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Common use of INTERNAL CONTROL MEASURES Clause in Contracts

INTERNAL CONTROL MEASURES. To ensure that the service fees to be charged by Mintegral International or Marketlogic Technology (as applicable) under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement will be fair and reasonable and on normal commercial terms or better from the perspective of the Group, the business department of the Group will obtain quotations from independent third parties to determine the prevailing prices being charged to or by independent third parties ordinary course of business for providing the required digital marketing services in the PRC on a monthly basis. The pricing of the continuing connected transactions will then be reviewed and approved by the general manager of the business department of the Group at least quarterly to ensure that the pricing principles and policies as disclosed in this announcement are strictly adhered to. Furthermore, 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 the Group’s continuing connected transactions, to ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement do not exceed the annual cap(s), 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 or to be incurred under the New Digital Marketing Service (Mintegral) Master Agreement and/or the New Digital Marketing Service (Top Media) Master Agreement for a financial year is expected to reach the relevant annual cap(s), 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(s) is required, report the particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance with 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 from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules. As at the date of this announcement, approximately 42.63% of Marketlogic Technology’s total issued share capital is held by Xx. Xxxx, an executive Director and a Controlling Shareholder of the Company. Marketlogic Technology is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Rule 14A.31 of the Listing Rules. As the highest percentage ratios under Rule 14.07 of the Listing Rules in respect of the proposed annual caps of the transactions under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1% but is less than 5%, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder are exempt from the circular and Shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Samples: Digital Marketing Service Master Agreement

INTERNAL CONTROL MEASURES. To The Company has established internal control measures to ensure that (i) terms of the 2024 Hilong Energy CCT Agreements are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole; and (ii) the transactions and the pricing policy are conducted in accordance with the terms of the 2024 Hilong Energy CCT Agreements. The Company has adopted and implemented a management system on connected transactions (“Management System”). Under the Management System, an internal control review committee (“CCT IC Committee”) is established and comprises the heads of the financial department, the marketing department, the procurement department and the audit department. The CCT IC Committee will report to the Board for all significant matters related to the continuing connected transactions of the Group. Before entering into the transactions under the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement, the relevant staff of the marketing department will obtain at least two quotations from Independent Third Party service providers selected from a list of pre-approved coating services and hardbanding service providers maintained by the Group from time to time (“Pre-approved Supplier List”). The criteria of the Pre-approved Supplier List include, among others, production capabilities and quality, qualifications, reputation, experience and location. The Pre-approved Supplier List is then approved by both the heads of the marketing department and procurement department and is subject to review annually. The selection basis of the two Independent Third Party service providers for quotation include their performance in recent completed projects, current service capacity, delivery timeline and competitiveness of pricing terms offered. The quotations together with the relevant supporting documents will then be reviewed by the financial department and then approved by the CCT IC Committee, to ensure that the pricing and terms of the coating services and hardbanding services provided by Hilong Pipeline Group will be no less favorable to the Group as compared to other quotations received from Independent Third Party service fees to be charged by Mintegral International or Marketlogic Technology (as applicable) providers. Before entering into the transactions under the New Digital Marketing Service (Mintegral) Master Agreement 2024 Welding Wire Supply Agreement, the marketing department will closely monitor the prices of the welding wires offered to Hilong Pipeline by evaluating the average price of the welding wires offered to the Independent Third Parties of the Group and the New Digital Marketing Service (Top Media) Master Agreement will be fair market prices of similar products under similar sales terms and reasonable and on normal commercial terms or better from conditions. For the perspective of the Groupevaluation mentioned above, the business marketing department of the Group will obtain quotations from independent third parties to determine the prevailing prices being charged to or by independent third parties ordinary course of business for providing the required digital marketing services first collect market price information available in the PRC public domain. The CCT IC Committee will then discuss and review the prices and conditions of the welding wires offered to Hilong Pipeline (taking into account various factors such as costs, transaction volume, sales channel and market competition). In the event of market fluctuations, the CCT IC Committee will also convene meetings on a monthly an urgent basis. The pricing of If at any time the continuing connected transactions will then be reviewed and approved by the general manager of the business department relevant departments of the Group at least quarterly become aware that the price of welding wires offered to Hilong Pipeline is lower than that offered by the Group to Independent Third Parties and/or the terms of welding wires offered to Hilong Pipeline Group are more favorable than those offered by the Group to Independent Third Parties, such findings shall be reported to the CCT IC Committee immediately. The CCT IC Committee shall then discuss with the Board to adjust the price offered to Hilong Pipeline Group and/or amend the relevant terms. Hilong Energy Group will only supply welding wires to Hilong Pipeline Group when the sales prices and conditions offered to Hilong Pipeline Group are no more favorable than those being offered to Independent Third Party and to ensure that the pricing principles and policies as disclosed in this announcement are strictly adhered to. Furthermore, in addition to our compliance all transactions with Hilong Pipeline Group will comply with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect terms of the Group’s continuing connected transactions, to 2024 Welding Wire Supply Agreement. To ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement 2024 Hilong Energy CCT Agreements do not exceed the respective proposed annual cap(s)caps, the business financial department of the Group shall fill in Company will regularly monitor the actual transaction amount under the 2024 Hilong Energy CCT Agreements on a monthly basis and submit statistical charts for monthly reports to the CCT IC Committee to evaluate and review the implementation progress of the continuing connected transactions at least quarterlytransactions. In If the event financial department notices that the amount transactions under the 2024 Hilong Energy CCT Agreements will have the possibility of exceeding the respective proposed annual caps, it will notify the business and legal departments of the transactions incurred or Group at once, as well as the CCT IC Committee to be incurred under the New Digital Marketing Service (Mintegral) Master Agreement and/or the New Digital Marketing Service (Top Media) Master Agreement for a financial year is expected to reach the relevant annual cap(s), 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(s) is required, report the particulars to the Board and hold a Board meeting for considering the matters thereabout take next steps to ensure compliance with the relevant Listing Rules. The audit department of the Company will review the continuing connected transactions under the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and the 2024 Welding Wire Supply Agreement annually to check and confirm (among others) the fairness of the pricing terms, the implementation of continuing connected transactions, and the compliance of contract approval, ensuring that the internal control processes and operational procedures are complied in accordance with the requirements under of the Management System and the Listing Rules. The Company also arranges compliance trainings for Company’s external auditors will review the Directors, senior management continuing connected transactions under each of the 2024 Hilong Energy CCT Agreements annually to check and staff from confirm (among others) whether the pricing terms have been adhered to and whether the relevant departments annual caps have been exceeded. Hilong Pipeline Group has agreed to allow the Company and its external auditors to access the information necessary to report on the continuing connected transactions contemplated under the 2024 Hilong Energy CCT Agreements. The independent non-executive Directors will review the continuing connected transactions under the 2024 Hilong Energy CCT Agreements annually to check and confirm whether such continuing connected 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 relevant agreements governing them on terms that are fair and reasonable and in the interests of the Company and its subsidiaries from time to timethe Shareholders as a whole, primarily focusing on and whether the rules relating to connected transactions under Chapter 14A of the Listing Rules. As at the date of this announcement, approximately 42.63% of Marketlogic Technology’s total issued share capital is held internal control procedures put in place by Xx. Xxxx, an executive Director and a Controlling Shareholder of the Company. Marketlogic Technology is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement are adequate and the transactions contemplated thereunder constitute effective to ensure that such continuing connected transactions of are conducted in accordance with the Company pursuant to Rule 14A.31 of the Listing Rules. As the highest percentage ratios under Rule 14.07 of the Listing Rules pricing policies set out in respect of the proposed annual caps of the transactions under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1% but is less than 5%, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder are exempt from the circular and Shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rulessuch relevant agreements.

Appears in 1 contract

Samples: Coating Services and Hardbanding Services Agreement; Welding Wire Supply Agreement

INTERNAL CONTROL MEASURES. To In connection with the relevant drawdown of the Loan and in order to ensure that the service fees to be charged by Mintegral International or Marketlogic Technology (as applicable) under terms of the New Digital Marketing Service (Mintegral) Master Agreement relevant specific agreements and the New Digital Marketing Service (Top Media) Master Agreement will be fair and reasonable and security documents are on normal commercial terms and fair and reasonable to the Company and Shareholders and are no less favourable to the Group than terms offered available to or better from independent third parties, the perspective Company has formulated the following internal control policies and adopted the following internal control measures: (i) with regard to any amount drawdown which is secured by assets of the Seazen Holdings Group, the business Company expects that the corresponding total value of the Charged Assets shall maintain at similar level as the unpaid principal amount of the Loan divided by the loan-to-value ratio of 60%, and the Company will monitor any repaid Loan principal and apply to the Lender to release the Charged Assets thereto on a timely basis; (ii) the finance department of the Group Company will obtain quotations from independent third parties closely monitor the outstanding Loan balances to determine be repaid and report the prevailing prices being charged latest status of the Loan granted to or by independent third parties ordinary course the finance department of business for providing the required digital marketing services in the PRC Company on a monthly basis. The pricing of the continuing connected transactions will then be reviewed and approved by the general manager of the business department of the Group at least quarterly basis to ensure that the pricing principles and policies as disclosed in this announcement are strictly adhered to. Furthermore, 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 the Group’s continuing connected transactions, to ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement do outstanding loan balances will not exceed the proposed annual cap(s), the business department of the Group shall fill in and submit statistical charts for the continuing connected transactions at least quarterlycaps. In the event that the aggregated principal amount of the transactions incurred or to be incurred under the New Digital Marketing Service (Mintegral) Master Agreement and/or the New Digital Marketing Service (Top Media) Master Agreement for a financial year Loan is expected to reach exceed the relevant proposed annual cap(s)caps, the business department will follow up forthwith by reporting and proposing a response to responsible staff would escalate the management of the Company, and in case that an amendment to the annual cap(s) is required, report the particulars issue to the Board forthwith, and hold a Board meeting for considering the matters thereabout to ensure compliance Company would timely re-comply with 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 from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules. As at the date of this announcement, approximately 42.63% of Marketlogic Technology’s total issued share capital is held by Xx. Xxxx, an executive Director and a Controlling Shareholder of the Company. Marketlogic Technology is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Rule 14A.31 of the Listing Rules. As the highest percentage ratios under Rule 14.07 of the Listing Rules in respect of the proposed annual caps of the transactions under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1% but is less than 5%, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder are exempt from the circular and Shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules; (iii) the finance department of the Company will, before the signing of each specific agreement under the Loan Framework Agreement: (a) check the LPR published by PBOC; and (b) compare the interest rate of the Loan with at least two major commercial banks or financial institutions to confirm the interest rate charged is in line with or better than the market rates and the specific agreements are entered into on normal commercial terms; (iv) the Company’s external auditor will conduct an annual review of the transactions entered into under the Loan Framework Agreement to ensure that the transaction amount is within the proposed annual caps and the transactions is in accordance with the terms set out in the Loan Framework Agreement; and (v) the independent non-executive Directors will conduct an annual review of the status of the transactions contemplated under the Loan Framework Agreement to ensure that the Company has complied with its internal approval process and the relevant requirements under the Listing Rules.

Appears in 1 contract

Samples: Loan Framework Agreement

INTERNAL CONTROL MEASURES. To In connection with the relevant drawdown of the Loan and in order to monitor the performance of the relevant specific agreements and security documents, and to mitigate the default risk associated with the Loan, the Company has taken the following internal control measures, and considers that such measures are adequate and sufficient to safeguard its interests: (i) the senior management of the Company will conduct continuous monitoring of the operations of Seazen Holdings Group through fostering and maintaining regular communication and active interaction between the parties, and to ensure that the service fees to be charged by Mintegral International or Marketlogic Technology (as applicable) Loan is used in accordance with the purpose permitted under the New Digital Marketing Service Loan Framework Agreement; (Mintegralii) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement will be fair and reasonable and on normal commercial terms or better from the perspective of the Group, the business finance department of the Company will regularly keep track of the income status of Seazen Holdings Group to continuously assess the risk of the Loan Framework Agreement; (iii) the finance and legal departments of the Company will obtain quotations from independent third parties review each application for drawdown and closely monitor the aggregated outstanding drawdown balances and report the latest status to determine the prevailing prices being charged to or by independent third parties ordinary course chief financial officer of business for providing the required digital marketing services in the PRC Company at least on a monthly basis. The pricing of the continuing connected transactions will then be reviewed and approved by the general manager of the business department of the Group at least quarterly basis to ensure that the pricing principles and policies as disclosed in this announcement are strictly adhered to. Furthermore, 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 the Group’s continuing connected transactions, to ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement do it does not exceed the proposed annual cap(s), the business department of the Group shall fill in and submit statistical charts for the continuing connected transactions at least quarterlycaps. In the event that the aggregated principal amount of the transactions incurred or to be incurred under the New Digital Marketing Service (Mintegral) Master Agreement and/or the New Digital Marketing Service (Top Media) Master Agreement for a financial year Loan is expected to reach exceed the relevant proposed annual cap(s)caps, the business department will follow up forthwith by reporting and proposing a response to responsible staff would escalate the management of the Company, and in case that an amendment to the annual cap(s) is required, report the particulars issue to the Board forthwith, and hold a Board meeting for considering the matters thereabout to ensure compliance Company would timely re-comply with 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 from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules. As at the date of this announcement, approximately 42.63% of Marketlogic Technology’s total issued share capital is held by Xx. Xxxx, an executive Director and a Controlling Shareholder of the Company. Marketlogic Technology is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Rule 14A.31 of the Listing Rules. As the highest percentage ratios under Rule 14.07 of the Listing Rules in respect of the proposed annual caps of the transactions under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1% but is less than 5%, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder are exempt from the circular and Shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules; (iv) the finance department of the Company will, before the signing of each specific agreement under the Loan Framework Agreement: (a) check the LPR published by PBOC; and (b) compare the interest rate of the Loan with at least two major commercial banks or financial institutions to confirm the interest rate charged is in line with or better than the market rates and the specific agreements are entered into on normal commercial terms; (v) the finance department of the Company will review the valuation of the Charged Assets before each drawdown and continue to monitor the value of the Charged Assets afterwards to ensure the value of the Charged Assets is not less than the unpaid principal amount of the Loan divided by the loan-to-value ratio of 60%. The responsible staff shall inform the Board forthwith if further securities from Seazen Holdings Group would be necessary to maintain such loan-to-value ratio. (vi) the Company’s external auditor will conduct an annual review of the transactions entered into under the Loan Framework Agreement to ensure that the transaction amount is within the proposed annual caps and the transactions are in accordance with the terms set out in the Loan Framework Agreement; and (vii) the independent non-executive Directors will conduct an annual review of the status of the transactions contemplated under the Loan Framework Agreement to ensure that the Company has complied with its internal approval process and the relevant requirements under the Listing Rules.

Appears in 1 contract

Samples: Loan Framework Agreement

INTERNAL CONTROL MEASURES. To The Company has (1) reporting, approval and, if required, selected verification procedures in place to ensure that the service fees agreed price and terms of continuing connected transactions are no less favourable to be charged by Mintegral International or Marketlogic Technology (as applicablethe relevant member(s) under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement will be fair and reasonable and on normal commercial terms or better from the perspective of the Group, the business department of the Group will obtain quotations than those available to or from (as appropriate) independent third parties to determine and also compliance with the prevailing prices being charged to or by independent third parties ordinary course of business pricing policy; and (2) procedures and policies for providing identifying connected persons and monitoring the required digital marketing services in the PRC on a monthly basis. The pricing annual caps of the continuing connected transactions will then be reviewed and approved by transactions. In addition, the general manager of the business internal audit department of the Group at least quarterly to ensure that the pricing principles and policies as disclosed in this announcement are strictly adhered to. Furthermore, in addition to our compliance with the requirements shall conduct audit review on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, to ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Framework Agreement twice a year and report the New Digital Marketing Service (Top Media) Master Agreement do not exceed audit results to the audit committee of the Board, which consists of all the independent non-executive Directors. Further, the Company has also adopted a threshold warning mechanism whereby the Group’s finance department will monitor the annual cap(s), 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 or to be incurred caps under the New Digital Marketing Service (Mintegral) Master Agreement and/or Framework Agreement. When the New Digital Marketing Service (Top Media) Master Agreement for a financial year is expected to reach utilization rate of the relevant annual cap(s)caps reaches 75%, the business Group’s finance 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(s) is required, report the particulars to the Board and hold a Board meeting for considering which they will then consider to implement relevant measures including the matters thereabout to ensure compliance with revision of the requirements annual caps under the Listing RulesNew Framework Agreement. The Company also arranges compliance trainings for the DirectorsCoca-Cola (Asia) holds a 35% interest in COFCO Coca-Cola, senior management and staff from the relevant departments of in which the Company and its subsidiaries from time to time, primarily focusing on holds the rules relating to connected transactions under Chapter 14A of the Listing Rulesremaining 65% interest indirectly. As a result, as at the date of this announcement, approximately 42.63% The Coca-Cola Company as the ultimate holding company of Marketlogic Technology’s total issued share capital is held by Xx. XxxxCoca-Cola (Asia), an executive Director and a Controlling Shareholder its wholly-owned subsidiary, Zhibaishuo Company, are connected persons of the CompanyCompany at the subsidiary level under the Listing Rules. Marketlogic Technology is therefore a Accordingly, the transactions contemplated under the New Framework Agreement constitute continuing connected person transactions of the Company under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service As (Mintegrala) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder constitute continuing Zhibaishuo Company is a connected transactions person of the Company pursuant to Rule 14A.31 of at the subsidiary level under the Listing Rules. As ; (b) one or more of the highest applicable percentage ratios under Rule 14.07 of the Listing Rules annual caps in respect of the proposed annual caps purchase of the transactions Culiangwang Products by the COFCO Coca-Cola Group from the Zhibaishuo Company Group under the New Digital Marketing Service (Mintegral) Master Framework Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1are on an annual basis more than 1% but is less than 5%, ; (c) the New Digital Marketing Service Framework Agreement has been approved by the Board; and (Mintegrald) Master Agreement, the Directors (including the independent non-executive Directors) are of the view that the New Digital Marketing Service (Top Media) Master Framework Agreement was entered into in the ordinary and usual course of business of the Group and the terms of the New Framework Agreement are fair and reasonable and the transactions contemplated thereunder are exempt from on normal commercial terms or better and in the circular and Shareholders’ approval requirements under Rule 14A.76(2) interests of the Listing Rules but are Company and its Shareholders as a whole, therefore the continuing connected transactions contemplated under the New Framework Agreement is subject to the reporting, reporting and announcement and annual review 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. None of the Directors has a material interest in the continuing connected transactions contemplated under the New Framework Agreement, therefore none of the Directors were required under the Listing Rules to abstain from voting on the Board resolution approving the New Framework Agreement and the transactions contemplated thereunder. The Company is an investment holding company incorporated in Bermuda. Through its subsidiaries and associated companies, it is principally engaged in the beverage business. COFCO Coca-Cola is a company incorporated in Hong Kong and was jointly established by the Company and The Coca-Cola Company in which the Company and The Coca-Cola Company indirectly holds 65% and 35% interests, respectively. COFCO Coca-Cola engages in the investment in the beverage business and through its subsidiaries, has the exclusive right to prepare, package, distribute and sell Coca-Cola products in a number of provinces, municipalities and regions in the PRC as at the date of this announcement. Zhibaishuo Company is a wholly-owned subsidiary of The Coca-Cola Company in the PRC and was established in the PRC. It owns the legal rights to use the trademarks of “ 植白说 ”、“ 美汁源 ”、“ ”、“ 阳光处处 ” and engages in the production business of plant-based protein drinks under these trademarks. The Coca-Cola Company, a company incorporated in the State of Delaware, U.S.A. and listed on the New York Stock Exchange, is a total beverage company with products sold in more than 200 countries and territories. It owns and markets numerous valuable brands across several categories worldwide.

Appears in 1 contract

Samples: Framework Agreement

INTERNAL CONTROL MEASURES. To ensure that (1) Notwithstanding the service fees to be charged sound investment strategy and risk control system of the wealth management products issued by Mintegral International or Marketlogic Technology (as applicable) Capital Securities under the New Digital Marketing Service 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; (Mintegral2) Master Agreement 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 New Digital Marketing Service 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; (Top Media3) Master Agreement The Company’s Finance Department and the Office of the Board will be fair keep monitoring, collecting and reasonable 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 continuing connected transactions; (5) The independent non-executive Directors will continue to review continuing connected transactions, and confirm whether the relevant transactions are entered into in the ordinary and usual course of the business of the Group, whether on normal commercial terms or better from better, and whether the perspective terms of relevant agreements are fair and reasonable and in the interests of the Group, Company and its shareholders as a whole; and (6) The Company’s auditor will conduct annual review on the business department of pricing and the Group will obtain quotations from independent third parties to determine the prevailing prices being charged to or by independent third parties ordinary course of business for providing the required digital marketing services in the PRC on a monthly basis. The pricing annual cap of the continuing connected transactions will then be reviewed and approved by the general manager of the business department of the Group at least quarterly to ensure that the pricing principles and policies as disclosed in this announcement are strictly adhered to. Furthermore, 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 the Group’s continuing connected transactions, to ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement do not exceed the annual cap(s), 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 or to be incurred under the New Digital Marketing Service (Mintegral) Master Agreement and/or the New Digital Marketing Service (Top Media) Master Agreement for a financial year is expected to reach the relevant annual cap(s), 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(s) is required, report the particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance with 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 from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules. As at the date of this announcement, approximately 42.63% of Marketlogic Technology’s total issued share capital is held by Xx. Xxxx, an executive Director and a Controlling Shareholder of the Company. Marketlogic Technology is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Rule 14A.31 of the Listing Rules. As the highest percentage ratios under Rule 14.07 of the Listing Rules in respect of the proposed annual caps of for the transactions under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1% but is less than 5%, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder framework agreements are exempt from the circular and Shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rulesnot exceeded.

Appears in 1 contract

Samples: Single Asset Management Contract