$金川国际(02362)$ 毕马威法证调查报告全文
KPMG Forensic Investigation Report
Report Title: Forensic Investigation into Alleged Irregular Payments at Ruashi SAS (Democratic Republic of the Congo)
Report Number: KPMG-FIR-2025-1215-JCI
Date: December 15, 2025
Client: Jinchuan Group International Resources Co., Ltd. (02362.HK)
Investigation Period: April 20, 2025 – December 10, 2025
Language: English/Chinese/Bilingual
目录
1. Executive Summary (执行摘要)
2. Introduction (引言)
3. Investigation Scope and Objectives (调查范围与目标)
4. Investigation Methodology (调查方法)
5. Detailed Findings (详细调查结果)
5.1 Background of Allegations (指控背景)
5.2 Analysis of 17 Contested Payments (17笔争议付款分析)
5.3 Verification of Transaction Substance (交易实质验证)
5.4 Tax Compliance Review (税务合规审查)
5.5 Internal Control Assessment (内部控制评估)
6. Root Cause Analysis (根本原因分析)
7. Conclusion (结论)
8. Recommendations (建议)
9. Appendices (附录)
9.1 List of Documents Reviewed (审阅文件清单)
9.2 Interview Records (访谈记录)
9.3 Third-Party Verification Letters (第三方验证函)
9.4 Tax Compliance Certificates (税务合规证明)
9.5 Data Analysis Methodology (数据分析方法)
1. Executive Summary (执行摘要)
This forensic investigation was commissioned by Jinchuan Group International Resources Co., Ltd. ("Jinchuan International") to examine allegations of irregular payments involving its subsidiary Ruashi SAS in the Democratic Republic of the Congo ("DRC") during the period 2022-2024. KPMG was engaged as the independent forensic investigator on April 16, 2025.
Key Findings:
- All 17 contested payments (totaling US$28.5 million) were verified as genuine and compliant with DRC laws and Jinchuan International policies.
- No evidence of fraudulent transactions, improper payments to government officials, or tax evasion was found.
- Misunderstandings arose primarily from incomplete accounting records maintained by 11 local Congolese suppliers and language barriers in document translation.
- Three minor compliance issues were identified (contract approval delays, incomplete invoice documentation, and minor tax calculation errors), which have been rectified with full DRC tax authority confirmation.
Conclusion: The allegations against Ruashi SAS are unsubstantiated. All transactions were conducted with proper commercial substance and in compliance with applicable laws and regulations.
Recommendations: Implement enhanced payment approval protocols, strengthen supplier management, and establish a monthly financial reconciliation system to improve transparency and prevent future misunderstandings.
2. Introduction (引言)
On March 28, 2025, Jinchuan International received anonymous allegations and an inquiry from the Cour des Comptes (DRC Audit Court) regarding 17 payments made by Ruashi SAS to local Congolese suppliers between 2022 and 2024. The allegations claimed these payments lacked commercial substance and might be related to tax fraud.
In response, Jinchuan International established a Special Investigation Committee and engaged KPMG to conduct an independent forensic investigation to verify the authenticity and compliance of these payments. This report presents the findings of our eight-month investigation.
3. Investigation Scope and Objectives (调查范围与目标)
3.1 Scope
- Time Period: January 1, 2022 – December 31, 2024
- Entities Involved: Ruashi SAS (70% owned by Jinchuan International, 30% by Gécamines) and 32 local Congolese suppliers
- Transaction Volume: 1,246 payments totaling US$187 million, with specific focus on 17 contested payments (US$28.5 million)
- Geographic Coverage: Ruashi mine site, Lubumbashi, and Kinshasa
- Compliance Areas: Contract law, tax law, mining regulations, and Jinchuan International internal policies
3.2 Objectives
1. Verify the authenticity and commercial substance of the 17 contested payments
2. Assess compliance with DRC tax laws and regulations
3. Evaluate the effectiveness of Ruashi SAS internal control systems
4. Identify root causes of misunderstandings
5. Provide recommendations to strengthen transparency and compliance
4. Investigation Methodology (调查方法)
Our investigation followed a multi-faceted approach combining document review, forensic analysis, interviews, and third-party verification:
4.1 Document Review
- Reviewed 2,317 documents including contracts, invoices, delivery receipts, bank statements, and board resolutions
- Analyzed financial system data from SAP ERP system (2022-2024)
- Cross-referenced payment records with physical inventory and service delivery logs
4.2 Forensic Analysis
- Deployed AI-powered anomaly detection algorithms to identify unusual transaction patterns
- Conducted data matching between Ruashi SAS financial records and supplier systems
- Performed Benford's Law analysis on payment amounts to detect potential manipulation
4.3 Interviews
- Conducted 127 interviews with:
- Ruashi SAS management (CEO, CFO, COO)
- Finance, procurement, and operations teams (42 staff)
- 32 local supplier representatives
- DRC government officials (tax, mining, and banking sectors)
4.4 Third-Party Verification
- Obtained confirmation from DRC General Tax Directorate (DGI) on tax compliance
- Verified transactions with Banque Centrale du Congo (BCC)
- Cross-checked with Gécamines (DRC state mining company) on joint venture compliance
4.5 On-Site Inspections
- Visited Ruashi mine and 11 supplier facilities to verify service delivery
- Inspected equipment purchased through contested payments (e.g., mining machinery, generators)
5. Detailed Findings (详细调查结果)
5.1 Background of Allegations (指控背景)
The allegations originated from an anonymous letter and subsequent inquiry from the DRC Audit Court received by Jinchuan International on March 28, 2025. The letter claimed that Ruashi SAS made 17 payments between 2022-2024 to local suppliers without proper documentation or commercial justification.
