Common use of INTERNAL CONTROL MEASURES Clause in Contracts

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.

Appears in 1 contract

Samples: Framework Purchase and Sale Agreements

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INTERNAL CONTROL MEASURES. For The Group has implemented adequate internal control measures for monitoring all of its continuing connected transactions, including (without limitation) the sake regular reporting of ensuring the terms offered by Guangdong Wuzi Fuel or Guangzhou Tongzheng (as the case may be) are not less favourable transaction volume to the Group’s finance department for monitoring the annual caps of the relevant transactions, where various departments including the construction department, the legal department and the finance department of the Group than those offered will be responsible for the implementation, monitoring and review of such measures. Before entering into a contract with Nanyuan Construction or its subsidiaries, such contract will be reviewed and approved by the Independent Third Parties department heads of the construction department, the legal department, the finance department and the Annual Caps are not exceededchief executive officer, respectively. The service fees and premium of each contract with Nanyuan Construction or its subsidiaries will be reviewed by the Group will: Group’s finance department, in order to ensure that (i) supervise the Continuing Connected Transactions service fees charged by Nanyuan Construction or its subsidiaries are no less favourable than those fee rates offered by independent third parties to the Group; and (ii) the premium charged by Nanyuan Construction or its subsidiaries is within 9% to 11% as stated under the 2024 School Construction Framework Agreement. In addition, the Company’s external auditors and independent non-executive Directors will conduct annual review of the transactions contemplated under the 2024 School Construction Framework Agreement, and provide annual confirmations in accordance with the Company’s internal control guideline/handbook on continuing connected transactions; (ii) instruct its risk management department to conduct Listing Rules that the sampling inspection at least twice per annum on transactions are conducted in accordance with the comprehensiveness and effectiveness terms of the Group’s internal control measures relevant agreements and the applicable pricing policies, on continuing connected transactionsnormal commercial terms, and periodically review and examine in the progress interest of the Continuing Connected Transactions; (iii) instruct Company and its finance department to follow and collect Shareholders as a whole. The Group will also review the data amounts of the Continuing Connected Transactions transactions with Nanyang Construction and its subsidiaries on a regular basis in order to monitor and ensure that the Annual Caps are will not be exceeded; (iv) engage the auditors . The Group will continue 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 adopt certain measures to the terms thereof, and whether the terms thereof are fair and reasonable and in protect the interests of the Independent Shareholders. Such measures include the adoption of an independent mechanism to govern and monitor the selection process for the Company’s potential bidders, pursuant to which an internal tender review committee comprising members appointed by (and held accountable to) the independent non-executive Directors is established for reviewing the terms and conditions of tenders, ensuring the compliance with the relevant laws and regulations and screening out unsuitable tenders. The Company and will also conduct sampling checks covering the Shareholders as a whole; (v) instruct its audit committee to review the implementation receipts in respect of at least 70% of the Continuing Connected Transactions twice total actual costs incurred. Pursuant to the Group’s tender policy, all potential bidders for the Group’s construction works are subject to a year; standard and systematic tender review procedure maintained by the Group, which applies to tenders submitted by both connected persons and independent third parties. The standard and systematic tender review procedure generally involves (vii) instruct its coal trading department to track the changes receiving potential bidders’ tender documents; (ii) initial review of the market price tender documents; and the costs of coal, to timely record and report the same to other relevant departments (iii) assessment of the Group; and (vii) instruct its risk management department to conduct potential bidders’ credentials. Having considered factors including the regular sampling inspection on technical requirements of the Operational Agreement(s) to prevent any trading transaction in disguise for financing. By implementing the above measuresconcerned construction work, the Directors consider that potential bidders’ qualification and experience, 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 expected completion time of the Company and construction projects, the Shareholders as a wholeGroup will then shortlist three potential candidates. Out of the three potential candidates, the Group will generally select the bidder who offered the lowest bidding price.

Appears in 1 contract

Samples: 2024 School Construction Framework Agreement

INTERNAL CONTROL MEASURES. For In connection with the sake relevant drawdown of ensuring the Loan and in order to ensure the terms offered by Guangdong Wuzi Fuel or Guangzhou Tongzheng (as of the case may be) relevant specific agreements and security documents are not on normal commercial terms and fair and reasonable to the Company and Shareholders and are no less favourable to the Group than those terms offered by the Independent Third Parties and the Annual Caps are not exceededavailable to or from independent third parties, the Group willCompany has formulated the following internal control policies and adopted the following internal control measures: (i) supervise with regard to any amount drawdown which is secured by assets of Seazen Holdings Group, the Continuing Connected Transactions in accordance with Company expects that the Company’s internal control guideline/handbook 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 continuing connected transactionsa timely basis; (ii) instruct its risk management the finance department to conduct the sampling inspection at least twice per annum on the comprehensiveness and effectiveness of the Group’s internal control measures Company will closely monitor the outstanding Loan balances to be repaid and report the latest status of the Loan granted to the finance department of the Company on continuing connected transactionsa monthly basis to ensure that the outstanding loan balances will not exceed the proposed annual caps. In the event the aggregated principal amount of the Loan is expected to exceed the proposed annual caps, the responsible staff would escalate the issue to the Board forthwith, and periodically review and examine the progress Company would timely re-comply with the requirements under Chapter 14A of the Continuing Connected TransactionsListing Rules; (iii) instruct its the finance department to follow and collect the data of the Continuing Connected Transactions 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 ensure that confirm the Annual Caps interest rate charged is in line with or better than the market rates and the specific agreements are not exceededentered into on normal commercial terms; (iv) engage the auditors to Company’s external auditor will conduct an annual review the data of the Continuing Connected Transactions twice a year 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 compliance accordance with the terms set out in the Loan Framework Agreement; and (v) the independent non-executive Directors will conduct an annual reporting 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 review the relevant 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 wholeRules.

