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: Comparison of with independent quotations 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. Pricing terms and mechanism 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. Ongoing monitoring of terms and annual caps 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 ...
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. The pricing policy for all the continuing connected transactions of the Group will be supervised and monitored by the relevant personnel and management of the Group to ensure that the relevant continuing connected transaction is conducted on normal commercial terms and will not be prejudicial to the interests of the Company and its shareholders as a whole. The relevant personnel and management of the Group will review and assess the terms before entering into a Specific Agreement to ensure they are consistent with the principles and provisions set out in the New Framework Agreement. Regular checks will be conducted to review and assess whether the relevant continuing connected transactions are conducted in accordance with the terms of the related Specific Agreements and the price charged for a specific transaction is fair and reasonable and in accordance with the aforesaid pricing policy. In addition, review reports containing details such as the latest utilisation rate of the relevant New Caps and the updated list of relevant continuing connected transactions, will be prepared by the relevant personnel of the Group on a half-year basis. In the event that the utilisation rate of the relevant New Cap reaches 80%, the Board will be informed for considering if the relevant New Cap shall be revised and, if so, the Company will further comply with relevant requirements under the Listing Rules. The independent non-executive Directors and the independent auditor of the Company will also conduct an annual review on the pricing terms and the New Caps thereof. Accordingly, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the New Framework Agreement have been and will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its shareholders as a whole.
INTERNAL CONTROL MEASURES. In order to ensure that the pricing policy in the Lease Agreement is adhered to, the Group has the following internal control procedures and policies:
INTERNAL CONTROL MEASURES. The Group adopted the following internal control measures to ensure that the continuing connected transactions will be conducted on normal commercial terms going forward:
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. In order to ensure that the transactions contemplated under the 2021 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:
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 BES Hainan Catering Service Agreement, which include the followings:
INTERNAL CONTROL MEASURES. The Company has (1) reporting, approval and, if required, selected verification procedures in place to ensure that the agreed price and terms of continuing connected transactions are no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties and also compliance with the pricing policy; and (2) procedures and policies for identifying connected persons and monitoring the annual caps of the continuing connected transactions. IMPLICATIONS UNDER THE LISTING RULES Coca-Cola (Asia) holds a 35% interest in CCBL, in which the Company holds the remaining 65% interest. As a result, as at the date of the announcement, The Coca-Cola Company as the ultimate holding company of Coca-Cola (Asia), and its associate, CCBMHL, are connected persons of the Company at the subsidiary level under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As (a) CCBMHL is a connected person of the Company at the subsidiary level under the Listing Rules; (b) one or more of the applicable percentage ratios of the annual caps in respect of the processing services provided by the Group to the CCBMHL Group under the Framework Agreement are on an annual basis more than 1%; (c) the Framework Agreement has been approved by the Board; and (d) the Directors (including the independent non-executive Directors) are of the view that the terms of the Framework Agreement was entered into in the ordinary and usual course of business of the Group and the terms of the Framework Agreement are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms or better and in the interests of the Company and its Shareholders as a whole, therefore the continuing connected transactions contemplated under the Framework Agreement is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.101 of the Listing Rules. As Xxxx Xxxxx, a director of the Company, is also concurrently holding directorship in CCBMHL, she has abstained from voting on the resolutions passed by the Board in relation to the Framework Agreement, the annual caps and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has a material interest in ...
INTERNAL CONTROL MEASURES. The Company has established various internal control measures in order to ensure that the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement are in accordance with the pricing policies and the terms of each of the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement, which are on normal commercial terms and no less favourable to the Company than terms quoted to independent third parties. Such internal control measures mainly include the following:
