INTERNAL CONTROL MEASURES. The Group has adopted a set of effective internal control measures to supervise the continuing connected transactions of the Group:
INTERNAL CONTROL MEASURES. (1) Notwithstanding the sound investment strategy and risk control system of the wealth management products issued by Capital Securities under the Single Asset Management Contract, due to the coexistence of revenue and risks in the wealth management products and no promise of principal guaranteed policy restriction for the products, the Company will strengthen the project management on investment particulars of Capital Securities. The Company’s Finance Department will assign a responsible person for daily verification of the daily net value, accrual management fee and performance fee of the Entrusted Assets. The Company’s Finance Department is responsible for reviewing the quarterly and annual reports on management and custody submitted by Capital Securities to ensure the compliance with the terms of the Single Asset Management Contract, while the Audit Committee of the Board is responsible for continuously monitoring and inspecting the short-term wealth management business of monetary funds of the Company, and is entitled to appoint internal and external experts to conduct special audit of the wealth management business if necessary;
(2) The Company’s Finance Department is responsible for adding and withdrawing the Entrusted Assets under the Single Asset Management Contract upon the approval from the Company’s president based on the actual operating situation and the demand for funds, and shall regularly report the capital operation and return details of the transactions under the Single Asset Management Contract and relevant analysis report to the president of the Company and the Board on a monthly basis;
(3) The Company’s Finance Department and the Office of the Board will keep monitoring, collecting and assessing the details of the continuing connected transactions under the revised Single Asset Management Contract, including but not limited to the execution, the actual transaction amounts and payment arrangements of the Single Asset Management Contract to ensure the scope in the revised Single Asset Management Contract and the Proposed Annual Cap are not exceeded;
(4) The Company will continue to improve its relevant internal control system, including developing special short-term wealth management system, improving the monitoring mechanism for the Single Asset Management Contract and other short-term wealth management schemes and implementing the delineation between relevant rights and responsibilities to ensure the compliance of the Company’s contin...
INTERNAL CONTROL MEASURES. In order to ensure that the pricing policy in the New Deposit Service Framework Agreement is adhered to, the Group has the following internal control procedures and policies:
(i) the finance department of the Company shall be responsible for reviewing the pricing terms of the Deposit Services by obtaining quotations from CE Bank and at least two other independent banks for rates of deposits of an equivalent amount and for the equivalent period, and will only use the Deposit Services if the terms quoted by CE Bank are no less favourable than the terms quoted by such two other independent banks;
(ii) the finance department of the Company shall also be responsible for monitoring and collecting on a regular basis the actual maximum daily balance of deposits to be placed by the Group with CE Bank pursuant to the New Deposit Service Framework Agreement and the Deposit Agreements, so as to ensure that the maximum daily balance will not exceed the proposed annual caps for each financial year;
(iii) the internal control department and relevant personnel of the Company shall monitor and ensure all transactions contemplated under the New Deposit Service Framework Agreement are entered into on normal commercial terms or better, are fair and reasonable, and are carried out pursuant to the terms of the New Deposit Service Framework Agreement;
(iv) the independent non-executive Directors will review the transactions to be entered into pursuant to the New Deposit Service Framework Agreement in order to ensure all such transactions are entered into on normal commercial terms or better, on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and are carried out in accordance with the terms of the New Deposit Service Framework Agreement; and
(v) the auditor of the Company will conduct an annual review on the pricing and annual caps of the continuing connected transactions to be entered into pursuant to the New Deposit Service Framework Agreement.
INTERNAL CONTROL MEASURES. In order to safeguard the interests of the Company and the Shareholders as a whole and to ensure that the pricing policies and the annual caps are complied with, the Company has adopted the following internal control measures: • The Group maintains price lists and a database containing historical transaction records and relevant terms and conditions. The information in the database is obtained in the course of the Group’s operations, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated personnel of the Group are responsible for the maintenance of the database, and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel of the Group is designated to monitor and supervise the maintenance of the database to ensure that up-to-date records are properly kept. The Company will also conduct random checks on the database so as to ensure that effective and sound internal control measures are in place so that continuing connected transactions with the Kelun Group will be conducted on a fair and reasonable basis. • The relevant business units and departments of Group will regularly monitor and review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check and confirm (amongst others) whether the pricing polic...
INTERNAL CONTROL MEASURES. In order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted certain measures in monitoring the transactions under the Purchase Framework Agreement. In addition to our compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of continuing connected transactions, the internal compliance review department of the Company is responsible for the review of individual orders on a regular basis to ensure that the terms thereunder are made in accordance with the terms and conditions of the Purchase Framework Agreement. To ensure that transaction prices under the Purchase Framework Agreement will be fair and reasonable and on normal commercial terms, on top of the mechanism and procedures as detailed in the paragraph headed “THE PURCHASE FRAMEWORK AGREEMENT — Principal terms and price determination” in this announcement, the business department of the Group will regularly review and compare the purchase prices incurred and/or to be incurred thereunder with those under the same type of transactions of the Company entered into with third parties who may or may not be connected to the Company for the purchase of the Products with same or similar specifications. To ensure the transactions contemplated under the Purchase Framework Agreement do not exceed the Annual Cap, the business department of the Group shall fill in and submit statistical charts for the continuing connected transactions at least quarterly. In the event that the amount of the transactions incurred and/or to be incurred under the Purchase Framework Agreement for a financial year is expected to reach the relevant Annual Cap, the business 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 Cap 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 also arranges compliance trainings for the Directors, senior management and staff from the relevant departments of the Company and its subsidiaries, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules.
