Citic Securities Company Limited(600030)
About Zhejiang Provincial New Energy Investment Group Co.Ltd(600032)
Zhejiang Energy Group Finance Co., Ltd
As the sponsor of Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) (hereinafter referred to as ” Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) ” or “the company”) for non-public offering of shares in 2022, Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) has fulfilled the obligation of continuous supervision on Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) in strict accordance with the requirements of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 11 – continuous supervision “, In accordance with the provisions of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 5 – transactions and related party transactions, during the continuous supervision period, the financial service cooperation agreement and related party transactions signed between the company and Zhejiang Energy Group Finance Co., Ltd. (hereinafter referred to as “finance company”) were verified. The specific verification conditions are as follows:
1、 Introduction to basic information and related relationship of financial company
1. Basic information
Finance company is a non bank financial institution with the status of enterprise legal person approved by Bank Of China Limited(601988) insurance supervision and Administration Commission and registered with Zhejiang market supervision and Administration Bureau. The finance company was officially established in August 2006, with a registered capital of 28209596066 yuan, and the controlling shareholder is Zhejiang Energy Group Co., Ltd. The basic information of the finance company is as follows:
Business License Registration No.: 91330 Sgis Songshan Co.Ltd(000717) 866688j
Financial license institution code: l0046h23 Shanghai Hajime Advanced Material Technology Co.Ltd(301000) 1
Legal representative: Shi Yunfeng
Registered address: Floor 9, building 1, Huazhe Plaza, Huancheng North Road, Hangzhou
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; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Equity investment in financial institutions; Securities investment; Other businesses stipulated by laws and regulations or approved by the banking and insurance regulatory authority.
2. Basic information of internal control of finance company
The finance company has established the shareholders’ meeting, the general Party branch, the board of directors, the board of supervisors and senior management in accordance with the articles of association, and has clearly stipulated the responsibilities of the board of directors, directors, supervisors and senior management in risk management; The financial company has a sound governance structure, and has established an organizational structure with reasonable division of labor, clear responsibilities and clear reporting relationship in accordance with the principle of mutual checks and balances among decision-making system, supervision and feedback system and execution system, which provides necessary preconditions for the effectiveness of internal control.
The board of directors is responsible for ensuring that the finance company establishes and implements an adequate and effective internal control system; Examine and approve the overall business strategy and major policies, and regularly inspect and evaluate the implementation; Be responsible for ensuring that the finance company operates prudently within the framework of relevant laws and policies, clearly setting acceptable risk levels, and ensuring that the senior management takes necessary measures to identify, measure, monitor and control risks; Organization responsible for examination and approval; Be responsible for ensuring that the senior management monitors and evaluates the adequacy and effectiveness of the internal control system.
The board of directors has a risk management committee and an audit committee. The risk management committee is responsible for risk deliberation and decision-making on major matters such as business development, foreign investment and credit of the finance company. The audit committee is responsible for supervising and inspecting the implementation of the internal control system of the financial company.
Important control activities of the finance company:
In accordance with the rules and regulations of the China Banking and Insurance Regulatory Commission, the finance company has formulated various management methods and business systems on settlement management and deposit management. Each business system has a detailed operation process, defines each business link, executive role and main business rules of the process, and effectively controls business risks.
(1) Capital business control
1) Settlement management
In order to standardize the RMB settlement business, effectively control and prevent settlement risks and ensure the standardized, safe and stable operation of the settlement business, the finance company has formulated the measures for the administration of the accounts of member units and the operating procedures for the opening, change and cancellation of the accounts of member units in accordance with the payment and settlement measures of the people’s Bank of China, the administrative measures for the financial companies of enterprise groups and other laws and regulations Business management methods and operation processes such as the operating procedures for fund settlement business of member units and the management measures for agency payment control the risk probability of errors through standardized business operations. At the same time, submit budget, filing and payment instructions through the business system to strictly ensure the safety and convenience of settlement. The finance company formulates a strict reconciliation mechanism. Member companies can realize online reconciliation through the “online banking system” or offline reconciliation by printing account statements in the information system.
2) Deposit management
In order to strengthen the management of RMB deposits and standardize the company’s RMB deposit business, the finance company has formulated the measures for the management of deposits of member units and the measures for the management of interest rate pricing of deposits in accordance with the measures for the management of RMB unit deposits and other laws and regulations, and standardized the relevant operations of RMB deposit business. The finance company strictly examines the depositors’ expense accounts, strictly manages the reserved seal materials and deposit payment vouchers, and effectively prevents fraud; The finance company strictly follows the principles of equality, voluntariness, fairness and good faith, and the relevant policies are implemented in strict accordance with the relevant provisions of the CBRC and the people’s Bank of China, so as to fully ensure the capital safety of member units and safeguard the legitimate rights and interests of the parties.
3) Interbank business
In order to strengthen the inter-bank business management and standardize the inter-bank business process, the finance company has formulated the inter-bank business management measures in accordance with the notice on regulating the inter-bank business of financial institutions, the measures for the administration of inter-bank lending, the Interim Measures for the administration of inter-bank certificates of deposit, the measures for the Administration of bond transactions in the national inter-bank bond market and other laws and regulations, so as to clarify the division of business responsibilities and processes, Establish and improve the internal control mechanism of front, middle and back offices, strengthen internal supervision and inspection, and ensure that the business activities of peers comply with the law and the risks are effectively controlled. According to the price and actual demand of interbank market and money market, actively manage the position, launch interbank fixed-term and bond reverse repurchase and other businesses according to the capital plan on the premise of ensuring liquidity safety, seize the opportunity and actively negotiate the price of demand deposit and agreed deposit with cooperative banks, so as to effectively improve the capital use efficiency of the company.
4) Liquidity management
The finance company adheres to the steady and prudent liquidity management strategy and ensures that the liquidity level of the company is always kept in a safe state through the following measures: first, improve the liquidity indicators by adjusting the variety and term structure allocation of assets; Second, improve the initiative of management by strengthening fund plan management and liquidity monitoring; Third, by strengthening inter-bank cooperation, expand the scale of comprehensive credit and maintain smooth financing channels.
(2) Credit business control
In accordance with the relevant provisions of the CBRC and the people’s Bank of China, the finance company has formulated a number of business systems and operating procedures, such as the unified credit management measures, the loan business management measures, the M & a loan business management measures, the entrusted loan business management measures, the commercial bill acceptance business management measures, the commercial bill discount business management measures and the working rules of the credit review committee, It comprehensively covers the credit business of financial companies, such as credit process, self operated loan, entrusted loan, bill business and so on, forming a comprehensive credit business system. The finance company implements unified credit management, strictly reviews the credit application of member units, earnestly implements the credit due diligence and credit approval system, handles credit business within the credit line and strictly controls risks. Financial companies establish unified credit operation norms, and implement the three check system of top note survey, loan review and post loan inspection. The comprehensive credit line shall take effect after being reviewed by the risk management department and approved by the credit review committee. When handling specific credit business, it is necessary to implement relevant credit use management requirements, which shall be reviewed and approved by the risk management department and approved level by level before lending can be handled. After the implementation of the credit, continuously monitor various factors affecting debt repayment, and prepare the post loan management manual on a quarterly basis.
(3) Accounting control
In order to standardize accounting and provide true and complete accounting information, the finance company, in accordance with the accounting law of the people’s Republic of China, the accounting standards for business enterprises and other specific standards, the measures for the administration of financial companies of enterprise groups and other relevant national laws and regulations, combined with the requirements of the group and the actual situation of the finance company, Internal rules and regulations such as accounting policy system, internal accounting supervision and control management measures and accounting archives management measures have been formulated to standardize the accounting process. The accounting posts of the financial company shall be set with clear division of labor and separation of responsibilities, and the relevant provisions on post incompatibility shall be strictly implemented; Accounting shall be carried out in strict accordance with the standards, and necessary review procedures shall be implemented. Accounting recognition, measurement and reporting shall be carried out based on actual transactions or events, so as to ensure that the accounting information is true, reliable, complete and in line with the quality requirements of accounting information.
(4) Internal audit control
The board of directors is responsible for inspecting the implementation of the company’s internal audit system and supervising the implementation of the company’s internal audit system. The audit department is responsible for the specific implementation, and regularly reports the implementation of the company’s risk management policies and risk control to the chairman of the company. The finance company has established 14 audit systems, including the working system of the audit committee, the management measures for audit business, the audit procedures for accounting settlement business, the audit procedures for planned capital business and the audit procedures for credit business, which clarify the responsibilities and authorities of internal audit institutions and auditors, and the contents and procedures of various business audits. At the same time, the finance company strictly implements the requirements of laws and regulations and industry prudential supervision, carries out business within the business scope according to law, and regularly carries out routine audit and special audit, so as to achieve full coverage of all business lines. Timely put forward valuable improvement opinions and suggestions to the management of the financial company, the board of directors or the board of supervisors for the found weak links of internal control, imperfect management and various risks caused thereby.
(5) Information system control
The finance company has formulated systems and implementation rules including information security management measures, information technology risk management measures, data and information management measures, information system security operation and maintenance management measures and safety production management measures to standardize the information system security management. At present, the information system of the finance company is uniformly operated and managed by the information security department according to the relevant systems of the finance company. The information system of the finance company is developed by Beijing Jiu Henan Hengxing Science & Technology Co.Ltd(002132) Co., Ltd., which provides follow-up service support.
The business function modules of the financial company information system mainly include online banking business, counter settlement, clearing business, financial general ledger, rating credit, credit business, inter-bank business, investment business, position management, five level classification, bill business, customer information, price management, electronic receipt management, budget management, report module, portal management, workflow management, etc., realizing settlement management, deposit management, credit management Interbank management, investment management, fund plan, report management, user management and authority allocation, approval process management and other related business processing functions; The system is equipped with ERP interface platform, bank enterprise interface, e-ticket interface, regulatory submission interface, etc., which realizes the linkage with banks, ticket exchanges and external regulators.
(6) Investment business control
In order to strengthen the management of investment business and prevent investment risks, the finance company has formulated the detailed rules for the business process of investment in fixed income products, the operating procedures for the access of investment counterparties of fixed income products, and the detailed rules for primary market business in accordance with the securities law of the people’s Republic of China, the measures for the administration of financial companies of enterprise groups and other laws and regulations The management measures for equity investment business of financial institutions and the working rules of the Investment Review Committee and other business management measures and operating procedures standardize the processes and operations related to primary market investment, fixed income investment and equity investment business. The investment business process of the finance company is standardized, the division of labor of each department is clear, and the responsibilities are separated. The annual investment strategy, investment products and quota shall be implemented after being reviewed and approved by the board of directors. During the implementation of investment business, the quota shall be calculated and approved level by level according to the principle of strict control and mutual supervision. During the holding period of investment products, the investment R & D department shall continuously track all kinds of information related to the investment products, mark to market day by day, and timely understand the changes in the value of investment products, the issuer’s major business events, financial status, external rating changes and other information. In case of any event that has a significant impact on the company’s investment products, it is necessary to issue a sales proposal and stop the loss in time.
To sum up, the finance company has formulated relevant business systems and processes according to business needs, improved and effectively implemented the internal control system, and the overall risk is controllable.
3. Operation management and risk management of finance company
As of December 31, 2021, the total assets of the finance company were 33.651 billion yuan, the owner’s equity was 4.937 billion yuan, and the deposits of member units were 28.574 billion yuan. In 2021, the company realized an operating revenue of 845 million yuan, a total profit of 618 million yuan and a net profit of 469 million yuan. The data of the above financial company were unaudited.
Since its establishment, the finance company has always adhered to the principle of sound operation, standardized its business behavior and strengthened its internal control and risk management in strict accordance with the company law of the people’s Republic of China, the banking supervision and administration law of the people’s Republic of China, the basic norms of enterprise internal control, the accounting standards for enterprises, the measures for the administration of enterprise group financial companies, relevant national financial regulations and regulations and the articles of association of the finance company.
At present, the internal control of the finance company is effective, the risk is controllable, the operation is in good condition, there is no violation of the provisions of the measures for the administration of financial companies of enterprise groups, and has not brought any potential safety hazards to the company’s deposited funds.
2、 Overview of related party transactions
After the deliberation and approval of the fourth meeting of the first board of directors and the third extraordinary general meeting of shareholders in 2019, the company signed the financial service cooperation agreement with the finance company, which mainly includes: the finance company handles credit, settlement, investment banking and other businesses for the company. The two sides should strictly abide by the provisions of laws, regulations and relevant policies, and carry out business cooperation based on the principles of fairness, rationality and good faith. This cooperation is non exclusive cooperation, Both parties have the right to independently choose and decide the development of financial business.
The finance company and the company are the same controlling shareholder. According to the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5
