INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company has adopted internal control and monitoring procedures relating to the factoring business cooperation, including: (i) According to the requirements of management system of the connected transactions of the Company, the finance management department of the Company is responsible for monitoring the transaction amounts relating to the proposed annual caps under the Factoring Business Cooperation Agreement by developing management accounts for continuing connected transactions and designating specialists for management and maintenance, and consolidating and preparing statistics for the transaction amounts incurred in the continuing connected transactions on a monthly basis. The Company will re-comply with the necessary approval procedures in accordance with the Listing Rules in respect of continuing connected transactions that are expected to exceed their annual caps; (ii) Prior to the business cooperation with Datang Factoring Company, the Group will make enquires to no less than three commercial factoring companies (no less than two of which are third parties independent from the Company and its connected persons) to collect information about the terms and conditions of the relevant transactions and in relation to their comprehensive rates. If the Group finds that the comprehensive rates provided by Datang Factoring Company are higher than any other independent third parties, Datang Factoring Company shall agree to adjust the comprehensive rates correspondingly after arm’s length negotiation with the Group to ensure that the Group is offered with the most favourable terms, and the comprehensive rates of the relevant transactions shall be equivalent to or more favourable than those offered by other independent commercial factoring companies in the PRC. Meanwhile, the Group has the right to choose the most favourable comprehensive rates to conduct factoring business and strive for the maximization of the overall interests; (iii) The finance department of the Company will report to the management of the Company, giving an update of the specific factoring contracts entered into with Datang Factoring Company on a quarterly basis; (iv) The Directors (including independent non-executive Directors) will review the transactions contemplated under the Factoring Business Cooperation Agreement and its proposed annual caps each year to ensure that the transactions contemplated under the Factoring Business Cooperation Agreement are conducted in the ordinary course of business of the Company on normal commercial terms and in the interests of the Company and its Shareholders as a whole; and (v) The auditors of the Company will also conduct annual audits on the pricing and annual caps of such transactions.
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company would strive to exercise stringent monitoring over the transaction amounts and respective annual caps of (1) the Futures Brokerage Services Framework Agreement, (2) the Asset Management Services Framework Agreement, (3) the Risk Management Services Framework Agreement, and (4) the Bulk Commodities Sale and Purchase Framework Agreement between the Group and Shandong Energy to ensure that necessary measures and appropriate actions can be timely taken in order to comply with the requirements of the Listing Rules. The Company has adopted the following internal management procedures to ensure that the Continuing Connected Transactions under the Framework Agreements are fair and reasonable and are entered into on normal commercial terms: • The Group has formulated a series of measures and policies, among others, contract policies, project management policies and administration rules of Connected Transactions in order to ensure that the Company’s Continuing Connected Transactions are conducted under such Framework Agreements and the respective pricing policies. The fairness and reasonableness of the transactions contemplated under the agreements of Continuing Connected Transactions, in particular the pricing terms thereof, would be examined and approved by the audit committee of the Board, the Board and various internal departments of the Company (including but not limited to the finance department and audit department of the Company) to ensure that the terms of Framework Agreements are in compliance with relevant regulations and guidelines (if applicable) and market practices and would not deviate from the terms of the Framework Agreements disclosed in this announcement. • When determining the actual prices of products supplied by Shandong Energy and/ or its associates, the above counter-party will offer a proposed price to the Company for consideration first. As mentioned above, in order to ensure that the pricing terms under the agreements of Continuing Connected Transactions are fair and reasonable, the proposed price will be first evaluated and approved by the finance department, audit department and various relevant business departments of the Company. In addition, the transactions under the Framework Agreements shall be conducted on a non-exclusive basis. Payments shall be made on the aforementioned pricing principles basis. However, the Group usually seeks quotations or makes enquiries on relevant prices from no less than two other independent third party suppliers providing similar products or services, and makes reference to such pricing and terms offered by independent third parties for similar products or services, to make sure that the products and services offered by Shandong Energy and/or its associates to the Group are fair, reasonable and are no less favorable than those offered by independent third parties; • When determining