Appears in 1 contract

Samples: Loan Framework Agreement

INTERNAL CONTROL MEASURES. For The Company has established internal control measures to ensure that (i) terms of the sake 2024 Hilong Energy CCT Agreements are on normal commercial terms, fair and reasonable, and in the interests of ensuring the Company and the Shareholders as a whole; and (ii) the transactions and the pricing policy are conducted in accordance with the terms offered 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 Guangdong Wuzi Fuel or Guangzhou Tongzheng 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 (as “Pre-approved Supplier List”). The criteria of the case may be) are not 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 favourable favorable to the Group as compared to other quotations received from Independent Third Party service providers. Before entering into the transactions under the 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 market prices of similar products under similar sales terms and conditions. For the evaluation mentioned above, the marketing department of the Group will first collect market price information available in the 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 an urgent basis. If at any time the relevant departments of the Group 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 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 all transactions with Hilong Pipeline Group will comply with the Annual Caps are terms of the 2024 Welding Wire Supply Agreement. To ensure the transactions contemplated under the 2024 Hilong Energy CCT Agreements do not exceededexceed the respective proposed annual caps, the Group will: (i) supervise financial department of the Continuing Connected Transactions in accordance with Company will regularly monitor the Company’s internal control guideline/handbook actual transaction amount under the 2024 Hilong Energy CCT Agreements on a monthly basis and submit monthly reports to the CCT IC Committee to evaluate and review the implementation progress of the continuing connected transactions; (ii) instruct its risk management . If the financial department to conduct notices that the sampling inspection at least twice per annum on transactions under the comprehensiveness 2024 Hilong Energy CCT Agreements will have the possibility of exceeding the respective proposed annual caps, it will notify the business and effectiveness legal departments of the Group’s internal control measures on Group at once, as well as the CCT IC Committee to 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 periodically review the compliance of contract approval, ensuring that the internal control processes and examine operational procedures are complied in accordance with the progress requirements of the Continuing Connected Transactions; (iii) instruct its finance department to follow Management System and collect the data Listing Rules. The Company’s external auditors will review the continuing connected transactions under each of the Continuing Connected Transactions 2024 Hilong Energy CCT Agreements annually to ensure that check and confirm (among others) whether the Annual Caps are not pricing terms have been adhered to and whether the relevant annual caps have been exceeded; (iv) engage . 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 data of the Continuing Connected Transactions twice a year in compliance with the annual reporting and review requirements continuing connected transactions under the Listing Rules 2024 Hilong Energy CCT Agreements annually to check and provide confirmation in the Company’s annual report on confirm whether such continuing connected transactions are entered into have been conducted in the ordinary and usual course of business of the Group, on normal commercial terms or better and are carried out pursuant to better, in accordance with the relevant agreements governing them on terms thereof, and whether the terms thereof that are fair and reasonable and in the interests of the Company and the Shareholders as a whole; (v) instruct its audit committee to review , and whether 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 internal control procedures put in disguise for financing. By implementing the above measures, the Directors consider that place by the Company has established sufficient internal control measures are adequate and effective to ensure that such continuing connected transactions are conducted in accordance with the Continuing Connected Transactions are fair and reasonable, on normal commercial terms or better and pricing policies set out in the interests of the Company and the Shareholders as a wholesuch relevant agreements.

Appears in 1 contract

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

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INTERNAL CONTROL MEASURES. For (1) Notwithstanding the sake sound investment strategy and risk control system of ensuring 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 offered by Guangdong Wuzi Fuel or Guangzhou Tongzheng 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; (as 2) The Company’s Finance Department is responsible for adding and withdrawing the case may be) are not less favourable 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 Group than those offered by president of the Independent Third Parties 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 Caps Cap are not exceeded, the Group will:; (i4) supervise The Company will continue to improve its relevant internal control system, including developing special short-term wealth management system, improving the Continuing Connected Transactions in accordance with 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 internal control guideline/handbook on continuing connected transactions; (ii5) instruct its risk management department The independent non-executive Directors will continue to conduct the sampling inspection at least twice per annum on the comprehensiveness and effectiveness of the Group’s internal control measures on review continuing connected transactions, and periodically review and examine confirm whether 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 relevant transactions are entered into in the ordinary and usual course of the business of the Group, whether on normal commercial terms or better and are carried out pursuant to the terms thereofbetter, and whether the terms thereof of relevant agreements are fair and reasonable and in the interests of the Company and the Shareholders its 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 (vii6) instruct its risk management department to The Company’s auditor will conduct the regular sampling inspection annual review on the Operational Agreement(s) to prevent any trading transaction in disguise for financing. By implementing pricing and the above measures, annual cap of the Directors consider that the Company has established sufficient internal control measures continuing connected transactions to ensure the Continuing Connected Transactions annual caps for the transactions under the framework agreements are fair and reasonable, on normal commercial terms or better and in the interests of the Company and the Shareholders as a wholenot exceeded.

Appears in 1 contract

Samples: Single Asset Management Contract

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