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. Procurement Procedures Xxxxxxx Xxxxx’s procurement department will seek quotations from at least two independent third parties offering the same or comparable products and the head of procurement department will evaluate the fairness and reasonableness of the price offered by Xxxxxxxxxxxx and to decide if the price offered by Xxxxxxxxxxxx is comparable to or more favourable than those offered by such independent third parties for the same or comparable products based on the quotations received. After the head of procurement department chooses the supplier, the procurement department will contact the chosen supplier and will enter into purchase order(s) with the supplier. The procurement department will then apply internally for the necessary funding and will arrange the payment of the transaction amounts to the supplier. After receiving the silver ingots from the supplier, the procurement department will settle the outstanding balance of the transaction amounts (if any). Other Internal Control Measures The Company will report transactions under the New Framework Purchase Agreement with Longtianyong to the audit committee of the Company for its review (if necessary). Further, the independent non-executive Directors will review the transactions under the New Framework Purchase Agreement annually to check and confirm whether such transactions have been conducted in the ordinary and usual course of business of the Group, on normal commercial terms or better, in accordance with the New Framework Purchase Agreement, and on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and will review and confirm whether such transactions have been entered into within the relevant annual caps. The Company will also engage its auditor to review such transactions annually pursuant to Rule 14A.56 of the Listing Rules. As part of the general corporate governance measures adopted by the Company, the Board will monitor the internal control procedures put in place by the Company to ensure that they are adequate and effective and that the aforesaid transactions are conducted in accordance with the terms of the New Framework Purchase Agreement and the requirements under the Listing Rules.
INTERNAL CONTROL MEASURES. In order to ensure that the pricing policy in each of the New Framework Agreements 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 2020 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. In respect of the Guarantees 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 Guarantees, 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 2023 Property Leasing Framework Agreement will be conducted in accordance with the pricing policies of the Group and that the terms of the 2023 Property Leasing Framework Agreement are on normal commercial terms or on terms no less favourable than those terms offered by Independent Third Parties for similar products or services (as the case may be) in the ordinary and usual course of business. Such internal control measures mainly include the following:
