Guangdong Yantang Dairy Co.Ltd(002732)
Risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd
(reviewed and adopted at the 16th meeting of the 4th board of directors)
Chapter I General Provisions
Article 1 in order to effectively prevent, timely control and resolve the risks of Guangdong Yantang Dairy Co.Ltd(002732) (hereinafter referred to as “the company”) and its holding subsidiaries in carrying out deposit and loan business in Guangdong Nongken Group Finance Co., Ltd. (hereinafter referred to as “the finance company”), ensure the safety of funds and safeguard the interests of shareholders of listed companies, according to the relevant requirements of Shenzhen Stock Exchange, Prepare this risk disposal plan.
Chapter II Organization and responsibilities
Article 2 the company establishes a leading group for risk prevention and disposal of deposit and loan business in the finance company. The leader of the leading group is the chairman of the company, the general manager and the chief financial officer are the deputy leaders, and the members include the deputy general manager of the company and the Secretary of the board of directors; Mainly responsible for organizing the risk prevention and disposal of deposit and loan business. The leading group consists of a working group, the office is located in the financial center, and the chief financial officer acts as the leader of the working group. The members include the heads of the financial center, the office of the board of directors, the securities legal department, the audit department and other departments; Be specifically responsible for the daily supervision and management of deposit and loan business risks, and strictly control the deposit and loan risks with the financial company.
Article 3 as a risk prevention and disposal 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 or may have risks.
Article 4 the disposal of deposit and loan risks shall follow the following principles:
(I) unified leadership and hierarchical responsibility. The emergency disposal of deposit and loan risks is under the unified leadership of the leading group, which is responsible to the board of directors and is specifically responsible for the risk prevention and disposal of deposit and loan. According to the division of responsibilities, relevant departments actively plan and implement various risk prevention and resolution measures, coordinate with each other, and jointly control and resolve risks. (II) collect information and focus on prevention. Timely collect the information of the financial company, pay attention to the operation of the financial company, and timely understand the information from Guangdong Agricultural Reclamation group company and its subordinate companies or regulatory departments, so as to ensure that the information monitoring is in place and the risk prevention is effective.
(III) early warning and timely disposal. Relevant departments should strengthen the monitoring of risks, find and report the risks of deposits and loans early, and take decisive measures to control and resolve the risks in time, prevent the spread and spread of risks, and minimize the risks of deposits and loans.
Chapter III information disclosure and report
Article 5 the company shall establish a deposit and loan risk reporting system, continuously evaluate the business qualification, business and risk status of the financial company, and report to the board of directors of the company.
(I) the company shall carefully consult the relevant qualification certificates of the financial company, including the financial license, business license, etc., fully understand the institutional setting, system construction, operation status and other relevant information of the financial company, and strengthen the risk assessment management.
(II) during the deposit and loan business, the company shall obtain the audit report and other financial information of the financial company, evaluate the business and financial risks of the financial company, and pay attention to the implementation of the measures for the administration of financial companies of enterprise groups by the financial company.
(III) during the period of deposit and loan business, the financial report of the financial company shall be obtained and reviewed regularly. The annual report audited by an accounting firm with relevant business qualifications shall evaluate the business and financial risks of the financial company, and the leading group shall issue a risk assessment report regularly according to the analysis of information.
Article 6 the capital 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 risk disposal procedures
Article 7 during the deposit and loan period with the finance company, if any of the following circumstances occurs to the finance company, the leading group shall immediately start the risk disposal procedures and timely perform the corresponding temporary information disclosure obligations: (I) the finance company violates Article 31, 32 or 33 of the measures for the Administration of enterprise group finance 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 Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities for violation of laws and regulations;
(IX) the finance company was ordered by Bank Of China Limited(601988) Insurance Regulatory Commission to make rectification;
(x) other matters that may bring potential safety hazards to the funds deposited by the listed company.
Article 8 after the risk occurs, the working group shall evaluate it and report to the risk prevention and disposal leading group immediately after forming a unified opinion. The leading group shall organize personnel to understand the information in time, analyze and sort out the situation, form a written report and submit it to the board of directors of the company.
Article 9 after the risk disposal plan procedure is launched, 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 risks, analyze the dynamics of risks and formulate risk disposal plans. The risk disposal plan mainly includes the following contents:
1. Measures to be taken and objectives to be achieved;
2. Organization and implementation of various risk mitigation measures;
3. Supervise and guide the implementation of risk mitigation measures.
Article 10 relevant departments of the company shall obey the unified command of the risk prevention and disposal leading group according to the responsibility requirements specified in the risk disposal plan. Perform their respective duties and responsibilities, earnestly implement various chemical insurance measures, and actively do a good job in risk disposal.
Chapter V handling of follow-up matters
Article 11 when necessary, the company shall require the finance company to suspend or stop issuing new loans and organize the recovery of funds.
Article 12 after the sudden deposit and loan risks subside, the leading group shall strengthen the supervision of the financial company, re evaluate the deposit and loan risks of the financial company, and adjust relevant credit policies if necessary.
Article 13 in view of the causes and consequences of the sudden risks of the financial company, the leading group shall organize personnel to carefully analyze and summarize, draw experiences and lessons, and do a better job in the risk prevention and disposal of deposit and loan business more effectively.
Chapter VI supplementary provisions
Article 14 this plan shall be interpreted and revised by the board of directors of the company.
Article 15 this plan shall come into force from the date of deliberation and approval by the board of directors.