the actual prices of services or products provided by the Group to Shandong Energy and/or its associates, the Group will provide the counter-party with a proposed price for consideration first. As mentioned above, in order to ensure that the pricing terms under the agreements of Continuing Connected Transactions are fair and reasonable, the proposed price will be first evaluated and approved by the finance department, audit department and other relevant business departments of the Company. In addition, the transactions under the Framework Agreements shall be conducted on a non-exclusive basis. Payments shall be made substantially on the aforementioned pricing principles basis. Nevertheless, the Group usually seeks quotations or makes enquiries on relevant prices from not less than two other independent third party suppliers of similar products or services as references to the market prices, and refers to such prices and certain other terms offered to independent third parties by us for similar products, to make sure whether the prices and terms offered to Shandong Energy and/or its associates by the Group are fair, reasonable and are no less favorable than those offered to independent third parties; and • The audit committee of the Board, the office of the Board and various internal departments of the Company also regularly monitor the fulfillment of the Framework Agreements and the transaction updates thereunder. In addition, the management of the Company also regularly reviews the pricing policies. The Independent Non-executive Directors of the Company conduct annual review of the implementation and execution of the Continuing Connected Transactions (including related pricing mechanisms); the auditors of the Company would conduct annual assessment and review of the internal control measures of the Company and monitoring procedures relating to conduct annual review of the factoring business cooperation, including:
(i) According Continuing Connected Transactions under the Framework Agreements pursuant to the requirements of management system the Listing Rules, in order to confirm that, among others, the transactions are entered into in accordance to the pricing policies of the connected transactions Company and relevant agreements governing such transactions. • The office of the Company, the finance management department Board of the Company is responsible for monitoring daily Connected Transactions. It monitors and analyzes the transaction amounts relating to the proposed annual caps under the Factoring Business Cooperation Agreement by developing management accounts for continuing connected transactions and designating specialists for management and maintenance, and consolidating and preparing statistics for the transaction amounts incurred in the continuing connected transactions Connected Transactions on a monthly basis. The Company will re-comply with the necessary approval procedures in accordance with the Listing Rules in respect of continuing connected transactions that are expected to exceed their annual caps;
(ii) Prior to the business cooperation with Datang Factoring Company, the Group will make enquires to no less than three commercial factoring companies (no less than two of which are third parties independent from the Company and its connected persons) to collect information about the terms and conditions of the relevant transactions and in relation to their comprehensive rates. If the Group finds that the comprehensive rates provided by Datang Factoring Company are higher than any other independent third parties, Datang Factoring Company shall agree to adjust the comprehensive rates correspondingly after arm’s length negotiation with the Group real time basis each day to ensure that the Group is offered Company can be updated in a timely manner and discuss with the most favourable termsbusiness department in advance when the amount of Connected Transactions is about to reach the annual caps and report the same to the Company’s management to consider the necessity to revise the annual cap. After taking into consideration of aforementioned pricing policies, the basis of determining proposed annual caps the reasons for and the comprehensive rates benefits of the relevant transactions shall be equivalent to or more favourable than those offered by other independent commercial factoring companies in the PRC. Meanwhileand internal control procedures, the Group has the right to choose the most favourable comprehensive rates to conduct factoring business and strive for the maximization of the overall interests;
(iii) The finance department of the Company will report to the management of the Company, giving an update of the specific factoring contracts entered into with Datang Factoring Company on a quarterly basis;
(iv) The Directors (including independent nonIndependent Non-executive Directors) will review are in the opinion that the terms of the transactions contemplated under the Factoring Business Cooperation Agreement Framework Agreements and its the proposed annual caps each year to ensure that the transactions contemplated under the Factoring Business Cooperation Agreement thereunder are conducted entered into based on normal commercial terms in the ordinary and usual course of business of the Company on normal commercial terms that are fair and reasonable and in the interests interest of the Company and the Shareholders as a whole. In the meantime, the Company considers that it has adequate mechanisms, internal control procedures and external regulatory measures to ensure that the Continuing Connected Transactions are in strict compliance with relevant regulations and guidelines and the terms of the Futures Brokerage