China National Software And Service Company Limited(600536) the risk assessment report of handling deposit and loan business in China Electronic Finance Co., Ltd
China National Software And Service Company Limited(600536) (hereinafter referred to as “the company”) has assessed the business qualification, business and risk status of the finance company by checking the financial license, business license and other certificates of China Electronic Finance Co., Ltd. (hereinafter referred to as “the finance company”), and reviewing the capital verification report of the finance company. Now the relevant risk assessment is reported as follows:
1、 Basic information of finance company
The predecessor of the finance company is China Information Trust and Investment Corporation. China Information Trust and Investment Corporation was approved by the people’s Bank of China on March 15, 1988 and registered with the State Administration for Industry and Commerce on April 21 of the same year. It is a national non bank financial institution and an enterprise directly under the Ministry of electronic industry. Its business is under the leadership, management, supervision, coordination and audit of the people’s Bank of China and the State Administration of foreign exchange.
On November 6, 2000, with the approval of the people’s Bank of China, China Information Trust and Investment Corporation was reorganized into an enterprise group finance company and renamed China Electronic Finance Co., Ltd. It began formal operation in 2001 and obtained the financial institution legal person license with the license number of l0014h21100001. After the capital increase in 2009, the registered capital of the company was 1.05 billion yuan (including US $15 million), and China Electronic Information Industry Group Co., Ltd. contributed 535 million yuan, accounting for 50.932% of the total share capital. It is the largest shareholder and ultimate controller of the company; There are five other member units in the group with a total equity participation of RMB 515 million.
In July 2012, the shareholders’ meeting of the finance company decided to increase capital and shares. The increased registered capital was subscribed by the original shareholders first, and the part that the original shareholders gave up the subscription was subscribed by Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Co., Ltd. and CLP Smart Card Co., Ltd. the total registered capital increased by 700943 million yuan, which was contributed by all shareholders in currency. After the capital increase, the registered capital of the finance company was 175094300 yuan. The above contributions have been verified, And issue a capital verification report.
In December 2017, with the approval of the former Beijing Banking Regulatory Bureau, the shareholder of the finance company, CLP Guangtong Co., Ltd., transferred 137069% of its shares to China Electronic Information Industry Group Co., Ltd. due to the acquisition Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Co., Ltd. transferred 5.7112% of its shares to China Electronic Information Industry Group Co., Ltd. due to the acquisition. After the industrial and commercial change, China Electronic Information Industry Group Co., Ltd. held 386165% of the company’s shares, with a capital contribution of 676.15 million yuan. Shareholders and shareholding ratio after industrial and commercial change are as follows:
Shareholder name investment amount shareholding ratio (%)
China Electronic Information Industry Group Co., Ltd. 107478900000 613835
Nanjing Zhongdian panda Information Industry Group Co., Ltd. 44000000000 251293
Wuhan Zhongyuan Electronics Group Co., Ltd. 10000000000 5.7112
China Electronics Import and Export Co., Ltd. 8685700000 4.9606
CLP Smart Card Co., Ltd. 375 Shanghai Pudong Development Bank Co.Ltd(600000) 0 2.1451
China CLP International Information Service Co., Ltd. 1173700000 0.6703
Total 175094300000 100.00
Legal representative: Zheng Bo.
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; 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; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Portfolio investment. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they 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 industrial policies of this city.)
2、 Basic information of the internal control system of the financial company
(I) control environment
The finance company implements the general manager responsibility system under the leadership of the board of directors. The finance company has established the board of shareholders, the board of directors and the board of supervisors in accordance with the provisions of the articles of association of China Electronic Finance Co., Ltd., clearly defined the responsibilities of the board of directors and directors, the board of supervisors and supervisors, managers and senior managers in internal control, and established a corporate governance structure in which the general meeting 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 organizational structure of the finance company is as follows:
Shareholders’ meeting
Strategy Committee
Remuneration and assessment committee
Board of supervisors and board of directors
Budget and audit committee
Risk management committee
Management team
Comprehensive financial management, financial structure, trade wind, financial audit, party management department, financial calculation, interest insurance and accounting group (Director: trade union office of Municipal Transportation Technology Department, trade union office, human resources department I and II)
The finance company will put strengthening the construction of internal control mechanism, standardizing operation, preventing and resolving financial risks in the first place of all work. Based on cultivating employees with good professional ethics and professional quality and improving employees’ risk prevention awareness, the company will comprehensively improve the internal control system of the company by strengthening or improving various systems such as internal audit, training education, assessment and incentive mechanism.
(II) risk identification and assessment
The finance company has prepared and completed a series of internal control systems, improved the risk management system, implemented the internal audit supervision system, established the internal audit department responsible for the board of directors, established internal audit management methods and operating procedures, and conducted internal audit and supervision on the economic activities of the finance company and its subordinate units. All departments and institutions shall establish risk assessment system and project responsibility management system within the scope of their responsibilities, formulate their own different risk control systems, standardized operation processes, operation standards 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 in self operation.
(III) control activities
1. Fund management
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 management measures such as inter-bank investment credit management measures, inter-bank deposit management measures, inter-bank lending business management measures, commercial bill rediscount and rediscount business management measures, trust asset trust business management measures, entrusted investment business management measures, entrusted loan management measures, etc Business operation process, effectively controlling business risks.
(1) In terms of fund plan management, the business operation of the finance company strictly follows the asset liability management of the measures for the administration of financial companies of enterprise groups, and ensures the safety and liquidity of the company’s funds through the formulation and implementation of fund plan 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 internal transfer settlement business, financial member units open settlement accounts in the company, and realize fund settlement by logging in to the company’s settlement platform, submitting instructions online and submitting written instructions to the company, so as to strictly ensure the safety, quickness and smoothness of settlement, and have high data security. Its internal network is as follows:
At the end of each day’s business, the settlement department will transfer the business data to the finance department for accounting. The financial department shall keep accounts in time and review by replacement to ensure that the accounts are recorded in time and accurately, feed back problems in time, and incorporate the fund accounting into the overall financial accounting of the company. In order to reduce the risk, the company will hand over the check, the reserved bank financial seal and the reserved bank seal to different personnel in charge.
(4) In case of short-term interbank financing, the company shall disclose the interbank financing position through the national interbank financing system in a timely manner in accordance with the measures for interbank financing management.
2. Credit business control
(1) Credit management
The loan management adopts the customer manager responsibility system, and the loan object of the finance company is limited to the member units of China Electronic Information Industry Group Co., Ltd. According to the different characteristics of various businesses, the measures for the administration of comprehensive credit business, the measures for the administration of loan business, the measures for the administration of commercial bill discount business, the measures for the administration of bill agency discount business, the measures for the administration of entrusted loan and the measures for the Administration of syndicated loan business have been formulated to standardize the operation processes of various businesses. Established a complete credit management system before, during and after loan:
A loan management method of separating loan examination and approval and grading approval has been established. Loan investigation and evaluation personnel are responsible for loan investigation and evaluation, and bear the responsibility for investigation errors and inaccurate evaluation; Loan reviewers are responsible for the review of loan risks and bear the responsibility for review errors; Loan issuing personnel are responsible for the inspection and collection of loans, and bear the responsibility for inspection errors and ineffective collection.
The approval of the credit line of the finance company and the issuance of credit assets shall be decided by the loan approval committee. The credit and loan applications approved by the financial market department shall be submitted to the loan approval committee for approval after the risk management department issues risk opinions.
(2) Post loan management
The financial market 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 finance company regularly classifies the risk of loan assets according to the provisions of the five level classification of asset quality and the Interim Measures for the administration of withdrawal and write off of asset loss reserves, and withdraws loan loss reserves according to the degree of loan losses.
3. Investment business control
The finance company mainly manages the stock investment products, including the medium note and principal guaranteed financial management in the inter-bank market, corporate bonds and stocks in the exchange market. In order to standardize its securities business and strengthen the management of its investment business, the company has revised and formulated the measures for the management of securities investment business, the measures for the management of bond investment, the measures for the management of exchange bond repurchase, the measures for the management of fund investment business and the measures for the management of investment business of asset management products in accordance with relevant national policies and regulations and relevant rules and regulations of the company The measures for the management of bank financial management and investment business and other systems have launched the investment information system to strengthen the management of investment approval, fund disbursement, risk control, data statistics, financial accounting and so on.
4. Intermediate business control
The intermediary business of the finance company is mainly divided into entrusted loan business and entrusted investment business.
The entrusted loan business shall be handled by the financial market department of the finance company. When handling the entrusted loan business, the finance company follows the principle of no advance and no risk, that is, the entrusted loan must be deposited before the loan, the total amount of the entrusted loan shall not exceed the total amount of the entrusted deposit, the loan is not due or not recovered, and the client cannot withdraw the corresponding entrusted deposit. Supervise the use of entrusted deposits and loans and assist in recovery.
The investment varieties of entrusted investment business include money market funds, bank financial management and other financial products. After the financial market department accepts the entrustment, the financial transaction department shall make an inquiry from relevant financial institutions according to the customer’s needs, find suitable financial products and timely communicate with the financial market business department. The financial market business department negotiates with the entrusting party the specific terms and regulations of the entrusted investment agreement
