Common use of INTERNAL CONTROL MEASURES Clause in Contracts

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 Framework Agreement and the Supplemental Agreement on a regular basis. In particular, the Finance Department will be in close contact with the Group’s business teams responsible for direct leasing so that the Finance Department will be able to reasonably anticipate the expected transaction amount in advance. With the benefit of time and communication, the Finance Department will monitor and assess whether the annual cap is expected to be exceeded based on proposed transactions to be entered into, and where necessary, elevate such issue to the Board with proposed revised annual cap and such other relevant information so that the Board will be in a position to consider and, where applicable, comply with applicable Listing Rules in connection with such revised annual caps. Independent non-executive Directors and auditors of the Company will conduct annual review of the transactions under the Finance Lease Business Framework Agreement and the Supplemental Agreement (including the rates and fees charged in respect of the transactions) and provide annual confirmations in accordance with the Listing Rules that the transactions are conducted in accordance with the terms of the agreements and the Group’s pricing policy measures, and to confirm if the price and terms offered are fair and reasonable and comparable to those offered by unrelated third parties.

INTERNAL CONTROL MEASURES. To In order to safeguard the interests of the Company and the Shareholders as a whole, including the minority Shareholders, the Company has adopted internal approval and certain measures in monitoring procedures relating to the transactions contemplated under the Finance Lease Business New Purchase 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 New Materials Procurement Framework Agreement and the Supplemental Agreement. Prior In addition to entering into individual leasing contracts under our compliance with 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 requirements on annual review by them based on the relevant rules external auditors 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 independent non-executive Directors under the Listing Rules in respect of both continuing connected transactions and connected transactions. They are also jointly , the internal compliance review department of the Company is responsible for evaluating the transaction review of individual orders on a regular basis to ensure that the terms under each underlying agreement thereunder are made in accordance with the terms and conditions of the Finance Lease Business New Purchase Framework Agreement and the Supplemental New Materials Procurement Framework Agreement, in particular, . To ensure that transaction prices under 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 New Purchase Framework Agreement and the Supplemental New Materials Procurement Framework Agreement will be fair and reasonable and on normal commercial terms, the business department of the Group will regularly review and compare the purchase prices incurred and/or to be incurred thereunder with those under the same type of transactions of the Company entered into with third parties who may or may not be connected to the Company for the purchase of the Materials or the Products with the same or similar specifications. To ensure the transactions contemplated under the New Purchase Framework Agreement and the New Materials Procurement Framework Agreement do not exceed the respective Annual Cap, the business department of the Group shall fill in and submit statistical charts for the continuing connected transactions contemplated thereunder at least quarterly. In the event that the amount of the transactions incurred and/or to be incurred under the New Purchase Framework Agreement and the New Materials Procurement Framework Agreement for a financial year is expected to reach the relevant Annual Cap, 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 is required, report particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure that compliance of the agreements are entered into on normal commercial terms requirements under the Listing Rules. The Company also arranges compliance trainings for the Directors, senior management and in staff from the interests relevant departments of the Company and its Shareholders as a whole. The Finance Department will monitor subsidiaries, primarily focusing on the direct leasing rules relating to connected transactions under the Finance Lease Business Framework Agreement and the Supplemental Agreement on a regular basis. In particular, the Finance Department will be in close contact with the Group’s business teams responsible for direct leasing so that the Finance Department will be able to reasonably anticipate the expected transaction amount in advance. With the benefit of time and communication, the Finance Department will monitor and assess whether the annual cap is expected to be exceeded based on proposed transactions to be entered into, and where necessary, elevate such issue to the Board with proposed revised annual cap and such other relevant information so that the Board will be in a position to consider and, where applicable, comply with applicable Listing Rules in connection with such revised annual caps. Independent non-executive Directors and auditors Chapter 14A of the Company will conduct annual review of the transactions under the Finance Lease Business Framework Agreement and the Supplemental Agreement (including the rates and fees charged in respect of the transactions) and provide annual confirmations in accordance with the Listing Rules that the transactions are conducted in accordance with the terms of the agreements and the Group’s pricing policy measures, and to confirm if the price and terms offered are fair and reasonable and comparable to those offered by unrelated third partiesRules.

INTERNAL CONTROL MEASURES. To safeguard The Group has implemented adequate internal control measures for monitoring all of its continuing connected transactions, including (without limitation) the interests regular reporting of transaction volume to the Group’s finance department for monitoring the annual caps of the Shareholders as a wholerelevant transactions, where various departments including the minority Shareholdersconstruction department, the Company has adopted internal approval and monitoring procedures relating to the transactions contemplated under the Finance Lease Business Framework Agreement legal department 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 department of a similar scale and nature in the PRC. It is intended that the Group will be sourcing responsible for the implementation, monitoring and review of such quotes from measures. Before entering into a contract with Nanyuan Construction or its subsidiaries, such contract will be reviewed and approved by the department heads of the construction department, the legal department, the finance department and the chief executive officer, respectively. The service fees and premium of each contract with Nanyuan Construction or its subsidiaries will be reviewed by the Group’s finance department, in order to ensure that (i) the service fees charged by Nanyuan Construction or its subsidiaries are no less favourable than those fee rates offered by 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 Group; and (ii) the Finance Department and premium charged by Nanyuan Construction or its subsidiaries is within 9% to 11% as stated under 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 regulations2024 School Construction Framework Agreement. The Finance Department and other relevant operation departments of the Group are jointly responsible for conducting reviews on compliance with relevant laws, regulationsIn addition, the GroupCompany’s internal policies external auditors 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 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 Framework Agreement and the Supplemental Agreement on a regular basis. In particular, the Finance Department will be in close contact with the Group’s business teams responsible for direct leasing so that the Finance Department will be able to reasonably anticipate the expected transaction amount in advance. With the benefit of time and communication, the Finance Department will monitor and assess whether the annual cap is expected to be exceeded based on proposed transactions to be entered into, and where necessary, elevate such issue to the Board with proposed revised annual cap and such other relevant information so that the Board will be in a position to consider and, where applicable, comply with applicable Listing Rules in connection with such revised annual caps. Independent non-executive Directors and auditors of the Company will conduct annual review of the transactions contemplated under the Finance Lease Business 2024 School Construction Framework Agreement and the Supplemental Agreement (including the rates and fees charged in respect of the transactions) Agreement, and provide annual confirmations in accordance with the Listing Rules that the transactions are conducted in accordance with the terms of the relevant agreements and the applicable pricing policies, on normal commercial terms, and in the interest of the Company and its Shareholders as a whole. The Group will also review the amounts of the transactions with Nanyang Construction and its subsidiaries on a regular basis in order to monitor and ensure that the Annual Caps will not be exceeded. The Group will continue to adopt certain measures to 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 will also conduct sampling checks covering the receipts in respect of at least 70% of the total actual costs incurred. Pursuant to the Group’s pricing policy measurestender policy, all potential bidders for the Group’s construction works are subject to a standard and systematic tender review procedure maintained by the Group, which applies to confirm if the price tenders submitted by both connected persons and terms offered are fair and reasonable and comparable to those offered by unrelated independent third parties. The standard and systematic tender review procedure generally involves (i) receiving potential bidders’ tender documents; (ii) initial review of the tender documents; and (iii) assessment of the potential bidders’ credentials. Having considered factors including the technical requirements of the concerned construction work, the potential bidders’ qualification and experience, the expected completion time of the construction projects, the Group 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.