Jiangsu Expressway Company Limited(600377)
About carrying out deposit and loan financial business in the group finance company
Risk disposal plan
In order to effectively prevent, timely control and resolve the capital risks of the deposit and loan financial business of Jiangsu Expressway Company Limited(600377) (hereinafter referred to as the “company”) and its wholly-owned subsidiaries and holding subsidiaries in Jiangsu communications Holding Group Finance Co., Ltd. (hereinafter referred to as the “finance company”) and ensure the safety of funds, this risk disposal plan is hereby formulated in accordance with the relevant requirements of Shanghai Stock Exchange.
Chapter I risk disposal organization and responsibilities
Article 1 the company establishes a leading group for the risk disposal of deposit and loan business, with the general manager of the company as the leader and the first person responsible for the risk disposal of the leading group, and the Secretary of the board of directors and the chief financial officer of the company as the deputy leader. The members of the leading group include the heads of the financial accounting department, the Secretary Office of the board of directors, the investment development department and other departments and relevant personnel. The leading group is responsible for organizing the prevention and disposal of deposit and loan risks. The leading group sets up a working group under the finance department, which is coordinated by the finance and accounting department. The working group is specifically responsible for the daily supervision and management of the finance company and strictly control the deposit and loan risks of the finance company. Article 2 responsibilities of the risk disposal organization of deposit and loan business (I) the leading group shall uniformly lead the emergency disposal of deposit and loan risks, be fully responsible for the prevention and disposal of deposit and loan risks, and be responsible to the board of directors. (II) the company’s financial and accounting department, the Secretary Office of the board of directors and other relevant departments shall actively implement various measures to prevent and resolve risks according to the division of responsibilities, coordinate with each other, and jointly prevent and resolve risks. (III) urge the finance company to establish and improve the internal risk control system and provide relevant information regularly. (IV) the finance and accounting department of the company pays attention to the operation of the company and strengthens risk monitoring. Regularly test the capital liquidity of the financial company, and timely understand the information from the group, group member units or regulatory authorities, so as to ensure that the information monitoring is in place and the risk prevention is effective. Once problems are found, submit a joint early warning report to the leading group in time, and take decisive measures to prevent the spread and spread of risks. Article 3 as the risk emergency response organization, the leading group shall immediately start the emergency plan and carry out work in accordance with the specified procedures once the financial company has a risk.
Chapter II Risk Report and disclosure
Article 4 the company shall establish a deposit and loan risk reporting system and report to the board of directors regularly or irregularly. Article 5 pay full attention to the relevant information of the financial company and strengthen the risk assessment management. (I) before depositing the funds in the finance company, the company shall obtain and review its annual report audited by an accounting firm qualified to perform securities and futures related businesses in the latest fiscal year, and issue a risk assessment report by assessing the business and financial risks of the group finance company. (II) during the deposit and loan business of the company, including but not limited to: regularly obtain and review the financial data of the financial company, and comprehensively evaluate the business and financial capital risks of the financial company. Article 6 when the finance company has the risk of abnormal fluctuation of deposits and loans, the group shall fully understand the information from the finance company, Jiangsu communications Holding Co., Ltd. or the regulatory authority in time, sort out and analyze it, form a written report and submit it to the board of directors. No unit or individual may conceal, postpone or falsely report the deposit and loan risks found, or instruct others to conceal, postpone or falsely report them. Article 7 the company’s deposit and loan business in the finance company shall perform the decision-making procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations and the Listing Rules of Shanghai Stock Exchange and Hong Kong Stock Exchange on connected transactions.
Chapter III risk disposal procedures
Article 8 during the deposit and loan period of the company, if any of the following circumstances occurs to the financial company, the leading group shall immediately start the disposal procedures, and the company shall timely perform the corresponding temporary information disclosure obligations: (I) the financial company violates Article 31, 32 or 33 of the measures for the administration of enterprise group financial companies; (II) any regulatory index of the finance company does not meet the requirements specified in Article 34 of the measures for the administration of enterprise group finance companies; (III) 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 in the finance company; (IV) major institutional changes, equity transactions or business risks that may affect the normal operation of the financial company; (V) the liabilities of the shareholders of the finance company to the finance company are overdue for more than one year; (VI) the financial company has a serious payment crisis; (VII) the loss of the finance company in the current year exceeds 30% of the registered capital or the loss for three consecutive years exceeds 10% of the registered capital;
(VIII) the financial company is subject to administrative punishment by regulatory authorities such as Bank Of China Limited(601988) Industry Regulatory Commission due to violation of laws and regulations; (IX) the finance company was ordered to rectify by the Bank Of China Limited(601988) Industry Regulatory Commission; （10） Other matters considered by the board of directors that may bring potential safety hazards to the company’s deposited funds. Article 9 after the risk disposal procedure is started, the leading group shall organize personnel to urge the financial company to provide detailed information and understand the situation through multiple channels. When necessary, it can enter the site to investigate the causes of deposit and loan risks, analyze the dynamics of risks, and formulate risk disposal plans according to the causes and risk conditions. The risk disposal plan shall be revised and supplemented in time according to the changes of deposit and loan risk and the problems found in the implementation. The risk disposal plan mainly includes the following contents: (I) establish an emergency disposal team and clarify the list of members and relevant responsibilities of the emergency disposal team; (II) clarify the measures to be taken, tasks to be completed and objectives to be achieved by each department; (III) clarify the organization and implementation plan of risk mitigation measures, and emphasize that all departments should obey the unified command of the emergency response team, perform their respective duties and responsibilities, and earnestly perform relevant responsibilities; (IV) the emergency response team is responsible for supervising and guiding the implementation of risk resolution measures to ensure the fastest resolution of risks and ensure the safety of the company’s funds. Article 10 in view of the risks, the emergency response team shall hold a joint meeting with the finance company to require the finance company to immediately take positive measures to carry out risk self rescue and avoid the spread and spread of risks. If necessary, jointly draft documents and seek help from Jiangsu communications Holding Co., Ltd. to ensure that the safety and liquidity of the company’s funds are not affected.
Chapter IV Disposal of follow-up matters
Article 11 after the sudden deposit risk subsides, it is necessary to strengthen the supervision of the financial company, re evaluate the deposit risk of the financial company, and adjust the deposit proportion or transfer out all the deposits in the financial company when necessary. Article 12 in view of the causes and consequences of the sudden deposit risk of the financial company, the person in charge of the risk disposal plan shall organize relevant departments to carefully analyze and summarize, draw lessons from experience, and effectively prevent and dispose of the deposit risk.
Chapter V supplementary provisions
Article 13 matters not covered in this plan shall be implemented in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations and normative documents. Article 14 this plan is also applicable to the wholly-owned subsidiaries and holding subsidiaries of the company. Article 15 the board of directors of the company shall be responsible for the interpretation of this plan. Article 16 this plan shall be implemented from the date of adoption by the board of directors of the company.
