INTERNAL CONTROL AND RISK MANAGEMENT MEASURES. In addition to compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, the Company has set up the Supervision and Audit Department and the Securities and Legal Department in charge of internal control and risk management to perform internal review and control over the continuing connected transactions of the Company, including reviewing contracts signed between the Company and connected persons, supervising the performance of procedures prior to signing of contracts as well as the fulfilment of transactions thereunder, regularly inspecting specific terms of the Company’s transactions with connected persons and comparing with the terms of the same type transactions of the Company entered into with non-connected persons, to ensure that the pricing and other contract terms for the Group’s continuing connected transactions are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders and that the continuing connected transactions are conducted as agreed in the contracts and in compliance with the laws and regulations. The Supervisory Committee of the Company operates independently of the Board and performs supervisory duties over the Board, senior management and the Company. It conducts annual review over the Group’s connected transactions and expresses its opinions in the annual Supervisors’ Report regarding whether such connected transactions would damage the interests of the Shareholders and the Company. The Audit and Corporate Governance Committee of the Company holds interim and annual meetings with its external auditors to, among other things, review and discuss the Group’s connected transactions and make recommendations and provide advices to the Company in respect of matters discovered. To ensure the continuing connected transactions do not exceed the annual caps, the relevant business departments of the Company and its subsidiary shall fill in and submit a monthly statistical chart for continuing connected transactions to the Securities and Legal Department and the Financial Department for summary, analysis and follow-up. In the event that the amount of the continuing connected transactions incurred and to be incurred for a financial year is expected to possibly reach the annual caps, the Securities and Legal Department will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the annual caps is required, report particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance of the requirements under the Listing Rules. The Company arranges compliance trainings for the Directors, supervisors, senior management and staff from the relevant departments of the Company and its subsidiary from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules.
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Samples: Asphalt Transportation Services Framework Agreement, Entrusted Management Agreement
INTERNAL CONTROL AND RISK MANAGEMENT MEASURES. In addition order to compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, the Company has set up the Supervision and Audit Department and the Securities and Legal Department in charge of internal control and risk management to perform internal review and control over the continuing connected transactions of the Company, including reviewing contracts signed between the Company and connected persons, supervising the performance of procedures prior to signing of contracts as well as the fulfilment of transactions thereunder, regularly inspecting specific terms of the Company’s transactions with connected persons and comparing with the terms of the same type transactions of the Company entered into with non-connected persons, to ensure that the pricing and other contract terms for the Group’s continuing connected transactions are on normal commercial terms, fair and reasonable and in safeguard the interests of the Company and the Shareholders as a whole, the Company will adopt, and will procure Haier Finance pursuant to the Financial Services Agreement to adopt, the following guidelines and principles in monitoring the transactions between the Group and Haier Finance, namely: • Haier Finance will ensure the safe and stable operation of the funds management information system, which has passed the security test in respect of the online commercial banking interface and has reached the national security standards for commercial banks; • Haier Finance guarantees that it will strictly comply and operate with risk management control specifications issued by the continuing CBRC for finance companies. The gearing, liquidity and other ratios of Haier Finance should comply with the ratios specified by the CBRC and other PRC laws and regulations as amended from time to time; • Haier Finance shall provide the Company with, within three Business Days after its submission, a copy of every regulatory report it submits to CBRC; • the Company will report the transactions with Haier Finance together with other connected transactions are conducted as agreed in the contracts and in compliance with the laws and regulations. The Supervisory Committee of the Company operates independently to the independent non-executive Directors during each of the Board audit committee meetings (if necessary) according to the audit committee meeting agenda. The Company shall ensure that such kind of reportings shall be conducted not less than three times in a year; • the Company will require Haier Finance to appoint an independent accounting firm to audit the internal controls, risk management, completeness and performs supervisory duties over the Board, senior management and the Company. It conducts annual review over the Group’s connected transactions and expresses its opinions in the annual Supervisors’ Report regarding whether such connected transactions would damage the interests impartiality of the Shareholders operational system in respect of the transactions with the Group and to provide relevant risk management report and review and assess the Companyinternal control measures pursuant to the Financial Services Agreement on an annual basis. The Audit and Corporate Governance Committee management of the Company holds interim and will timely report results of the review to the audit committee/independent non-executive Directors upon the occurrence of any material adverse events or changes; • Haier Finance shall provide its audited annual meetings with its external auditors to, among other things, review and discuss the Group’s connected transactions and make recommendations and provide advices report to the Company in respect of matters discovered. To order to ensure the continuing connected transactions do not exceed the annual caps, the relevant business departments of the Company and its subsidiary shall fill in and submit a monthly statistical chart for continuing connected transactions to the Securities and Legal Department and the Financial Department for summary, analysis and follow-up. In the event that the amount of the continuing connected transactions incurred and to be incurred for a financial year is expected to possibly reach the annual caps, the Securities and Legal Department will follow up forthwith by reporting and proposing a response to the management of the CompanyCompany understands the conditions of Haier Finance; • where Haier Finance misuses or defaults in using the deposits placed by the Group or in any other circumstances, is unable to repay the Group’s deposits, the Group will have a right to set off such deposits (including accrued interests) against the outstanding loans (including accrued interests) extended by Haier Finance to the Group. Haier Finance will not be entitled to such set-off rights; • Haier Finance shall at all times monitor its credit risks. If (i) any situations where Haier Finance breaches the laws, regulations, or the terms of the Financial Services Agreement arises or may arise, or (ii) on the occurrence of any other circumstances that may cause serious concern to the security, Haier Finance shall give written notice to the Company within three business days after knowing the happening of such situations or circumstances, and to take measures to avoid or contain any losses. Upon such notice, the Company has the right to immediately withdraw its deposits together with accrued interests forthwith, or if it is unable to do so, it may set off its deposits (including accrued interests) against the loans extended by Haier Finance, except otherwise as provided in case that an amendment to the annual caps is required, report particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance of the requirements under the Listing Rules. The Company arranges compliance trainings for the Directors, supervisors, senior management and staff from the relevant departments of PRC laws and regulations; • Haier Finance shall meet the Company and following key regulatory requirements on financial ratios (with reference to its subsidiary from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules.monthly management accounts):
Appears in 1 contract
Samples: Financial Services Agreement
INTERNAL CONTROL AND RISK MANAGEMENT MEASURES. In addition to compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, the Company has set up the Supervision and Audit Department and the Securities and Legal Department in charge of internal control and risk management to perform internal review and control over the continuing connected transactions of the Company, including reviewing contracts signed between the Company and connected persons, supervising the performance of procedures prior to signing of contracts as well as the fulfilment of transactions thereunder, regularly inspecting specific terms of the Company’s transactions with connected persons and comparing with the terms of the same type of transactions of the Company entered into with non-connected persons, to ensure that the pricing and other contract terms for the Group’s continuing connected transactions are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders its shareholders and that the continuing connected transactions are conducted as agreed in the contracts and in compliance with the laws and regulations. The Supervisory Committee of the Company operates independently of the Board and performs supervisory duties over the Board, senior management and the Company. It conducts annual review over the Group’s connected transactions and expresses its opinions in the annual Supervisors’ Report regarding whether such connected transactions would damage the interests of the Shareholders shareholders and the Company. The Audit and Corporate Governance Committee of the Company holds interim and annual meetings with its external auditors to, among other things, review and discuss the Group’s connected transactions and make recommendations and provide advices to the Company in respect of matters discovered. To ensure the continuing connected transactions do not exceed the annual caps, the relevant business departments of the Company and its subsidiary subsidiaries shall fill in and submit a monthly statistical chart for continuing connected transactions to the Securities and Legal Department and the Financial Management Department for summary, analysis and follow-up. In the event that the amount of the continuing connected transactions incurred and to be incurred for a financial year is expected to possibly reach the annual caps, the Securities and Legal Department will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the annual caps is required, report particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance of the requirements under the Listing Rules. The Company arranges compliance trainings for the Directorsdirectors, supervisors, senior management and staff from the relevant departments of the Company and its subsidiary subsidiaries from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Property Leasing Framework Agreement