INTERNAL CONTROL MEASURES. The Company will adopt the following internal policies and measures to ensure that the transactions under the Parking Space Agency Framework Agreement (Phase II) are implemented in accordance with the Parking Space Agency Framework Agreement (Phase II), which, in specific, include but not limited to:
(1) the management and the finance department of the Group will closely monitor through continuous and timely inquiries the execution of the Specific Contracts under the Parking Space Agency Framework Agreement (Phase II), in order to monitor and ensure that the above businesses are falling within the applicable Annual Caps;
(2) the auditors of the Company will also conduct an annual review on the Parking Space Agency Framework Agreement (Phase II) and the relevant Annual Caps and provide confirmation in the annual report of the Company;
(3) before entering into Specific Contracts, the business department of the Group will review and compare (i) (if any) the margin of return of similar parking space sales agency transactions (i.e. transactions of similar nature in terms of service type and content, project location, quality of the subject parking spaces, etc.) between the Group and Independent Third Parties during the same period; and (ii) (if any) levels of agency service fees of comparable projects in the nearby market of the project (i.e. transactions of similar nature in terms of service type and content, project location, pricing method, etc.), so as to ensure that the agency service fees to be received by the Company are no less favourable than those offered by Independent Third Parties;
(4) the business department of the Group will (i) review the project proposal submitted each time before entering into a Specific Contract; and (ii) re-evaluate the transaction by reference to the overall average selling and leasing price of the project and the market conditions of the surrounding area of the Target Parking Spaces as at 30 June and 31 December of each year, and make use of process control to ensure that the agreed price is fair and reasonable and on par with the average price in the surrounding comparable market of the Target Parking Spaces;
(5) the business department of the Group will review and consider each Specific Contract on a case-by-case basis, including but not limited to the specific project scale, project location, discount of the base price to the agreed price and potential returns etc., so as to ascertain that the deposits ratio agreed in e...
INTERNAL CONTROL MEASURES. To ensure that the transactions contemplated under the Cross Referral Services Framework Agreement (2021) will be conducted in accordance with its terms and the pricing policy and within the Proposed Annual Caps, the Group has in place the following internal control procedures to monitor the transactions contemplated under the Cross Referral Services Framework Agreement (2021):
INTERNAL CONTROL MEASURES. To safeguard the interests of the Shareholders as a whole, including the minority Shareholders, the Company has adopted internal approval and monitoring procedures relating to the transactions contemplated under the Finance Lease Business Framework Agreement and the Supplemental Agreement, which include the following: The Finance Department is responsible for collecting and monitoring the information under the Finance Lease Business Framework Agreement and the Supplemental Agreement. Prior to entering into individual leasing contracts under the Finance Lease Business Framework Agreement and the Supplemental Agreement, the Finance Department will compare the major terms and financing costs associated with such arrangements to the major terms provided and financing costs charged by at least two independent third parties which provide finance leasing of a similar scale and nature in the PRC. It is intended that the Group will be sourcing such quotes from independent third parties whose operational scale and financial position are at least comparable to those of Shenzhen Jingneng Leasing having a track record of at least one year in providing similar direct leasing services. Officers handling the relevant matters shall submit a report to the head of the Finance Department and the chief financial officer of the Group for approval, which is subject to the preliminary and final review by them based on the relevant rules and regulations. The Finance Department and other relevant operation departments of the Group are jointly responsible for conducting reviews on compliance with relevant laws, regulations, the Group’s internal policies and the Listing Rules in respect of both continuing connected transactions and connected transactions. They are also jointly responsible for evaluating the transaction terms under each underlying agreement of the Finance Lease Business Framework Agreement and the Supplemental Agreement, in particular, the fairness and reasonableness of the pricing terms under each agreement. Independent non-executive Directors have also reviewed and will continue to review the terms of the Finance Lease Business Framework Agreement and the Supplemental Agreement and the transactions contemplated thereunder to ensure that the agreements are entered into on normal commercial terms and in the interests of the Company and its Shareholders as a whole. The Finance Department will monitor the direct leasing transactions under the Finance Lease Business Fram...
INTERNAL CONTROL MEASURES. The Group will undertake the following internal control measures to monitor the continuing connected transactions:
INTERNAL CONTROL MEASURES. In order to ensure that the transactions contemplated under the 2019 Services Framework Agreement will be on normal commercial terms, and that the relevant fees will not fall below the prevailing market rate, the guidance price of such services for similar type of development projects issued by the local government (if applicable) and the fees charged to the third party customers independent of the Group, the Group will adopt the following measures: