Risk assessment report on deposit and loan and other financial business related to Peking University Founder Group Finance Co., Ltd
According to the requirements of self regulatory guidelines for listed companies No. 5 – transactions and related party transactions of Shanghai Stock Exchange, Founder Technology Group Co.Ltd(600601) (hereinafter referred to as “the company”) checked the financial license, business license of enterprise legal person and other certificates of Peking University Founder Group Finance Co., Ltd. (hereinafter referred to as “the finance company”), and consulted the balance sheet, income statement, cash flow statement and other financial statements, The business qualification, business and risk status of the financial company are evaluated, and the specific situation is reported as follows:
1、 Basic information of finance company
Peking University Founder Group Finance Co., Ltd. is a non bank financial institution approved by the Bank Of China Limited(601988) Industry Regulatory Commission (YJF [2010] No. 427). The financial license (Institution Code: l0114h21 Ping An Bank Co.Ltd(000001) ) was obtained on September 14, 2010, and the business license of enterprise legal person (Unified Social Credit Code: 9111010856209503xf) was obtained on September 17, 2010.
The registered capital of the finance company is 500 million yuan, of which Peking University Founder Group Co., Ltd. contributes 250 million yuan, accounting for 50% of the registered capital; Founder Industrial Holdings Co., Ltd. contributed RMB 212.5 million, accounting for 42.5% of the registered capital; The company contributed 375 million yuan, accounting for 7.5% of the registered capital. Legal representative of the finance company: Sun min, registered and place of business: 9 / F, founder building, No. 298, Chengfu Road, Haidian District, Beijing.
Business scope of the finance company: 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; Equity investment in financial institutions; Portfolio investment
2、 Basic information of internal control
（1） Control environment
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 Peking University Founder Group Finance Co., Ltd., and has clearly stipulated the responsibilities of the board of directors, directors, supervisors and senior management in internal control. The company has a sound corporate governance structure, scientific and standardized management and operation, and has established an organizational structure with reasonable division of labor, clear responsibilities and clear reporting relationship, which provides necessary preconditions for the effectiveness of risk management. The company has set up its organizational structure in accordance with the principle of mutual checks and balances among decision-making system, execution system and supervision and feedback system. The decision-making system includes the shareholders’ meeting, the board of directors and its subordinate Risk Management Committee and investment decision-making committee. The executive system includes the senior management and its subordinate loan review committee and all business functional departments. The supervision feedback system includes the board of supervisors, audit committee, risk, audit and compliance departments.
The organization chart of the finance company in 2021 is as follows:
Board of directors: be responsible for formulating the overall business strategy and major policies of the finance company to ensure that the company establishes and implements a full 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 company operates prudently within the framework of laws and policies, and ensure that the senior management takes necessary measures to identify, measure, monitor and control risks.
Board of supervisors: responsible for supervising the board of directors and senior management to improve the internal control system; Be responsible for supervising the board of directors and directors, senior management and senior management to perform internal control duties; Be responsible for requiring directors, chairman and senior managers to correct their behaviors that harm the interests of the company and supervise the implementation.
General manager: responsible for implementing the decisions of the board of directors; Formulate specific rules and regulations of the company; Establish procedures and measures for identifying, measuring, monitoring and controlling risks; Be responsible for establishing and improving the internal organization to ensure the effective performance of various responsibilities of internal control.
The risk management committee under the board of directors is responsible for the risk management of the company. The risk management committee is responsible for reviewing the general policy and risk preference of the financial company’s risk management, and reviewing the risk management plan and major risk management response policy of the financial company’s important business; Review the basic risk management system and internal control system of the finance company; Review the establishment of risk management organization and its responsibility scheme. The risk management committee is composed of members of the board of directors of the company; The permanent office is located in the risk management department.
Investment decision-making committee: the board of directors of the company has an investment decision-making committee, which is responsible to the board of directors. The investment decision-making committee is the deliberation and decision-making body of the company’s investment business. Be responsible for the consideration of investment strategy and investment direction.
Audit Committee: composed of the company’s directors, it is the audit management decision-making body under the board of directors, which is mainly responsible for the communication, supervision and verification of internal and external audits of the financial company.
Loan review committee: responsible to the general manager and make approval decisions on relevant working systems and procedures of credit business; Make approval decisions on the credit business and other businesses declared by the credit business department and the financial interbank department; Approve and make decisions on the responsibility identification of non-performing assets; Make decisions on the management and disposal of non-performing assets. The loan review committee is composed of the company’s leaders in charge of risk and the heads of relevant business departments.
Business departments: the company’s credit, interbank, capital settlement, financial management, information technology and other business departments include most of the company’s assets and businesses. They directly face all kinds of risks in their daily work and are the front line of the company’s risk management. Each business department undertakes the following risk management responsibilities:
1. Fully understand and analyze the risks of the Department, ensure that all businesses operate according to the established process, and all internal control measures are effectively implemented and implemented.
2. Record and archive the results of risk assessment and internal control measures, and accurately and timely report to the daily risk monitoring report required by the risk management department.
3. Continuously test and evaluate the effectiveness of internal control measures, and put forward suggestions on the improvement of operation process and internal control measures to the risk management department.
4. Discover and report possible risk categories in time, and put forward risk management suggestions.
Risk management department: it is the specific executive department of relevant decisions of the risk management committee and the executive organization that leads and coordinates the risk management work of all departments of the company. Its main responsibility is to study and put forward the basic risk management policies of the financial company, supervise and inspect the implementation, strategies and processes; Be responsible for risk identification, credit rating, risk assessment, credit business approval and asset classification; Study and put forward the construction scheme of the company’s risk management system; Organize the company to carry out risk identification and report the results of risk assessment; Be responsible for formulating the risk indicators of the financial company, tracking and implementing the relevant implementation, guiding relevant departments to carry out risk monitoring and prompt risks; Supervise the risk control of the finance company in terms of credit, market and operation, and put forward opinions on the risk management and internal control of the finance company; Organize the formulation of major risk management plans and assist in their implementation; Prepare the annual risk report of the financial company, urge the management and departments of the company to take necessary measures to effectively identify, evaluate, monitor, control and mitigate risks; Be responsible for monitoring and early warning the main risk indicators of the financial company and giving risk tips; Check, analyze and summarize the effectiveness of the company’s comprehensive risk management system, and study and put forward improvement plans; Organize risk management training; Organize and coordinate the daily work of comprehensive risk management.
Compliance department: mainly responsible for monitoring the company’s internal control, managing the company’s compliance, organizing compliance inspection and preparing relevant inspection reports; Assist all departments to formulate systems and be responsible for the legal affairs of the company.
Audit department: it is a department independent of the business level and operation management level. Its main responsibility is to carry out audit and supervision, carry out comprehensive audit and supervision on all departments, posts and businesses, including daily business audit and special audit, regularly report to the board of directors and the audit committee, and track and inspect the rectification of all departments.
（2） Risk identification and assessment
The finance company has formulated the internal control system and the management methods and operating procedures of various businesses. Establish an internal audit department to supervise and audit business activities. The company formulates different risk control systems, operation processes and risk prevention measures according to the different characteristics of various businesses. The responsibilities of various departments are separated and supervised each other to predict, evaluate and control various risks.
（3） 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 rules and business operation processes such as deposit business management rules, settlement business management rules, fund business management rules, internal account management rules, deposit interest rate pricing management rules and interbank deposit management rules, First of all, specify operation specifications and control standards in procedures and processes to effectively control business risks.
(1) In terms of fund plan management, the business operation of the company strictly follows the asset liability management requirements of the measures for the management of enterprise group financial companies, strictly follows the management measures, implements the fund plan management, and formulates the rules for daily liquidity management and emergency management and the rules for fund plan management to ensure the safety, efficiency and liquidity of the company’s funds.
(2) In terms of deposit business of member units, the 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, member companies open settlement accounts in financial companies and realize fund settlement through the settlement platform of financial companies, so as to strictly ensure the safety and quickness of settlement and high data security. The company strictly implements the internal control norms of monetary funds. Checks, reserved bank financial seals and reserved bank seals are in the charge of different personnel. In principle, the special financial seal shall not be taken out of the financial company. If it is necessary to take the seal out of the company for special needs, it must be approved by the relevant leaders, go through the registration and receiving procedures of the registration form for borrowing financial seal out of the company at the financial management department, and then take it out for use.
