution of shareholders, determines the business scope of the company, defines the rights and obligations of shareholders, standardizes the functions and powers and rules of procedure of the board of shareholders, the board of directors and the board of supervisors, stipulates the management mode of business management institutions, and emphasizes the importance of supervision and management and risk control. The basic authorization management system of the company has been established, so that posts at all levels have duties and powers, commensurate functions and powers, equal rights and responsibilities, give full play to the incentive and restraint mechanism, and form a streamlined and efficient working atmosphere.
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 shareholders, the board of directors, the board of supervisors and the management of the company shall be established. There are two professional committees under the board of directors, including risk management committee and audit committee, and the company’s management layer has a credit review committee. The responsibilities of each committee and each department of the company are as follows: the risk management committee is established in accordance with the articles of association of CCCC Finance Co., Ltd. and the resolution of the board of directors. It is a permanent institution for the board of directors to carry out risk management and is responsible to the board of directors. The risk management committee is composed of three directors. Authorized by the board of directors, it organizes and guides the risk management work and is mainly responsible for the risk management of the company; Review the general policies and procedures of the company’s risk management.
The audit committee is a permanent body of the board of directors to conduct audit. Its main responsibilities and authorities are as follows: (1) supervise the company’s internal audit system and its implementation; (2) Responsible for the communication between internal audit and external audit; (3) Review the company’s financial information and its disclosure; (4) Review the company’s internal control system; (5) Pre review the contents related to the responsibilities of the Committee in the proposal of the meeting of the board of directors; (6) Other matters assigned by the board of directors.
The credit review committee is a special credit review body established by the finance company. Its tasks mainly include: (1) reviewing the company’s credit policy, credit business development strategy, credit customer access standards, credit business credit management and other major issues; (2) Review the company’s annual credit plan, credit asset quality, credit business risk and internal control management; (3) According to the regulations, review various credit businesses that need to be submitted to the loan review committee for review; (4) Review new business varieties; (5) Review the remedial plan of credit projects with significant changes in risk; (6) Review asset disposal plans, non-performing asset restructuring, major litigation cases and other asset preservation businesses; (7) Review the report on the settlement and management of non-performing loans; (8) Consider other matters that the general manager deems necessary to be submitted to the loan review committee for consideration. The credit review committee is composed of five members, including one chairman, who is served by the deputy general manager in charge of risk management of the company.
The Office (the office of the board of directors) is responsible for the drafting of documents of the office meeting of the board of directors and the general manager of the company and other meeting organization and daily affairs; Be responsible for implementing and supervising the implementation of the resolutions of the board of directors and the general manager’s office meeting; Be responsible for the company’s daily administrative affairs, comprehensive coordination, public relations outreach, confidentiality, public security, logistics services and vehicle management; Be responsible for the management and development of the company’s human resources, employee employment, labor contract, labor salary, social insurance, education and training, vocational skill appraisal, foreign affairs and retiree management.
The settlement business department is responsible for taking deposits and handling settlement business; Calculate and pay deposit interest and collect loan interest; Be responsible for the daily work of opening and closing accounts of members of the company; Undertake the management of the seal, voucher and system key of the settlement business of the financial company; Be responsible for the coordination and communication of accounting settlement with member units, the people’s Bank of China and commercial banks, and timely solve the problems encountered in the settlement business of the financial company; Be responsible for formulating the development plan and operating procedures of the company’s settlement business; Organize the implementation of relevant settlement methods and operating procedures. Participate in the formulation of the company’s development plan and annual work plan.
The credit business department is responsible for establishing the company’s credit business system, implementing the national and company’s credit policies, formulating and improving the company’s credit business management system and operating procedures, and organizing the implementation; Responsible for the marketing and maintenance of credit business customers, credit investigation and declaration, and customer rating; Responsible for credit granting, investigating and handling short-term loans, medium and long-term loans, entrusted loans, financial leasing business, bill business, guarantee, factoring business and related financial credit business; Be responsible for post loan monitoring and temporary management of credit business, supervise the use of loans, review and be responsible for the recovery of loan principal and interest; Be responsible for the statistical analysis of credit business, preparation of statements, collection and management of business reports and archives, and timely provide relevant information to the company’s leaders and departments; Participate in the formulation of the company’s credit plan; Participate in the formulation of the company’s development plan and annual work plan; Be responsible for the company’s financial and financing consulting business; Handle credit assurance and related consulting business; Be responsible for carrying out the company’s approved insurance agency business. The planning and finance department is responsible for formulating and implementing the company’s accounting system, tax system and financial management system in accordance with various national policies and regulations; Be responsible for the company’s financial accounting and handling expense reimbursement; Responsible for the company’s tax work, handling declaration and tax payment; Be responsible for the company’s formulation of fund plan, handling fund allocation, financial interbank and other related businesses.
The financial development department is mainly responsible for the unified management of the company’s domestic commercial insurance, improving the management of the unified insurance platform and establishing the unified insurance service system according to the requirements of the group for the establishment of unified management of domestic commercial insurance. At the same time, cooperate with the application for financial investment business qualification to carry out relevant research and preparation.
The information technology department is responsible for implementing the guidelines, policies, laws and regulations of relevant state departments, SASAC and China Communications Construction Company Limited(601800) relevant information work; Be responsible for formulating the company’s informatization development strategy, information system planning scheme and annual plan, and organizing relevant construction work.
The risk management department is responsible for designing the internal control system, organizing and urging all business departments to establish and improve internal control; Organize the research and formulation of the company’s risk management policies, risk assessment standards, risk assessment techniques and relevant management systems; Formulate and organize the implementation of risk control plan; Business management rules and regulations related to risk management drafted by the company’s asset department; Organize the implementation of credit review and approval; Conduct due diligence on the credit business of the credit review committee and form submission opinions; Be responsible for the internal credit rating inspection of the company’s customers and the risk review of various credit business; Be responsible for the daily work of the risk management committee and the credit review committee; Report the company’s risk management to the regulatory authority, the company’s management and the board of directors as required, and organize the implementation of the relevant requirements of the regulatory authority and the management; Conduct risk management and compliance inspection on various businesses of the company; Be responsible for contract management; Be responsible for legal affairs, external regulatory compliance and submission.
The audit department (the office of the board of supervisors and the office of the Commission for Discipline Inspection) is responsible for formulating internal audit procedures and implementing the annual audit work plan; Review and evaluate the company’s operation status, risk status and management, and timely analyze, feed back and supervise; Be responsible for special audit of hot issues in the process of operation and management of the company; Carry out follow-up audit, supervise the rectification and do a good job in file management; Be responsible for the daily liaison and meeting organization of the audit committee. Be responsible for formulating the company’s supervision work plan, scheme and organization implementation, and standardizing the operation and management and the performance of leaders. Be responsible for the work of the office of the board of supervisors of the company, implement the resolutions or decisions of the board of supervisors, and register and archive the documents of the board of supervisors. Be responsible for the work of the office of the company’s Discipline Inspection Commission, the construction of the company’s Party style and clean government, the supervision of cadres, the supervision of the appointment, removal and assessment of cadres, and other daily work of the Discipline Inspection Commission.
The party masses work department (corporate culture department and trade union office) is responsible for the company’s party affairs, corporate culture construction, spiritual civilization construction, news publicity, United Front work, trade union, Communist Youth League, etc.
2. The organization chart of the finance company is as follows:
(II) risk identification and assessment
The finance company has formulated a sound risk management system, established a risk management committee responsible for the board of directors, and established a risk management department to supervise the company’s business activities. Each business department shall formulate corresponding standardized operation procedures, operation standards and risk prevention measures according to each business, supervise each other, and predict, evaluate and control various risks in business operation.
(III) control activities
1. Settlement business control
(1) Establish internal control system for settlement business
In accordance with various rules and regulations stipulated by relevant state departments and the people’s Bank of China, the finance company has formulated business systems and operation processes such as the measures for the management of capital settlement of CCCC Finance Co., Ltd., the measures for the management of RMB settlement account of CCCC Finance Co., Ltd., the measures for the management of RMB deposit business of CCCC Finance Co., Ltd., and the internal control system of settlement business of CCCC Finance Co., Ltd, Clarify the operation specifications and control standards of various settlement and deposit businesses, and effectively control business risks.
(2) Ensure the safety of enterprise funds
In terms of deposit business, we will strictly follow the principles of equality, voluntariness, fairness and good faith, operate strictly within the normative authority issued by the CBRC, ensure the safety of enterprise funds and safeguard the legitimate rights and interests of all parties.
(3) Timely handle centralized fund management and internal transfer settlement business
The enterprise opens a settlement account in the financial company. By logging in to the business system of the financial company and submitting instructions online, the system automatically receives and matches the bank, so as to realize capital settlement, strictly ensure the safety, quickness and smoothness of settlement, and have high data security. The settlement business department has handling posts and review posts to ensure timely and accurate accounting and timely feedback of problems found.
2. Credit business control
(1) Build internal control system for credit business
The finance company has formulated a series of management measures, including the measures for the administration of comprehensive credit of CCCC Finance Co., Ltd., the measures for the administration of self operated loan business of CCCC Finance Co., Ltd., and the measures for the administration of commercial bill discount business of CCCC Finance Co., Ltd., in accordance with the general principles of loans, the measures for the administration of enterprise group finance companies, and the relevant provisions of Bank Of China Limited(601988) industry supervision and Administration Commission and the people’s Bank of China. At the same time, in order to effectively control the risk of credit business, the finance company has formulated corresponding operation procedures for relevant businesses.
(2) Strictly implement the mechanism of separation of loan review and hierarchical approval. The finance company manages the credit business according to the principle of separation of loan review and hierarchical approval. The decision-maker of the loan is the company’s credit review committee, the risk management department undertakes the responsibility of loan review, and the credit business department is responsible for the operation and management of the loan. After the finance company accepts the borrower’s application, the company’s credit business department will assess the borrower’s credit rating and determine the comprehensive credit line to the borrower according to the borrower’s credit rating and capital demand. After accepting the borrower’s credit business application, organize loan investigation to judge whether the loan application meets the credit use conditions. The risk management department shall conduct compliance review on loan application matters, comprehensively analyze loan related information, and submit review opinions to the credit review committee. The credit review committee shall make approval decisions on loan applications. The risk management department and the credit business department respectively supervise and implement the approval decisions of the credit review committee. The credit business department of the company is responsible for implementing the loan conditions.
(3) Post loan inspection
The finance company has formulated the classified management measures for asset quality risk of CCCC Finance Co., Ltd. and the management measures for post loan inspection of CCCC Finance Co., Ltd. and other measures. The credit handling personnel need to master the loan issuance and recovery at any time and submit the inspection report on time. The credit business department of the company is responsible for the post loan inspection of the loan, the recovery of loan principal and interest, credit risk supervision and early warning, etc.
3. Internal audit control
The finance company implements the internal audit and supervision system, establishes the internal audit department – Audit Department, which independently exercises the audit and supervision power under the direct leadership of the company’s board of directors and reports to the board of directors, and establishes relatively complete internal audit management methods and operating procedures, including the measures for the management of audit business of CCCC Finance Co., Ltd. and the measures for the implementation of internal control evaluation of CCCC Finance Co., Ltd, Conduct internal audit and supervision on various operation and management activities. The audit department is responsible for the internal audit business. According to the relevant provisions of national laws and regulations, financial policies, internal rules and regulations, the audit department reviews, verifies and evaluates the authenticity, legitimacy and effectiveness of the business operation and management activities of all departments of the financial company, standardizes the business behavior, prevents financial risks and ensures the steady development of the business of the financial company.
4. Information system control
In order to ensure the safe, steady and efficient operation of the finance company, the finance company has formulated relevant systems and introduced core business systems, including settlement, credit, bills, statements and other system docking platforms. The core business system of the finance company can control key business risk points such as capital settlement business, credit business and electronic document management, and some risks are automatically identified by the system. The specific business is divided by the operators according to the business departments set up by the company and perform their respective duties. The information system is installed in each business department according to the business module, and the management personnel of the financial company grant the operation authority of the operators within the business scope under their jurisdiction. Risk control runs through all kinds of businesses, departments, posts and operation links, strictly controls the functional authority, operation procedures, network security and log data of the information system, and monitors the possible risks in operation links, system links and decision-making links. Process control includes account balance dynamic monitoring, payment control and other functions