Services Framework Agreement, the Asset Management Services Framework Agreement, the Risk Management Services Framework Agreement and the Bulk Commodities Sale and Purchase Framework Agreement. Following the completion of the Reorganisation of Indirect Controlling Shareholders of the Company, the continuing connected transactions framework agreements previously entered into between the Group and Shandong Steel are no longer applicable. Due to the unintentional negligence of business personnel of subsidiaries the Company, the Company was not aware that the coal sale and purchase transactions entered into during the year ended 31 December 2022 and the period from 1 January 2023 to the date of this announcement constitute discloseable Connected Transactions of the Company under the Listing Rules, and failed to make disclosure of the transactions in a timely manner. The management of the Company did not know that the above matters were not disclosed in a timely manner until reviewing the 2022 annual results and the information of historical transactions of the Company. Upon becoming aware of the incident and being informed by the management that the above transactions were not disclosed in a timely manner, the Board immediately ordered submission of all the amounts and terms relating to the COAL SPAs by the management. The Board has also passed resolutions to ratify and/or approve the coal sale and purchase transactions and entered into the Bulk Commodities Sale and Purchase Framework Agreement with Shandong Energy with proposed annual caps, and issued appropriate announcements. The Company deeply regrets the failure to comply with the relevant requirements under Chapter 14A of the Listing Rules, and would like to emphasize that the non-compliance is unintentional. In view of the failure to comply with the relevant requirements under Rule 14A.35 of the Listing Rules in a timely manner, and in order to prevent similar incidents from recurring in the future, the Company has taken the following remedial measures to enhance its internal control procedures and ensure that the relevant Listing Rules are fully understood and complied with in due course:
1. the Company will force establishment of a multi-departmental workforce in charge of Connected Transactions among the management, led by a designated department who will be responsible for identification and maintenance of Connected Transactions, and management of Connected Transactions on a daily basis;
2. arranging relevant internal training courses to explain the Listing Rules and the reporting procedures of connected transactions to the Directors and senior management/ relevant personnel of the Company and its Shareholders as subsidiaries, stressing the importance of identifying the nature of transactions before signing an agreement to ensure that the Company will comply with the requirements of the Listing Rules in the future;
3. the management of the Company is designated to monitor the Connected Transactions and prevent failure of disclosure of any Connected Transactions in a whole; andtimely manner from re-occurring.
(v) The auditors 4. enhancing the reporting and monitoring procedures for the amounts of Connected Transactions, and improving the procedures and frequency of data collection and cross-checking to ensure that the transaction amounts do not exceed the relevant annual caps or any minimum exemption level;
5. the internal audit department of the Company will also conduct annual audits on monitor the pricing effectiveness and annual caps adequacy of internal control measures, and regularly make recommendations and reports to the audit committee of the Company; and
6. consulting legal counsel and the Stock Exchange in a timely manner (if necessary) before entering into such transactionstransactions that may constitute new Connected Transactions of the Company. Save as stated above, the Directors confirmed that there were no other Connected Transactions in respect of which the Company failed to comply with the Listing Rules.
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Samples: Continuing Connected Transactions
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company will strive to exercise adequate supervision over the transaction amounts and respective annual caps under the Futures Brokerage Services Framework Agreement signed between the Group and Shandong Steel to ensure that necessary measures and appropriate actions for the compliance with the requirements of the Listing Rules can be taken in a timely manner. The Company has adopted the following internal management procedures to ensure that the Continuing Connected Transaction under such framework agreement is fair and reasonable and conducted on normal commercial terms: • The Group has formulated a series of measures and policies on, among others, contract policies, project management policies and administration rules of Connected Transactions in order to ensure that the Continuing Connected Transaction is conducted in accordance with the Futures Brokerage Services Framework Agreement and the pricing policies therein. The Futures Brokerage Services Framework Agreement and the transactions thereunder, in particular the fairness and reasonableness of the pricing terms thereof, will be examined and approved by the audit committee of the Board, the Board and various internal departments of the Company (including but not limited to the finance department and audit and supervision department of the Company) to ensure that the terms of the Futures Brokerage Services Framework Agreement are in compliance with relevant regulations and guidelines (if applicable) and market practices and will not deviate from the terms of the