Huafa Industrial Co.Ltd.Zhuhai(600325)
Zhuhai HUAFA Group Finance Co., Ltd
Risk disposal plan for related party transactions
Chapter I General Provisions
Article 1 in order to effectively prevent, timely control and resolve the financial business risks carried out by Huafa Industrial Co.Ltd.Zhuhai(600325) (hereinafter referred to as “the company” or “the company”) and its subsidiaries and Zhuhai HUAFA Group Finance Co., Ltd. (hereinafter referred to as “the finance company”) and ensure the safety of funds, in accordance with the requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 – transactions and related party transactions, This risk disposal plan is hereby formulated (hereinafter referred to as “this plan”).
Chapter II Risk Disposal organization and responsibilities
Article 2 the fund management center of the company is responsible for the prevention and disposal of the capital risks associated with the company and the financial company. The fund management center of the company shall pay close attention to the daily operation of the financial company. Once any sign of risk is found, it shall report to the management of the company, immediately start the risk disposal plan and carry out risk prevention and control.
Article 3 responsibilities
1. Actively plan and implement various risk prevention and resolution measures;
2. Supervise and urge the financial company to provide relevant information in time as required, and pay attention to the operation of the financial company;
3. Assess the business and financial risks of the finance company, organize the risk assessment of the capital business associated with the finance company, issue the risk assessment report according to the regulations and submit it to the board of directors for deliberation; 4. Strengthen risk monitoring, find and report deposit risks early, and prevent the spread and spread of risks.
Chapter III information report and disclosure
Article 4 the company shall evaluate the operation qualification, business and risk status of the financial company, and report to the board of directors regularly or temporarily.
(I) the company shall carefully consult the relevant certificates of the financial company, including the financial license and the business license of enterprise legal person, fully understand the institutional setting, system construction, operation status and other relevant information of the financial company, and strengthen the risk assessment management;
(II) the company shall continue to pay attention to whether the financial company violates the measures for the administration of financial companies of enterprise groups and other provisions, and focus on whether the asset liability ratio of the financial company meets the requirements of Article 34 of the measures;
(III) obtain and review the regular financial reports of the financial company, including balance sheet, income statement, cash flow statement, statement of changes in owner’s equity, etc., and evaluate the business and financial risks of the financial company.
1. Before depositing the funds in the finance company, the company shall obtain the annual report of the finance company audited by an accounting firm qualified to perform securities and futures related business in the latest fiscal year; 2. During the period of deposit business, the monthly report and annual report of the finance company shall be obtained and reviewed regularly, and the annual report of the finance company shall be audited by an accounting firm qualified to perform securities and futures related business;
3. During the period of deposit and loan and other financial business, the company shall continuously disclose the financial business involving the connected transactions of the financial company in the regular report, submit a continuous risk assessment report every six months, and disclose it in the semi annual report and annual report.
Article 5 the capital transactions between the company and the finance company shall strictly comply with the requirements of relevant laws, regulations and normative documents on connected transactions, and perform the decision-making procedures and information disclosure obligations.
Chapter IV initiation of risk disposal procedures and measures
Article 6 in case of any of the following circumstances, the finance company shall immediately start the risk disposal procedure:
(I) the financial company violates Article 31, 32 or 33 of the measures for the administration of enterprise group financial companies;
(II) any financial 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; (x) other matters that may bring potential safety hazards to the company’s deposited funds.
Article 7 after the risk disposal procedure is started, the fund management center shall organize personnel to urge the finance 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 deposit and loan risks, analyze the dynamics of risks, and formulate risk disposal plans according to the causes and conditions of risks.
Article 8 in view of the risks, the company 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. Specific measures include:
(I) suspend or stop issuing new loans and organize the recovery of funds;
(II) sell the Treasury bonds or other bonds held immediately;
(III) withdraw the funds from the interbank lending banks whether they are due or not;
(IV) seek the opportunity to transfer the unexpired loans to other financial institutions in order to recover the loan principal and interest in time.
Chapter V disposal of follow-up matters
Article 9 after the risks mentioned in Article 6 above subside, the company shall strengthen the supervision of the financial company and re evaluate the risk of the financial company.
Article 10 in view of the causes and consequences of the financial company’s risks, the fund management center shall organize relevant departments to carefully analyze and summarize, learn from experience and lessons, and do a better job in risk prevention and disposal.
Chapter VI supplementary provisions
Article 11 matters not covered in this plan shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 12 the plan shall come into force from the date of adoption by the board of directors of the company.
