Tianjin Tianbao Infrastructure Co.Ltd(000965)
Risk assessment report of Tianjin Tianbao Finance Co., Ltd
The listed company (hereinafter referred to as “Tianbao Securities Co., Ltd.”) (hereinafter referred to as “Tianbao Securities Co., Ltd. No. 967”) has conducted the following risk assessment on the business status of the listed company and the financial supervision report of the listed company according to the requirements of the “self regulatory trading guidelines of Tianjin Securities Co., Ltd. ”
1、 Basic information of finance company
Tianjin Tianbao Finance Co., Ltd., established on September 25, 2012, is a limited liability company (wholly owned by legal person) funded by Tianjin Free Trade Zone Investment Holding Group Co., Ltd. The finance company obtained the business license with unified social credit code 91120118596145680b (original registration number 12011 Chongqing Taiji Industry (Group) Co.Ltd(600129) 177) renewed by the market and Quality Supervision Administration of Tianjin pilot Free Trade Zone on April 20, 2017, and the financial license of the people’s Republic of China issued by Tianjin Supervision Bureau of Bank Of China Limited(601988) industry supervision and Administration Commission on September 26, 2012.
As of December 31, 2021, the registered capital of the finance company is RMB 3 billion and the paid in capital is RMB 3 billion. Among them, Tianjin Free Trade Zone Investment Holding Group Co., Ltd. invested 3 billion yuan, accounting for 100.00%.
Registered address of finance company: 801 / 802 / 803 / 804, building 4, Huijin Plaza, No. 35, West Fifth Road, Tianjin Airport Economic Zone.
Legal representative: Shen Gang.
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; Fixed income securities investment; Buyer’s credit and financial leasing of products of member units (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2、 Basic information of internal control of finance company
(I) control environment
The finance company has established the board of shareholders, the board of directors, the board of supervisors and the senior management according to the regulatory requirements of the corporate governance structure. The board of directors has a strategic development committee, a risk management committee, a remuneration and assessment committee and an audit committee. It clearly stipulates the responsibilities of the board of directors and directors, supervisors, managers and senior managers in internal control, and defines the corporate governance structure in which the board of shareholders, the board of directors, the board of supervisors and managers assume their respective responsibilities, standardize operation and check and balance each other.
The finance company implements relevant national financial laws and regulations, guidelines and policies and the measures for the administration of enterprise group finance companies issued by Bank Of China Limited(601988) industry supervision and Administration Commission. The deposit and loan interest rates and various handling rates shall be in strict accordance with the provisions of the people’s Bank of China. The finance company shall open a RMB account with the people’s Bank of China and pay the deposit reserve in accordance with the regulations. The finance company has set up a perfect organization and established management systems and risk management systems for deposits, loans, investment, settlement, finance, labor and personnel management. The finance company shall establish an audit system for all businesses, and set up a full-time audit department independent of the operation and management, which is directly responsible to the board of directors.
The relevant systems of the finance company in terms of control environment include: articles of association, rules of procedure of the board of directors, rules of procedure of the board of supervisors, rules of procedure of the general manager’s office, rules of procedure of the risk management committee of the board of directors, rules of procedure of the strategic development committee of the board of directors, rules of procedure of the remuneration and assessment committee of the board of directors, rules of procedure of the audit committee of the board of directors, etc.
(II) risk identification and assessment
The finance company has established the compliance and risk management department and the internal audit department to supervise and audit the company’s business activities by setting up in-process supervision and post event supervision posts. Each department shall establish a risk assessment system and business management system within its scope of responsibility, formulate its own different risk control systems, operation processes and risk prevention measures according to the different characteristics of each business, separate the responsibilities of each department and supervise each other, and predict, evaluate and control various risks.