Futures Brokerage Services Framework Agreement disclosed in this announcement; • When determining the actual prices of services provided by the Group to Shandong Steel and/or its associates, the Group will provide the counterparties with a proposed price for consideration first. As mentioned above, in order to ensure that the pricing terms under the agreements of Continuing Connected Transaction are fair and reasonable, the aforesaid proposed price will be evaluated and approved by the finance department, audit and supervision department and various relevant business departments of the Company in advance. In addition, the transactions under the Futures Brokerage Services Framework Agreement shall be conducted on a non-exclusive basis. Payments shall be calculated on the aforementioned bases. However, the Group usually makes enquiries on relevant prices to not less than two other independent third-party suppliers providing similar services, and makes reference to the pricing and certain other transaction terms we offered to independent third parties for similar services, to make sure that the pricing and terms offered by the Group to Shandong Steel and/or its associates are fair, reasonable and are no less favorable than those offered to independent third-party suppliers; • The audit committee of the Board, the office of the Board and various internal departments of the Company also regularly monitor the fulfillment status and the transaction updates under the Futures Brokerage Services Framework Agreement. In addition, the management of the Company also regularly reviews the pricing policies of the Futures Brokerage Services Framework Agreement. The Independent Non-executive Directors of the Company conduct annual review for the implementation and execution of Continuing Connected Transaction (including related pricing mechanisms); the auditors of the Company would conduct annual assessment and evaluation on the internal control measures of the Company and monitoring procedures relating to engage annual review of the factoring business cooperation, including:
(i) According Continuing Connected Transaction under the Futures Brokerage Services Framework Agreement pursuant to the requirements of management system of the connected transactions of the CompanyListing Rules, in order to confirm that, among others, the finance management department transactions are conducted in accordance to the pricing policies of the Company is responsible and relevant transaction agreements. After taking into consideration of aforementioned pricing policies, the basis of, the reasons for monitoring and the transaction amounts relating to benefits of determining proposed annual caps and internal control procedures, the Directors (including Independent Non-executive Directors) are in the opinion that the terms of the contemplated transactions under the Futures Brokerage Services Framework Agreement and the proposed annual caps under the Factoring Business Cooperation Agreement by developing management accounts for continuing connected transactions and designating specialists for management and maintenance, and consolidating and preparing statistics for the transaction amounts incurred in the continuing connected transactions on a monthly basis. The Company will re-comply with the necessary approval procedures in accordance with the Listing Rules in respect of continuing connected transactions that thereunder are expected to exceed their annual caps;
(ii) Prior to the business cooperation with Datang Factoring Company, the Group will make enquires to no less than three commercial factoring companies (no less than two of which are third parties independent from the Company and its connected persons) to collect information about the terms and conditions of the relevant transactions and in relation to their comprehensive rates. If the Group finds that the comprehensive rates provided by Datang Factoring Company are higher than any other independent third parties, Datang Factoring Company shall agree to adjust the comprehensive rates correspondingly after arm’s length negotiation with the Group to ensure that the Group is offered with the most favourable terms, and the comprehensive rates of the relevant transactions shall be equivalent to or more favourable than those offered by other independent commercial factoring companies in the PRC. Meanwhile, the Group has the right to choose the most favourable comprehensive rates to conduct factoring business and strive for the maximization of the overall interests;
(iii) The finance department of the Company will report to the management of the Company, giving an update of the specific factoring contracts entered into with Datang Factoring Company based on a quarterly basis;
(iv) The Directors (including independent non-executive Directors) will review the transactions contemplated under the Factoring Business Cooperation Agreement and its proposed annual caps each year to ensure that the transactions contemplated under the Factoring Business Cooperation Agreement are conducted normal commercial terms in the ordinary and usual course of business of the Company on normal commercial terms that are fair and reasonable and in the interests interest of the Company and its all Shareholders as a whole; and
(v) The auditors . In the meantime, the Company considers that it has adequate mechanisms, internal control procedures and external monitoring measures to ensure that the Continuing Connected Transaction is in strict compliance with relevant regulations and guidelines and the terms of the Company will also conduct annual audits on the pricing and annual caps of such transactionsFutures Brokerage Services Framework Agreement.
