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. 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:
(i) the leasing department of the Company shall be responsible for reviewing the pricing terms of the Lease Agreement by comparing the terms between CE Bank and at least two other independent third parties for leasing the relevant Premises for the equivalent period, and will only lease the Premises if the terms offered by CE Bank are no less favourable than the terms quoted by such two other independent third parties;
(ii) the finance department of the Company shall be responsible for monitoring and collecting the actual transaction amounts under the Lease Agreement on a regular basis so to ensure that the aggregate rental income received by Brighter Win from CE Bank will not exceed the proposed annual cap for each financial year. The Company will set an alert amount when the amount is about to reach the annual cap, in case that the aggregate rental income is expected to exceed such annual cap, so that the Company could timely re-comply with the requirements under Chapter 14A of the Listing Rules;
(iii) the internal control department and relevant personnel of the Company shall monitor and ensure all transactions contemplated under the Lease Agreement are entered into on normal commercial terms or better, are fair and reasonable, and are carried out pursuant to the terms of the Lease Agreement;
(iv) the independent non-executive Directors will review the transactions to be entered into pursuant to the Lease 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 Lease Agreement; and
(v) the auditor of the Company will conduct an annual review on the pricing and annual caps of the continuing connected transactions under the Lease Agreement.
INTERNAL CONTROL MEASURES. For the sake of ensuring the terms offered by Guangdong Wuzi Fuel or Guangzhou Tongzheng (as the case may be) are not less favourable to the Group than those offered by the Independent Third Parties and the Annual Caps are not exceeded, the Group will:
(i) supervise the Continuing Connected Transactions in accordance with the Company’s internal control guideline/handbook on continuing connected transactions;
(ii) instruct its risk management department to conduct the sampling inspection at least twice per annum on the comprehensiveness and effectiveness of the Group’s internal control measures on continuing connected transactions, and periodically review and examine the progress of the Continuing Connected Transactions;
(iii) instruct its finance department to follow and collect the data of the Continuing Connected Transactions to ensure that the Annual Caps are not exceeded;
(iv) engage the auditors to review the data of the Continuing Connected Transactions twice a year in compliance with the annual reporting and review requirements under the Listing Rules and provide confirmation in the Company’s annual report on whether such transactions are entered into in the ordinary course of business on normal commercial terms or better and are carried out pursuant to the terms thereof, and whether the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole;
(v) instruct its audit committee to review the implementation of the Continuing Connected Transactions twice a year;
(vi) instruct its coal trading department to track the changes of the market price and the costs of coal, to timely record and report the same to other relevant departments of the Group; and
(vii) instruct its risk management department to conduct the regular sampling inspection on the Operational Agreement(s) to prevent any trading transaction in disguise for financing. By implementing the above measures, the Directors consider that the Company has established sufficient internal control measures to ensure the Continuing Connected Transactions are fair and reasonable, on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole.
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. The Company has a comprehensive internal control system in place to ensure that the continuing connected transactions under the Commodity Purchase and Sale Framework Agreement are fair and reasonable and conducted in the ordinary course of business of the Company in accordance with relevant transaction agreements and on normal commercial terms or better, and in the interests of the Company and its shareholders as a whole. The relevant internal control measures include the following:
1. After determining the pricing method in accordance with the pricing policy of the Commodity Purchase and Sale Framework Agreement, the Company will take the following measures to ensure that the specific transactions are in compliance with the terms of the Commodity Purchase and Sale Framework Agreement before entering into the specific agreements. The Directors (including the independent non-executive Directors) consider that the following methods and procedures will ensure that the transactions contemplated under the Commodity Purchase and Sale Framework Agreement will be conducted on normal commercial terms and will not be detrimental to the interests of the Company and its minority shareholders:
a. Government pricing or government-guided prices: determining the prices based on government pricing or government-guided prices (as the case may be) in accordance with applicable laws and regulations, and the Group will monitor the government pricing regulations or government-guided prices of the Relevant Commodities on a real-time basis;
b. Market prices: The Group will actively seek to obtain market prices through various channels, for example, by comparing the terms and quoted prices of specific agreements with those of at least two third parties in the vicinity providing the same or similar services to ensure that the terms and quoted prices offered by Chengdu Communications Investment Group to the Group are fair and reasonable and that such prices are on normal commercial terms and on terms and conditions no less favourable than those on which the third parties purchase or sell (as the case may be) the Relevant Commodities from/to the Group, in order to determine whether to accept the quoted prices offered by Chengdu Communications Investment Group. If the Group considers that the quoted prices offered by Chengdu Communications Investment Group are not fair and reasonable or are not in the best interests of the Company and its shareholders as a whole, it will decide not to...
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. 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. The Group has adopted a sound and independent audit system and a comprehensive financial management system. The Group also maintains bank accounts with independent banks. CNNC Group does not share any bank account with the Group.