The finance company has formulated management measures, operating procedures and other system documents to standardize internal control, including internal control management measures, rules and regulations management measures, legal affairs management measures, authorization management measures, internal audit quality control management measures, etc. In this issue, the Trial Measures for accountability of illegal operation and investment of Tianjin Tianbao Finance Co., Ltd., the guidelines for investigating and dealing with clues of illegal operation and investment of Tianjin Tianbao Finance Co., Ltd., the notice of Tianjin Tianbao Finance Co., Ltd. on Further Strengthening the classified management of financial asset risk, and the notice of Tianjin Tianbao Finance Co., Ltd. on further standardizing credit management were newly formulated and issued The notice of Tianjin Tianbao Finance Co., Ltd. on Further Strengthening the work related to risk compliance management and the management measures for self-assessment of money laundering and terrorist financing risks of Tianjin Tianbao Finance Co., Ltd. have further strengthened the internal control and refined risk management.
(III) control activities
1. Fund management
In accordance with the rules and regulations stipulated by relevant state departments and the people’s Bank of China, the finance company has formulated business management measures such as settlement business management measures, liquidity risk management measures and bank account management measures, so as to effectively control business risks.
(1) In terms of fund plan management, the business operation of the finance company strictly follows the management requirements for assets and liabilities in the measures for the management of enterprise group finance companies, and ensures the safety, liquidity and efficiency of 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 finance 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 centralized fund management and settlement business, member units open settlement accounts in the financial company. The financial company realizes fund collection, allocation and settlement through the core business system, and takes measures such as physical isolation of internal and external networks, direct connection between banks and enterprises, CFCA certificate and application security gateway to strictly ensure the security and rapidity of settlement and high data security. Its internal network is as follows: the core business system is connected to each bank through the bank front-end computer, special firewall and bank router by special line. The settlement finance department is responsible for collecting the accounting accounting of the deposits of member units, keeping accounts in time, and strictly implementing the secondary review of accounting treatment, so as to ensure that the accounting treatment is timely and accurate and feed back problems in time. At the end of each day, the core business system transmits the settlement data to the financial accounting system to complete the financial bookkeeping.
The finance company strictly implements the internal control norms of monetary funds. Checks, online banking U shield, reserved bank financial special seal and reserved bank name seal are in the charge of different personnel, and strictly implements the application and approval system of bringing out the reserved financial seal.
2. Credit, guarantee, investment and other business control
At present, the business of the finance company to its internal member units mainly includes loans, guarantees, entrusted investment and other businesses. With the approval of the reply of China Banking Regulatory Commission on the new business scope of Tianbao Finance (YJF [2019] No. 911), the finance company has carried out fixed income securities investment business in the external market.
The finance company has obtained the transaction qualification of the national inter-bank bond market. It can invest in inter-bank bond transactions and raise funds through cash bond trading, pledge repurchase and buyout repurchase. It has the functions of investment and liquidity management, and improves the active management ability of the investment business of the finance company. According to the relevant specifications of the CBRC, it is clear that the specific varieties of existing fixed income securities investment include: Treasury bonds issued in the inter-bank market, central bank bills, financial bonds, short-term financing bonds, medium-term notes, AAA corporate bonds, and money market funds. The finance company shall strictly implement the requirements of the CBRC.
In 2021, the finance company granted unified credit to all member units, approved the unified credit lines of different business types of member units, and implemented them after being reviewed and approved by the board of directors. Under the unified credit framework, the credit and guarantee business shall be carried out according to the annual comprehensive credit and medium and long-term credit. As of the end of the reporting period, no loan overdue, interest arrears or other default has occurred in any member unit. Various businesses of the finance company have been effectively implemented in accordance with relevant process and system documents.
According to the different characteristics of various businesses, the finance company has formulated the working procedures of credit review committee, unified credit management measures, credit issuance review management measures, asset risk classification management measures, loan business management measures, asset risk classification management measures, guarantee business management measures, working capital loan management measures and fixed asset loan management measures Measures for the administration of bill discount business, measures for the administration of financial leasing business, measures for the administration of real estate development loans, measures for the administration of syndicated loans, measures for the administration of M & A loans, measures for the administration of low credit risk credit business, measures for the administration of China’s letter of guarantee business, measures for the administration of operating property loans, measures for the administration of fixed income securities investment Institutional documents such as the measures for the management of bond investment risk, the measures for the management of interbank access, the measures for the management of interbank credit extension, and the measures for the management of interbank demand deposit fund distribution.