INTERNAL CONTROL AND RISK MANAGEMENT MEASURES. In addition to compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, the Company has set up the Supervision supervision and Audit Department audit department and the Securities securities and Legal Department legal department of the Company in charge of internal control and risk management to perform internal review and control over the continuing connected transactions of the Company, including reviewing contracts signed between the Company and connected persons, supervising the performance of procedures prior to signing of contracts as well as the fulfilment of transactions thereunder, regularly inspecting specific terms of the Company’s transactions with connected persons and comparing with the terms of the same type transactions of the Company entered into with non-connected persons, to ensure that the pricing and other contract terms for the Group’s continuing connected transactions are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders and that the continuing connected transactions are conducted as agreed in the contracts and in compliance with the laws and regulations. The Supervisory Committee supervisory committee of the Company operates independently of the Board and performs supervisory duties over the Board, senior management and the Company. It conducts annual review over the Group’s connected transactions and expresses its opinions in the annual Supervisorssupervisors’ Report report regarding whether such connected transactions would damage the interests of the Shareholders and the Company. The Audit audit and Corporate Governance Committee corporate governance committee of the Company holds interim and annual meetings with its external auditors to, among other things, review and discuss the Group’s connected transactions and make recommendations and provide advices to the Company in respect of matters discovered. To ensure the continuing connected transactions do not exceed the annual caps, the relevant business departments of the Company and its subsidiary shall fill in and submit a monthly statistical chart for continuing connected transactions to the Securities securities and Legal Department legal department and the Financial Department finance department of the Company for summary, analysis and follow-up. In the event that the amount of the continuing connected transactions incurred and to be incurred for a financial year is expected to possibly reach the annual caps, the Securities securities and Legal Department legal department of the Company will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the annual caps is required, report particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance of the requirements under the Listing Rules. The Company arranges compliance trainings for the Directors, supervisors, senior management and staff from the relevant departments of the Company and its subsidiary from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules.
Appears in 1 contract
Samples: Vehicle Rental Agreement
INTERNAL CONTROL AND RISK MANAGEMENT MEASURES. In addition to compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, the Company has also set up the Supervision discipline inspection and Audit Department audit department and the Securities securities and Legal Department legal department in charge of internal control and risk management to perform internal review and control over the continuing connected transactions of the Company, including reviewing contracts signed between the Company and connected persons, supervising the performance of procedures prior to signing of contracts as well as the fulfilment of transactions thereunder, regularly inspecting specific terms of the Company’s transactions with connected persons and comparing with the terms of the same type transactions of the Company entered into with non-connected persons, to ensure that the pricing and other contract contractual terms for the Group’s continuing connected transactions are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders and that the continuing connected transactions are conducted as agreed in the contracts and in compliance with the laws and regulations. The Supervisory Committee supervisory committee of the Company operates independently of the Board and performs supervisory duties over the Board, senior management and the Company. It conducts annual review over the Group’s connected transactions and expresses its opinions in the annual Supervisors’ Report regarding whether such connected transactions would damage the interests of the Shareholders and the Company. The Audit audit and Corporate Governance Committee corporate governance committee of the Company holds interim and annual meetings with its external auditors to, among other things, review and discuss the Group’s connected transactions and make recommendations and provide advices to the Company in respect of matters discovered. To ensure the continuing connected transactions do not exceed the annual caps, the relevant business departments of the Company and its subsidiary subsidiaries shall fill in and submit a monthly statistical chart for continuing connected transactions to the Securities securities and Legal Department legal department and the Financial Department financial department of the Company for summary, analysis and follow-up. In the event that the amount of the continuing connected transactions incurred and to be incurred for a financial year is expected to possibly reach the annual caps, the Securities securities and Legal Department legal department of the Company will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the annual caps is required, report particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance of the requirements under the Listing Rules. The Company arranges compliance trainings for the Directors, supervisors, senior management and staff from the relevant departments of the Company and its subsidiary subsidiaries from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules.
Appears in 1 contract