Appears in 1 contract
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company has adopted internal control and monitoring procedures relating to To regulate the factoring business cooperation, including:
(i) According to the requirements performance of management system of the connected transactions of the Company, the Company has formulated the Rules for Connected Transactions of China Railway Signal & Communication Corporation Limited* 《( 中國鐵路通信信號股份有限公司關聯交易管理制度》), and adopted a series of internal control and corporate governance measures in its daily operation. Such measures in relation to the Financial Services Framework Agreement mainly include the following:
1. The financial Services Framework Agreement will be conducted on a non-exclusive basis;
2. The Company’s finance management department of the Company is responsible for monitoring the transaction amounts relating to the proposed annual caps under the Factoring Business Cooperation Agreement by developing management accounts for providing statistical reports on continuing connected transactions under the Financial Services Framework Agreement to the finance departments of its subsidiaries, explaining the applicable scope of various continuing connected transactions, proposing reporting requirements, as well as coordinating and designating specialists monitoring the compliance with the annual caps by its subsidiaries;
3. The Company’s finance department and its subsidiaries’ finance departments are responsible for management summarizing the actual amounts of continuing connected transactions incurred by the Company and maintenanceits subsidiaries under the Financial Services Framework Agreement, respectively, while the subsidiaries’ finance departments shall submit reports on continuing connected transactions under the Financial Services Framework Agreement to the Company’s finance department on a monthly basis, and consolidating the Company’s finance department is responsible for verifying, summarizing, analyzing and preparing statistics for the transaction forecasting such monthly amounts incurred in of the continuing connected transactions on a monthly basis. The Company will re-comply with the necessary approval procedures in accordance with the Listing Rules in respect of continuing connected transactions that are expected to exceed their annual caps;
(ii) Prior to the business cooperation with Datang Factoring Company, the Group will make enquires to no less than three commercial factoring companies (no less than two of which are third parties independent from the Company and its connected persons) to collect information about subsidiaries under the terms and conditions of the relevant transactions and in relation to their comprehensive rates. If the Group finds that the comprehensive rates provided by Datang Factoring Company are higher than any other independent third parties, Datang Factoring Company shall agree to adjust the comprehensive rates correspondingly after arm’s length negotiation with the Group to ensure that the Group is offered with the most favourable terms, and the comprehensive rates of the relevant transactions shall be equivalent to or more favourable than those offered by other independent commercial factoring companies in the PRC. Meanwhile, the Group has the right to choose the most favourable comprehensive rates to conduct factoring business and strive for the maximization of the overall interestsFinancial Services Framework Agreement;
(iii) 4. The finance department of the Company will report strictly control the balance of the annual caps and ensure that the continuing connected transactions under the Financial Services Framework Agreement will not exceed the relevant annual caps. When the statistical data indicates that those actual amounts incurred may exceed the annual caps, the Company’s Board office will organize relevant departments to propose a handling plan as soon as possible and forecast new annual cap amounts, make an application to revise the annual caps pursuant to the management relevant procedures, strictly fulfill the disclosure obligations under the Listing Rules, and ensure the actual amounts of continuing connected transactions incurred under the Financial Services Framework Agreement will not exceed the approved and/or disclosed annual caps before the obtaining of the Company, giving an update relevant approvals and/or completion of the specific factoring contracts entered into with Datang Factoring Company on a quarterly basisrelevant disclosure;
(iv) 5. The Directors (including Company’s finance department will work with the Board office and report the status of continuing connected transactions under the Financial Services Framework Agreement to the audit and risk management committee of the Company and the Board at least twice a year;
6. Prior to entering into any specific financing services agreements with CRSC Group, the Company’s legal compliance department will review such agreements to ensure that the principal terms are in line with the relevant terms of the Financial Services Framework Agreement; and
7. The independent non-executive Directors) Directors of the Company will review the Financial Services Framework Agreement and the continuing connected transactions contemplated under the Factoring Business Cooperation Agreement and its proposed annual caps each year thereunder to ensure that the transactions contemplated under the Factoring Business Cooperation Agreement are conducted in the ordinary course of business of the Company is entered into on normal commercial terms, is fair and reasonable and conducted in accordance with the terms and in the interests of the Company and its Shareholders as a whole; and
(v) The auditors Agreement. Meanwhile, the auditor of the Company will also conduct annual audits on review of the pricing and annual caps for such continuing connected transactions. Accordingly, the Company believes that it has implemented sufficient mechanisms, internal control procedures and external supervision measures, and thus to ensure compliance of such transactionsthe continuing connected transactions with and their strict abidance by relevant regulatory guidelines and the terms of the Financial Services Framework Agreement.
