Hainan Haiyao Co.Ltd(000566) about cooperation with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
Risk disposal plan for related party transactions
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Chapter I General Provisions
Article 1 in order to effectively prevent, timely control and resolve the risks of connected transactions between Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as “the company”) and its subsidiaries and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. (hereinafter referred to as “Xinxing Jihua finance company”) and ensure the safety of funds, this risk disposal plan is hereby formulated.
Chapter II Risk Disposal organization and responsibilities
Article 2 the company establishes a leading group for deposit risk prevention and disposal, with the general manager of the company as the leader, the first person responsible for the risk prevention and disposal of the leading group, and the person in charge of finance of the company as the deputy leader. The members of the leading group include the heads of the company’s financial management department, audit risk department, securities affairs department and other departments.
The leading group for deposit risk prevention and disposal is fully responsible for the prevention and disposal of deposit risk and is responsible to the board of directors.
Article 3 the company establishes a deposit risk prevention and disposal office, which is located in the financial management department of the company and carries out daily work under the guidance of the prevention and disposal leading group.
The financial management department of the company is the permanent organization of the risk prevention and disposal office. The main responsibilities of the deposit risk prevention and disposal office include:
(I) actively plan and implement various risk prevention measures, coordinate with each other, and jointly control and resolve risks. (II) urge Xinxing Jihua Finance Co., Ltd. to establish and improve the internal risk control system, provide relevant information regularly, pay attention to its operation, timely obtain information from the member units or regulatory authorities of Xinxing Jihua Group Corporation Limited(601718) Co., Ltd., and early discover and report the deposit risk, so as to prevent the risk from spreading and spreading.
(III) regularly test the capital liquidity of Xinxing Jihua finance company, assess the business and financial risks of Xinxing Jihua finance company, issue risk assessment report and report to the leading group for deposit risk prevention and disposal.
Chapter III information report and disclosure
Article 4 establish a deposit risk reporting system and report to the board of directors regularly or temporarily. Regularly obtain and review the monthly reports and audited annual financial reports of Xinxing Jihua finance company, including balance sheet, income statement and cash flow statement.
During the deposit business, obtain and review the financial report of Xinxing Jihua finance company audited by an accounting firm qualified to perform securities and futures related business, and evaluate the business and financial risks of Xinxing Jihua finance company. The financial management department, audit risk department, securities affairs department and other relevant departments jointly issue a risk assessment report every half a year and disclose it in the semi annual report and annual report.
Article 5 the related party transactions between the company and Xinxing Jihua finance company shall strictly comply with the requirements of Shenzhen Stock Exchange self discipline supervision guidelines for listed companies No. 7 – transactions and related party transactions, and perform the decision-making procedures and information disclosure obligations.
Article 6 during the period of related party transactions, if Xinxing Jihua finance company has any situation specified in Article 7 of this plan, the company shall timely perform the information disclosure obligation of the interim report.
Chapter IV initiation of risk disposal procedures and measures
Article 7 in case of any of the following circumstances, Xinxing Jihua finance company shall immediately start the risk disposal procedure:
(I) Xinxing Jihua finance company violates Article 31, 32 or 33 of the measures for the administration of enterprise group finance companies;
(II) any financial index of Xinxing Jihua finance company does not meet the requirements specified in Article 34 of the measures for the administration of enterprise group finance companies;
(III) Xinxing Jihua finance company has major events such as withdrawal of deposits, failure to pay due debts, overdue large loans or guaranteed advances, serious failure of computer system, robbery or fraud, serious disciplinary violations and criminal cases involving directors or senior managers;
(IV) major institutional changes, equity transactions or business risks that may affect the normal operation of Xinxing Jihua finance company;
(V) the company’s deposit balance in Xinxing Jihua finance company accounts for more than 50% of the deposit balance absorbed by Xinxing Jihua finance company;
(VI) the liabilities of the shareholders of Xinxing Jihua finance company to Xinxing Jihua finance company are overdue for more than one year;
(VII) Xinxing Jihua finance company has a serious payment crisis;
(VIII) Xinxing Jihua finance company has a loss of more than 30% of the registered capital in the current year or more than 10% of the registered capital for three consecutive years;
(IX) Xinxing Jihua finance company is subject to administrative punishment by Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities for violation of laws and regulations;
(x) Xinxing Jihua finance company was ordered to rectify by Bank Of China Limited(601988) Insurance Regulatory Commission; （11） Other matters that may bring potential safety hazards to the company’s deposited funds.
Article 8 after the deposit risk occurs, the risk prevention and disposal office shall immediately report to the risk prevention and disposal leading group. The leading group shall timely understand the information, analyze and sort out the situation, start the emergency disposal procedure, and form a written report to the board of directors of the company.
Article 9 after the risk prevention and disposal leading group starts the emergency disposal procedures, it shall urge Xinxing Jihua finance company to provide detailed information and understand the situation through multiple channels. If necessary, it shall organize personnel to enter the site to investigate the causes of risks and analyze the risk dynamics. At the same time, it shall implement various risk resolution measures and responsibilities specified in the risk resolution plan according to the risk causes and risk conditions, and formulate the risk emergency disposal plan. The emergency disposal plan shall be revised, supplemented and formulated in time according to the changes of deposit risk and the problems found in the implementation. The plan includes the following main contents:
(I) measures to be taken to resolve risks and objectives to be achieved;
(II) organization and implementation of various risk mitigation measures;
(III) supervision and guidance on the implementation of various risk mitigation measures.
Article 10 the risk prevention and disposal leading group shall organize personnel to hold a joint meeting with Xinxing Jihua finance company for the emerging risks. Urge Xinxing Jihua finance company to take positive measures to carry out risk self rescue and avoid risk diffusion and spread, including suspending or stopping the issuance of new loans and organizing the recovery of funds. If necessary, jointly draft documents and seek help from Xinxing Jihua Group Corporation Limited(601718) Co., Ltd. to ensure that the safety and liquidity of the company’s funds are not affected.
Article 11 relevant departments and units shall obey the unified command of the risk prevention and disposal leading group, perform their respective duties and responsibilities, earnestly implement various chemical risk measures and actively do a good job in risk disposal according to the responsibility requirements specified in the emergency disposal plan.
Chapter V disposal of follow-up matters
Article 12 after the sudden deposit risk subsides, the risk prevention and disposal office shall strengthen the supervision of Xinxing Jihua finance company, urge Xinxing Jihua finance company to enhance its capital strength, improve its anti risk ability, re evaluate the deposit risk of Xinxing Jihua finance company, and adjust the deposit proportion if necessary.
Article 13 in view of the causes and consequences of the sudden deposit risk of Xinxing Jihua finance company, the company shall organize the financial management department to carefully analyze and summarize, draw experiences and lessons, and do a better job in the prevention and disposal of deposit risk more effectively. If the factors affecting the risk cannot be eliminated, the company shall take action to withdraw all deposits.
Chapter VI supplementary provisions
Article 14 matters not covered in this plan shall be implemented in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations, normative documents, the articles of association and other relevant provisions. Article 15 the right to interpret and revise this plan belongs to the board of directors of the company.
Article 16 the plan shall come into force after being reviewed and approved by the board of directors of the company.
Board of directors
March 22, 2002