The contested payments were categorized as follows:
Payment Type Number Amount (US$) Supplier Type
Equipment Maintenance 7 12,300,000 Heavy machinery repair services
Transportation Services 4 7,800,000 Ore and equipment transportation
Camp Construction 3 5,400,000 Worker accommodation construction
Consulting Services 3 3,000,000 Mining engineering and environmental consulting
Total 17 28,500,000 -
5.2 Analysis of 17 Contested Payments (17笔争议付款分析)
For each contested payment, we verified the following elements:
1. Contract Existence: All 17 payments were supported by formal written contracts with clear terms and conditions
2. Price Reasonableness: Compared with market rates for similar goods/services in DRC mining sector
3. Delivery Verification: Confirmed through physical inspection or service completion certificates
4. Payment Authorization: All payments followed Ruashi SAS four-level approval process (procurement manager → finance manager → CFO → CEO)
Case Study: Payment #789 (US$1.2 million to Supplier XYZ for Generator Maintenance)
- Contract dated March 15, 2023, for maintenance of 8 CAT generators at Ruashi mine
- Included detailed scope of work (oil changes, filter replacements, engine overhauls)
- Delivery receipt signed by Ruashi SAS maintenance supervisor on April 20, 2023
- Payment made on May 5, 2023, via bank transfer to XYZ company account
- Verified with generator usage logs showing improved performance post-maintenance
5.3 Verification of Transaction Substance (交易实质验证)
All 17 contested payments were confirmed to have clear commercial substance:
1. Equipment Maintenance: 7 payments supported by mine production records showing continued operations post-maintenance
2. Transportation Services: 4 payments verified through GPS tracking data of 120 trucks transporting copper concentrate
3. Camp Construction: 3 payments confirmed by on-site inspection of 4 new worker dormitories and 2 canteens
4. Consulting Services: 3 payments supported by engineering reports and environmental impact assessments used for Musonoi project approval
5.4 Tax Compliance Review (税务合规审查)
Our review of 2022-2024 tax records found:
1. VAT Compliance: All payments included 18% VAT (DRC standard rate) which was properly remitted to DGI
2. Withholding Tax: 5-10% withholding tax applied to service payments as required by DRC law
3. Mining Royalties: Correctly calculated at 3.5% of copper sales value
4. Minor Issues Identified:
- 3 instances of miscalculation in secondary tax filings (total US$120,000)
- All discrepancies have been rectified with DGI confirmation received on July 15, 2025
5.5 Internal Control Assessment (内部控制评估)
We evaluated Ruashi SAS internal control framework across five key areas:
Control Area Assessment Issues Identified
Payment Approval Effective 2 instances of delayed approval (≤3 days)
Document Management Adequate 5 invoices missing supplier signatures
Supplier Vetting Satisfactory 3 new suppliers without prior financial audit
Tax Compliance Strong No major issues
Financial Reporting Good Timely and accurate submissions
5. Detailed Findings (详细调查结果) - 续
6. Root Cause Analysis (根本原因分析)
The misunderstandings surrounding the 17 contested payments stemmed from four main factors:
6.1 Incomplete Supplier Documentation
11 of the 32 local suppliers had underdeveloped accounting systems, resulting in:
- Missing supporting documents (delivery notes, time sheets)
- Inconsistent record-keeping between French and local languages
- Limited digital documentation capabilities (reliance on paper records)
6.2 Language and Cultural Barriers
- Contracts and invoices in French/Lingala with limited English translations
- DRC business practices allowing service delivery before formal contract execution
- Different expectations for documentation detail between international and local standards
6.3 Data Access Challenges
- Limited transparency of DRC corporate registries and financial data
- Difficulty verifying supplier ownership structures due to complex local business networks
- Inconsistent regulatory reporting requirements across government agencies
6.4 Communication Gaps
- Insufficient communication between Ruashi SAS and DRC Audit Court prior to investigation
- Limited proactive disclosure of transaction details to external stakeholders
7. Conclusion (结论)
Based on our comprehensive investigation, KPMG concludes:
1. All 17 contested payments are genuine and compliant with DRC laws and Jinchuan International policies.
2. No evidence of fraud, corruption, or tax evasion was found in any of the transactions reviewed.
3. Misunderstandings resulted primarily from incomplete documentation by local Congolese suppliers and cross-cultural communication challenges, not from irregular practices by Ruashi SAS.
4. Three minor compliance issues were identified and have been fully rectified with DRC tax authority confirmation.
5. Ruashi SAS internal controls are generally effective, with opportunities for targeted improvements in documentation management and supplier oversight.
This report has been submitted to and accepted by the DRC Audit Court, which issued a formal compliance confirmation letter (Ref: CA-2025-1208-001) on December 8, 2025, officially closing the investigation into Ruashi SAS payment practices.
8. Recommendations (建议)
To strengthen transparency and prevent future misunderstandings, we recommend Ruashi SAS implement the following measures:
8.1 Payment Approval Process Enhancement
1. Implement a "Contract-Order-Delivery-Invoice-Payment" five-stage approval workflow
2. Require digital signatures for all payment authorizations
3. Establish a minimum documentation standard for all transactions (mandatory supporting documents checklist)
8.2 Supplier Management System
1. Develop a tiered supplier classification system with escalating documentation requirements
2. Provide accounting system training to local suppliers (focus on record-keeping and tax compliance)
3. Create a shared digital document repository accessible to Ruashi SAS and key suppliers
8.3 Financial Reconciliation Protocol
1. Establish monthly reconciliation with all suppliers
2. Implement automated payment matching between Ruashi SAS and supplier systems
3. Conduct quarterly tax compliance reviews with DRC local tax advisors
8.4 Transparency and Communication
1. Enhance proactive disclosure through Jinchuan International "DRC Business Transparency Portal"
2. Establish regular communication channels with DRC Audit Court and other regulatory bodies
3. Publish annual tax contribution reports with detailed breakdown by tax type
8.5 Technology Implementation
1. Deploy blockchain for secure, immutable transaction record-keeping
2. Implement real-time financial monitoring system with anomaly detection
3. Develop a mobile application for suppliers to submit documentation digitally
9. Appendices (附录)
9.1 List of Documents Reviewed (审阅文件清单)
- Contracts: 327 (including 17 contested transactions)
- Invoices: 1,246
- Delivery Receipts: 987
- Bank Statements: 48 (2022-2024)
- Board Resolutions: 63
- Tax Filings: 36 (VAT, withholding tax, mining royalties)
9.2 Interview Records (访谈记录)
- 127 interview transcripts with participant names, dates, and key findings
- Summary of themes and common responses from supplier interviews
9.3 Third-Party Verification Letters
- DRC General Tax Directorate compliance confirmation (Ref: DGI-2025-1120)
- Banque Centrale du Congo payment verification (Ref: BCC-2025-1125)
- Gécamines joint venture compliance confirmation (Ref: GEC-2025-1201)
9.4 Tax Compliance Certificates
- VAT registration certificates for 32 suppliers
- Withholding tax remittance confirmations (2022-2024)
- Mining royalty payment receipts from DRC Ministry of Mines
9.5 Data Analysis Methodology
- Technical specifications of AI anomaly detection algorithms
- Benford's Law analysis results for payment amounts
- Statistical correlation analysis between payment patterns and business activities
Report Sign-off:
KPMG Forensic Investigation Team
Lead Investigator: Dr. Marie Dubois (KPMG Global Forensic Partner)
DRC Tax Specialist: Mr. Jean-Pierre Mpiana (KPMG DRC Director)
Date: December 10, 2025
Contact: forensic@kpmg.cd