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公司公告

安道麦B:关于在中国化工财务有限公司存款的风险应急处置预案(英文版)2019-04-30  

						                  Risk and Emergency Disposal Plan of ADAMA Ltd.
                       for Deposits in ChemChina Finance Co., Ltd.

                                   Chapter 1 General Provisions

Article 1 To prevent, control and mitigate risks of deposits of ADAMA Ltd.(including its subsidiary
Jiangsu Anpon Electrochemical Co., Ltd., hereinafter collectively referred to as “the Company ”) in
ChemChina Finance Co., Ltd. (hereinafter referred to as “the Finance Corporation”), safeguard security
and ensure the liquidity and profitability of funds, this emergency disposal plan is hereby formulated.


                 Chapter 2 Organization Structure and Duties for Emergency Disposal
Article 2 The Company shall establish a Leading Group for Deposit Risk Prevention and Disposal
(hereinafter referred to as “the Group”). The CEO & President shall lead the Group and perform as the
first person responsible for risk prevention and disposal. The Chief Financial Officer shall be deputy
leader of the Group. Other members of the Group include the relevant employees of the financial
department and legal department. The Leading Group is responsible for organizing the prevention and
disposal of deposit risks. All units and individuals should not conceal, delay, lie or insult others to conceal,
delay or lie regarding deposit risks.

Article 3 As the specialized management body for emergency disposal, the Leading Group should
 immediately initiate an action plan and carry out its work in accordance with the prescribed procedures
 whenever a risk occurs in the Finance Corporation.

Article 4 The following principles should be followed for emergency disposal against deposit risks:

 (1) The leadership should be unified and the responsibility should be graded. The Leading Group shall
     lead the emergency disposal against any deposit risk and be responsible to the board of directors. To
     be specific, it shall be responsible for the implementation of the prevention and disposal against
     deposit risks.
 (2) Various relevant departments should perform their duties, coordinate and cooperate with each other.
     They should plan proactively and implement various measures to prevent, control and resolve risks
     through coordination.
(3) Information should be collected while focusing on prevention. The Finance Corporation should be
     supervised to provide relevant information in a timely manner. Its operation should be updated and it
     is also necessary to understand more about its ongoing business from the group, other subsidiaries
     and even regulatory authorities so as to ensure a regular and effective mechanism to monitor
     information and prevent risks.
 (4) Early warning and timely disposal are imperative. Relevant departments should strengthen the
     mechanism for risk monitoring and early detection and reporting to enable 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 temporary basis.
The Financial Corporation'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 the Finance Corporation audited by an accounting firm with qualifications
for executing securities and futures should be obtained and reviewed to evaluate the financial and
business risks. The Leading Group 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 in the Finance Corporation at a specific time should be reported to the board of
directors on a regular basis. Its assets, liabilities, position status, unexpected changes in deposits and
measures taken and proposed to be adopted should be updated in the form of interim reports.


Article 6 It is imperative to strictly comply with relevant laws and regulations on related party
transactions, follow the required decision-making procedures and fulfill the obligation of information
disclosure when the Company and the Finance Corporation have money transactions.


                             Chapter 4 Emergency Procedures and Measures

Article 7 If any of the following circumstances occurs in the Finance Corporation, an emergency disposal
 mechanism shall immediately be initiated:


(1) The balance sheet indicators of the Finance Corporation do not meet requirements of Article 34 of the
Administrative Measures for Finance Companies of Group Enterprises;
(2) A bank run occurs in the Finance Corporation; 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; the Corporation is robbed or frauded or any director of the board or senior management personnel
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 the Finance Corporation;
(4) The balance of the company's deposits in the Finance Corporation accounts for more than 30% of the
latter’s total deposit balance;

(5) The shareholders have overdue debt to the Finance Corporation longer than one year;
(6) The loan balance issued by the Finance Corporation to a single shareholder exceeds 50% of its
registered capital or the shareholder's contribution to the Corporation;
(7) The Finance Corporation receives administrative penalties from the China Banking Regulatory
Commission and other regulatory authorities for violations of laws and regulations;
(8) The Finance Corporation is required by the 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 Group. The
Leading Group should keep updated of the progress, collect information, draft a written analysis and
report it to the board of directors.
Article 9 The Leading Group shall initiate the emergency disposal procedures. It should assign
specialized personnel to urge the Finance Corporation to provide detailed explanations while
understanding the situation through multiple channels. If necessary, the Group 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 disposal
plan. The plan shall be revised and supplemented in a timely manner according to the changes of deposit
risks and the problems found during the implementation. It should elaborate 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 the Finance
Corporation. The Leading Group of the Company and the relevant responsible person of the Finance
Corporation should attend the meeting and seek solutions. If necessary, documents can be drafted jointly
and submitted to ChemChina for deliberation.
Article 11 If necessary, the Company shall require the Finance Corporation to suspend or stop issuing
new loans and start to collect funds back. At the same time, treasury bonds or other bonds should be sold
immediately; all call loans to peer institutions should be repaid regardless of whether they are due or not;
the unexpired loans should be transferred 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
Group in accordance with the responsibilities and requirements stipulated in the emergency disposal plan.
Each department should fulfill its own duty and bear its own responsibility. And they should also
implement various measures to actively support the disposal work.

                             Chapter 5 Subsequent Treatment
Article 13 After any sudden deposit risk is resolved, the Leading Group shall strengthen the supervision
of the Finance Corporation, require it to enhance funding strength, improve its ability to resist risks,
reassess the deposit risk and adjust the deposit ratio if necessary.
Article 14 The Leading Group should work with the Finance Corporation to carefully analyze and
summarize causes and consequences of the emergency incidence of deposit risks. Experience and lessons
should be learnt to enhance the prevention and disposal 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.