3. Internal audit system
The finance company implements the internal audit system and establishes the internal audit department. Under the leadership of the board of directors of the finance company, the audit independently performs the function of internal supervision and is directly responsible to the board of directors of the finance company.
The finance company has formulated internal audit systems such as internal audit articles of association to ensure the comprehensive and independent development of internal audit.
The internal audit department conducts internal audit on the corporate governance, risk management, internal control and various businesses of the financial company, so as to promote compliant operation and steady development, prevent and resolve financial risks. The manager of the internal audit department is responsible for formulating and organizing the implementation of internal audit rules and regulations, medium and long-term audit planning and annual work plan, doing a good job of coordination, timely reporting the internal audit work to the board of directors, and being responsible for the overall quality of the audit work.
4. Management information system and risk control
Since its business, the finance company has used the core business system of Tianbao finance company provided by Jiuxing company for business management and internal management. Through this system, a direct electronic operation mode of capital exchange is established between the computer management information system within the group enterprise and the commercial bank. By December 31, 2021, the business system operates normally without major changes and modifications.
In order to meet the needs of inter-bank bond trading and other businesses, the local currency trading system (foreground transaction), China bond registration and clearing house (background custody and settlement) system completed by the finance company will operate normally by December 31, 2021.
The finance company has formulated a network security scheme and established a risk prevention system, and established a security application system among member units, finance companies and banks by using bank enterprise direct link, certificate authentication, identity recognition, role authority setting, database encryption and other prevention and control methods to ensure the security of data entry and transmission. Regularly or irregularly test and maintain the business operation module to repair possible system risk vulnerabilities. Real time prevention and control of viruses and third-party intrusion that may occur in the operation of business system through firewall, anti-virus software, network monitoring and other methods. Establish an effective emergency plan to ensure the safety of system data and funds.
The relevant processes and systems formulated by the finance company in terms of management information system and risk control include: Windows Server security technology management measures, data backup management measures, system development and change management measures, core business system USBKEY management measures, information technology post management measures, information system risk management measures, employee information security management measures Computer anti-virus management measures and other systems.
(IV) overall evaluation of internal control
The governance structure of the financial company is standardized, and various internal control systems have been established and improved and effectively implemented. In terms of fund management, the finance company has formulated the corresponding internal control system of fund management and fund business risk control procedures to control the overall risk at a reasonable level; In terms of credit business, the finance company has formulated corresponding credit management internal control system and credit business risk control procedures to control the overall risk at a reasonable level; In terms of guarantee business, the finance company has formulated corresponding guarantee business management system and guarantee business risk control procedures to control the overall risk at a reasonable level; In terms of investment business, the finance company has formulated corresponding investment business management system and investment business risk control procedures to control the overall risk at a reasonable level. As of December 31, 2021, the above internal control design is reasonable.
3、 Operation management and risk management of finance company
1. Operation
As of December 31, 2021, the total assets of the finance company were 69590822 million yuan, deposits with banks 14324959 million yuan, deposits with the central bank 1551313 million yuan, deposits 30967533 million yuan and deposits 19.805 million yuan; In 2021, the operating income was 258074200 yuan (including investment income of 24.778 million yuan, net income after deducting interest expenses of 669338 million yuan and net income after deducting handling fees and commission expenses of 260200 yuan). In 2021, the total profit was 248818 million yuan and the net profit was 187777100 yuan.
2. Management
Since its establishment, the finance company has always adhered to the principle of sound operation, standardized its business behavior and strengthened its internal management in strict accordance with the company law, the banking supervision and administration law, the accounting standards for business enterprises, the measures for the administration of financial companies of enterprise groups, relevant national financial regulations and regulations and the rules and procedures of financial companies, and formulated the general norms for risk management and the measures for the administration of risk preference Risk limit management measures, internal control management measures, compliance risk management measures, capital management measures, asset risk five level classification management measures, non-performing loan identification management measures, authorization management measures, anti money laundering and anti terrorist financing management measures, internal audit articles of association and other management measures. The finance company has never had any deposit withdrawal, failure to pay due debts, overdue large loans or guaranteed advances or computer loans