(4) In terms of external financing, in strict accordance with the relevant provisions of the measures for the management of enterprise group financial companies, the rules for the management of interbank credit of financial institutions of Peking University Founder Group Finance Co., Ltd., the rules for the management of interbank lending of Peking University Founder Group Finance Co., Ltd., and the rules for the management of agency business of Peking University Founder Group Finance Co., Ltd. have been established Business management measures and business operation processes such as the management rules for e-commerce bill rediscount and rediscount business of Peking University Founder Group Finance Co., Ltd. Select counterparties and handle various businesses according to relevant systems and processes.
2. Credit business
The loan object of the finance company is limited to the member units of the company. The finance company has established a loan management system with separate examination and loan approval and graded examination and approval. Various credit business management measures have been formulated, including credit rating management rules, credit management rules, self operated loan business management rules, commercial bill discount business management rules, commercial bill acceptance business management rules, external guarantee business management rules, syndicated loan business management rules, entrusted loan management rules, etc, The existing business processes are formulated and the corresponding operations are formulated.
In the process of specific business development, the finance company abides by the principle of separating the front, middle and back office, and ensures the effective separation of incompatible posts by establishing an organizational structure with reasonable division of labor and clear responsibilities, including the effective separation of loan investigation, loan review and loan issuance, transaction, risk and settlement, handling, risk control and finance; It plays the role of clear job responsibilities, mutual restriction and effective checks and balances.
3. Investment business
The company has formulated various investment rules and regulations to prevent various risks and provide financial guarantee for the company. The finance company strictly abides by the principle of prudent investment, gives priority to safety and liquidity, and all kinds of products comply with regulatory policies and industry requirements. The company formulates the annual investment plan and investment business authorization system at the beginning of each year to ensure the authorization at all levels and the clarity of rights and responsibilities. The finance company has established a unified credit management system to strictly manage the access and credit limit of counterparties. At the same time, the finance company has established a interbank and investment system to provide guarantee for the scientific and safe operation of business and improve the ability of risk control and management from all dimensions.
4. Internal audit
The finance company implements the internal audit system and establishes an audit department, which is responsible to the board of directors and reports to the board of directors. Establish internal audit affairs management system and operating procedures, and conduct internal audit and supervision on the whole process of the company’s economic activities. Supervise and inspect the implementation of the internal control of the financial company, the legitimacy, compliance, risk, accuracy and effectiveness of business and financial activities, find the weak links of internal control, imperfect management and various risks caused thereby, and put forward valuable improvement opinions and suggestions to the management.
5. Information system
The financial company information system is mainly used to provide fund settlement services, corporate credit management and accounting for member units. At present, the information system of the financial company operates stably and normally. The finance company has formulated a number of management systems such as information system emergency plan, computer room security management rules, information system user use management rules and digital certificate management rules to meet the needs of the company’s business accounting and standardizing its own business development.
（4） Overall evaluation of internal control
The internal control system of the financial company is relatively perfect and the implementation is effective. In the aspect of capital management, the risk of capital flow is controlled; In terms of credit business, corresponding risk control procedures have been established to control the overall risk at a reasonable level.
3、 Operation management and risk management
（1） Operation
The registered capital of the finance company was RMB 300 million when it was established. According to the resolution of the shareholders’ meeting on February 10, 2011, the finance company increased the registered capital by RMB 170 million. All shareholders had paid it up at one time before February 18, 2011, and the registered capital after change was RMB 2 million. Among them, Peking University Founder Group Co., Ltd. invested 1 million yuan in currency, the company invested 150 million yuan in currency, and founder Industry Holding Co., Ltd. invested 85 million yuan in currency. According to the resolution of the third shareholders’ meeting on November 13, 2012, the registered capital of the finance company was increased by 300 million yuan, and all shareholders had paid it up at one time before July 3, 2013
