安道麦B(200553):在中化集团财务有限责任公司存款的风险应急处置预案(英文版)
ADAMA Ltd. Contingency Plan for Deposits at Sinochem Finance Co., Ltd. Chapter 1 General Provisions Article 1 To prevent, control and mitigate risks of deposits of ADAMA Ltd. (hereinafter referred to as “the Company”) at Sinochem Finance Co., Ltd. (hereinafter referred to as “Sinochem Finance”), safeguard security and ensure the liquidity and profitability of funds, this contingency plan is hereby formulated. Chapter 2 Organizational Structure and Responsibilities Article 2 The Company shall establish a leading team for deposit risk prevention and control (hereinafter referred to as “the Leading Team”). The President and Chief Executive Officer shall lead the Leading Team and perform as the primary person responsible for risk prevention and control. The Chief Financial Officer shall be deputy head of the Leading Team. Other members include relevant employees of the financial department and legal department. The Leading Team is responsible for organizing risk prevention and control of deposits. All units and individuals should not conceal, delay, lie or incite others to conceal, delay or lie about deposit risks. Article 3 As the specialized contingency body, the Leading Team should immediately initiate the contingency plan and carry out its work in accordance with the prescribed procedures whenever a risk occurs at Sinochem Finance. Article 4 The following principles should be followed in handling emergencies: (1) The leadership should be unified and the responsibility should be graded. The Leading Team shall take the lead and be responsible to the Board of Directors, responsible for the specific work of risk prevention and mitigation. (2) Various relevant departments should perform their duties, coordinate and cooperate with each other. Relevant departments should plan proactively and implement various measures to prevent, mitigate and resolve risks through coordination. (3) Information should be collected while focusing on prevention. The Company should supervise Sinochem Finance to provide relevant information in a timely manner, follow its operation and understand more about its ongoing business from the group, other subsidiaries of the group or regulatory authorities so as to ensure a regular and effective mechanism to monitor information and prevent risks. (4) Early warning and timely mitigation are imperative. Relevant departments should strengthen the mechanism for risk monitoring and early detection and reporting and take decisive measures to control and prevent the spread and escalation of any risk so as to minimize the impact on deposits. Chapter 3 Information Reporting and Disclosure Article 5 A deposit risk reporting system should be established to brief the Board of Directors on a regular or interim basis. Sinochem Finance's periodic financial reports including balance sheet, profit and loss statement, cash flow statement, etc. should be obtained and reviewed on a regular basis. During the term of the deposit, the annual report of Sinochem Finance audited by an accounting firm with qualifications for executing securities and futures should be obtained and reviewed to evaluate its financial and business risks. The Leading Team shall issue a deposit risk assessment report based on the analysis of the information, which should be submitted to the Board of Directors for deliberation and approval. The deposited amount at Sinochem Finance at a specific time should be reported to the Board of Directors on a regular basis. Its assets, liabilities, position status, unusual changes in deposits and measures taken and proposed to be adopted should be updated in the form of interim reports. Article 6 Transactions between the Company and Sinochem Finance should strictly comply with relevant laws and regulations on related party transactions, follow the required decision-making procedures and fulfill the obligation of information disclosure. Chapter 4 Emergency Procedures and Measures Article 7 If any of the following circumstances occurs in Sinochem Finance, the emergency mechanism shall immediately be initiated: (1) The balance sheet indicators of the Sinochem Finance do not meet requirements of Article 34 of the Administrative Measures for Finance Companies of Group Enterprises; (2) A bank run occurs in the Sinochem Finance; debts cannot be paid on due date; a large amount of loan is overdue; or it has to pay in advance a large amount for a guarantee; serious computer failure occurs; Sinochem Finance is robbed or frauded or any of its director of the board or senior management is involved in serious violation of regulations or criminal cases and etc.,; (3) Major institutional changes, equity transactions or business risks that may affect the normal operation of Sinochem Finance; (4) The balance of the Company's deposits at Sinochem Finance accounts for more than 30% of the latter’s total deposit balance; (5) The shareholders have overdue debt over one year to Sinochem Finance; (6) The loan balance issued by the Sinochem Finance to a single shareholder exceeds 50% of its registered capital or the shareholder's contribution to it; (7) Sinochem Finance receives administrative penalties from China Banking Regulatory Commission and other regulatory authorities for violations of laws and regulations; (8) Sinochem Finance is required by China Banking Regulatory Commission to carry out rectification; (9) Other matters that may pose a safety hazard to the Company's deposit funds. Article 8 After a deposit risk occurs, relevant staff should immediately report to the Leading Team. The Leading Team should keep updated of the progress, collect information, draft a written analysis and report it to the Board of Directors. Article 9 The Leading Team shall initiate emergency procedures. It should assign personnel to urge Sinochem Finance to provide detailed explanations while understanding the situation through multiple channels. If necessary, the Leading Team should send personnel to investigate on-site and analyze the risk. Meanwhile, according to causes and conditions, it should implement various risk-resolving measures, clarify different duties and formulate an emergency plan. The plan shall be revised and supplemented in a timely manner according to the changes of deposit risks and the problems found during implementation. The emergency plan should include the following contents: 1. Roles and responsibilities of various departments and subsidiaries as well as measures to be taken, tasks to be completed and goals to be achieved; 2. Implementation of various risk mitigation measures; 3. Supervision and guidance of the implementation. Article 10 In response to risks that arise, the Company shall hold a joint meeting with Sinochem Finance. The Leading Team of the Company and the relevant responsible person of Sinochem Finance should attend the meeting and seek solutions. If necessary, documents can be drafted jointly and submitted to Sinochem Holdings Corporation Ltd. for deliberation. Article 11 If necessary, the Company shall require Sinochem Finance to suspend or stop issuing new loans and start to collect funds back, to sell immediately treasury bonds or other bonds, to collect loans to peer institutions regardless of whether they are due or not and to seek to transfer unexpired loans to other financial institutions to recover the principal and interest in time if there is any appropriate opportunity. Article 12 All relevant departments and subsidiaries shall follow the unified management of the Leading Team in accordance with the responsibilities and requirements stipulated in the emergency plan. Each department should fulfill its own duty and bear its own responsibility. And they should also implement various measures to actively support the work. Chapter 5 Subsequent Treatment Article 13 After any sudden deposit risk is resolved, the Leading Team shall strengthen the supervision of Sinochem Finance, require it to enhance funding strength, improve its ability to resist risks, reassess the deposit risks and adjust the deposit ratio if necessary. Article 14 The Leading Team should work with Sinochem Finance to carefully analyze and summarize causes and consequences of the emergency incidence of deposit risks. Experience and lessons should be learnt to enhance prevention and mitigation afterwards. Chapter 6 Supplementary Provisions Article 15 The Board of Directors of the Company holds the right to interpret this Plan. Article 16 This Plan shall be implemented from the date of approval by the Board of Directors. Board of Directors of ADAMA Ltd. November 6, 2024 中财网
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