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company has adopted internal control and monitoring procedures relating to To regulate the factoring business cooperation, including:
(i) According to the requirements performance of management system of the connected transactions of the Company, the Company has formulated the Rules for Connected Transactions of China Railway Signal & Communication Corporation Limited* (《中國鐵路通信信號股份有限公司關聯交易管理制度》), and adopted a series of internal control and corporate governance measures in its daily operation. Such measures in relation to the Construction Contracting Framework Agreement mainly include the following:
1. The Construction Contracting Framework Agreement will be conducted on a non-exclusive basis;
2. The Company’s finance management department of the Company is responsible for monitoring the transaction amounts relating to the proposed annual caps under the Factoring Business Cooperation Agreement by developing management accounts for providing statistical reports on continuing connected transactions under the Construction Contracting Framework Agreement to the finance departments of its subsidiaries, explaining the applicable scope of various continuing connected transactions, proposing reporting requirements, as well as coordinating and designating specialists monitoring the compliance with the annual caps by its subsidiaries;
3. The Company’s finance department and its subsidiaries’ finance departments are responsible for management summarizing the actual amounts of continuing connected transactions incurred by the Company and maintenanceits subsidiaries under the Construction Contracting Framework Agreement, respectively, while the subsidiaries’ finance departments shall submit reports on continuing connected transactions under the Construction Contracting Framework Agreement to the Company’s finance department on a monthly basis, and consolidating the Company’s finance department is responsible for verifying, summarizing, analyzing and preparing statistics for the transaction forecasting such monthly amounts incurred in of the continuing connected transactions on a monthly basis. The Company will re-comply with the necessary approval procedures in accordance with the Listing Rules in respect of continuing connected transactions that are expected to exceed their annual caps;
(ii) Prior to the business cooperation with Datang Factoring Company, the Group will make enquires to no less than three commercial factoring companies (no less than two of which are third parties independent from the Company and its connected persons) to collect information about subsidiaries under the terms and conditions of the relevant transactions and in relation to their comprehensive rates. If the Group finds that the comprehensive rates provided by Datang Factoring Company are higher than any other independent third parties, Datang Factoring Company shall agree to adjust the comprehensive rates correspondingly after arm’s length negotiation with the Group to ensure that the Group is offered with the most favourable terms, and the comprehensive rates of the relevant transactions shall be equivalent to or more favourable than those offered by other independent commercial factoring companies in the PRC. Meanwhile, the Group has the right to choose the most favourable comprehensive rates to conduct factoring business and strive for the maximization of the overall interestsConstruction Contracting Framework Agreement;
(iii) 4. The finance department of the Company will report strictly control the balance of the annual caps and ensure that the continuing connected transactions under the Construction Contracting Framework Agreement will not exceed the relevant annual caps. When the statistical data indicates that those actual amounts incurred may exceed the annual caps, the Company’s Board office will organize relevant departments to propose a handling plan as soon as possible and forecast new annual cap amounts, make an application to revise the annual caps pursuant to the management relevant procedures, strictly fulfill the disclosure obligations under the Listing Rules, and ensure the actual amounts of continuing connected transactions incurred under the Construction Contracting Framework Agreement will not exceed the approved and/or disclosed annual caps before the obtaining of the Company, giving an update relevant approvals and/or completion of the relevant disclosure;
5. The Company’s finance department will work with the Board office and report the status of continuing connected transactions under the Construction Contracting Framework Agreement to the audit and risk management committee of the Company and the Board at least twice a year;
6. Prior to entering into any specific factoring contracts construction contracting agreements with CRSC Group, the Company’s legal compliance department will review such agreements to ensure that the principal terms are in line with the relevant terms of the Construction Contracting Framework Agreement; and
7. The independent non-executive Directors of the Company will review the Construction Contracting Framework Agreement and the proposed continuing connected transactions contemplated thereunder to ensure that the Agreement is entered into on normal commercial terms, is fair and reasonable and conducted in accordance with Datang Factoring the terms of the Agreement. Meanwhile, the auditor of the Company on a quarterly basis;
(iv) will also conduct annual review of the pricing and annual caps for such continuing connected transactions. The Directors (including the independent non-executive Directors) will review ), after taking into account the pricing policy, basis of determining annual caps, reasons and benefits as well as internal control procedures, are of the view that the terms of the proposed transactions contemplated under the Factoring Business Cooperation Construction Contracting Framework Agreement and its proposed the annual caps each year to ensure that the transactions contemplated under the Factoring Business Cooperation Agreement thereunder are conducted entered into on normal commercial terms in the ordinary and usual course of business of the Company on normal commercial terms Company, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole; and
(v) The auditors . Meanwhile, the Company believes that it has implemented sufficient mechanisms, internal control procedures and external supervision measures, and thus to ensure compliance of the Company will also conduct annual audits on continuing connected transactions with and their strict abidance by relevant regulatory guidelines and the pricing and annual caps terms of such transactionsthe Construction Contracting Framework Agreement.
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