安道麦B:关于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)2024-11-07
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
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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
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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
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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
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