Shanghai Pharmaceuticals Holding Co.Ltd(601607) and Shanghai Shangshi Group Finance Co., Ltd. risk disposal plan for financial business
(March 2022)
Chapter I General Provisions
Article 1 in order to effectively prevent, timely control and resolve the financial business risks carried out by Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as the “company”) and Shanghai Shangshi Group Finance Co., Ltd. (hereinafter referred to as the “finance company”) and ensure the safety of funds, this risk disposal plan (hereinafter referred to as the “plan”) is hereby formulated in accordance with the requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 – transactions and connected transactions.
Chapter II Risk Disposal organization and responsibilities
Article 2 the company shall establish a financial risk prevention and disposal Office (hereinafter referred to as the “risk control office”) to be responsible for the prevention and disposal of the capital risks associated with the company and the financial company. The risk control office is composed of personnel from the company’s audit department, finance department, legal department, board office and other relevant departments. Article 3 the risk control office is responsible for organizing, coordinating and carrying out the prevention and disposal of financial business risks, daily supervision and management of the business of the financial company, and timely reporting the situation to the management of the company, so that the company can prevent and dispose of risks according to this plan. For financial business risks, no unit or individual may conceal, delay or falsely report, or instruct others to conceal, delay or falsely report. Article 4 responsibilities of risk control office
(I) uniformly lead the emergency disposal of financial business risks, and be fully responsible for the prevention and disposal of financial business risks in the financial company. (II) actively plan and implement various risk prevention measures according to the division of responsibilities, coordinate with each other, and jointly control and resolve risks. (III) be responsible for dynamically monitoring the implementation of the related party transaction limit of the financial company, carrying out financial business within the framework of the related party transaction agreement, and urging the financial company to provide relevant information in time. (IV) pay close attention to the operation of the financial company, and timely obtain information from the dispatched directors and supervisors, their controlling shareholders, member units or regulatory authorities, so as to ensure that the information monitoring is in place and the risk prevention is effective. (V) strengthen risk monitoring, timely report to the company’s management if problems are found, and take effective measures to prevent the spread and spread of risks and minimize the risk of financial business.
Chapter III Risk Report and information disclosure
Article 5 establish a financial business risk reporting system and report to the board of directors on a regular or irregular basis. Regularly obtain and review the financial reports of the financial company, including balance sheet, income statement and cash flow statement, and the relevant financial business information of the company and the financial company, and evaluate the financial and business risks of the financial company. Before depositing the funds in the finance company, check whether the finance company has valid financial license, business license of enterprise legal person and other licenses; Pay attention to whether the financial company violates the relevant provisions of the measures for the administration of financial companies of enterprise groups; Whether there is the possibility of breaking the deposit limit of related party transactions. During the period of financial business, regularly obtain and review the quarterly financial statements and audited annual financial reports of the financial company, and evaluate the business and financial risks of the financial company. Article 6 the business transactions between the company and the finance company shall strictly comply with the requirements of relevant laws and regulations on connected transactions and perform the decision-making procedures and information disclosure obligations.
Chapter IV initiation and measures of risk emergency response procedures
Article 7 in case of any of the following circumstances, the financial company shall immediately start the risk disposal procedures: (I) the financial company violates the provisions of Article 31, 32 or 33 of the measures for the administration of enterprise group financial companies; (II) the financial company does not comply with Article 34 of the measures for the administration of financial companies of enterprise groups; (III) the finance company has major events such as withdrawal of loans, failure to pay due debts, overdue large loans, illegal guarantee, serious failure of computer system, robbery or fraud, serious violation of discipline and criminal cases involving directors or senior managers; (IV) the liabilities of the shareholders of the finance company to the finance company are overdue for more than one year; (V) the financial company has a serious payment crisis; (VI) 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; (VII) the finance company is subject to major administrative punishment by Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities for violation of laws and regulations; (VIII) the finance company was ordered to rectify by Bank Of China Limited(601988) Insurance Regulatory Commission;
(IX) other matters that may bring potential safety hazards to the company’s deposited funds. Article 8 after the occurrence of financial business risks, the risk control office shall immediately report to the management of the company and start the risk disposal procedures.
After the risk disposal procedure is started, the risk control office shall organize personnel to urge the financial company to provide detailed information and understand the situation through multiple channels within the same day. If necessary, it can enter the site to investigate the causes of the risk and analyze the dynamics of the risk. At the same time, it shall formulate a risk disposal plan according to the causes and conditions of the risk. 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. Article 9 in view of the risks, the risk control office shall hold a joint meeting with the finance company to require the finance company to take positive measures to find ways to resolve the risks and avoid the spread and spread of the risks. The specific measures include: (I) suspending or stopping the issuance of new loans and organizing the recovery of funds; (II) selling the held bonds and other investment products; (III) recover the undue interbank funds in advance; (IV) seek the opportunity to transfer the unexpired loans to other financial institutions in order to recover the loan principal and interest in time. (V) other risk solutions.
Chapter V disposal of follow-up matters
Article 10 after the sudden financial business risks subside, the company shall strengthen the supervision of the financial company, require the financial company to enhance its capital strength, improve its anti risk ability, re evaluate the relevant financial business risks of the financial company, and prevent new financial risks.
Article 11 in view of the causes and consequences of the sudden financial business risks of the financial company, the risk control office shall organize the relevant departments of the company to carefully analyze and summarize, draw experiences and lessons, and do a better job in the prevention and disposal of financial business risks more effectively.
Chapter VI supplementary provisions
Article 12 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, normative documents, the articles of association and other relevant provisions. Article 13 this plan shall be interpreted and revised by the board of directors of the company. Article 14 this plan shall come into force from the date of deliberation and approval by the board of directors.
