Common use of INTERNAL CONTROL PROCEDURES Clause in Contracts

INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control procedures to supervise the continuing connected transactions contemplated under the Agreements: (i) The Group will periodically collect market information from connected persons and Independent Third Parties and maintain such information under its internal database. Before each continuing connected transaction is to be carried out, the Group will compare the terms offered by the relevant connected person with the market data in its internal database to ensure the overall terms offered by such connected person are on normal commercial terms and no less favourable to the Group than those offered by Independent Third Parties. (ii) The finance department of the Group will maintain a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time and prepare a monthly report on the status of the aggregate transaction amounts which will be submitted to the finance director of the Group for review. (iii) Before conducting any transactions with connected persons, the finance department would confirm the utilisation status of the annual caps to ensure that the Group still has sufficient room under the annual caps for carrying out the relevant continuing connected transactions. The finance department would on a regular basis review the continuing connected transactions carried out during the period under review to assess (i) whether the continuing connected transactions of the Group have been carried out in accordance with the terms of the relevant agreement and the Company’s pricing policy; and (ii) the transaction amount during the month under review, the aggregate amount of transactions conducted during the relevant financial year and whether the relevant annual caps have been exceeded. If it is anticipated that the annual caps may be exceeded if the Company is to carry out the proposed transactions, the Company would take all appropriate steps in advance to comply with the relevant requirements under the Listing Rules including but not limited to revising the relevant annual caps before entering into the proposed transactions. (iv) Every time before conducting any continuing connected transactions, the relevant department of the Group would first prepare the relevant individual agreement for the continuing connected transactions and submit it to the internal control unit and legal department of the Group for review and approval. The internal control unit and the legal department of the Group would review the terms of the proposed transaction and the draft individual agreement to be entered into to make sure that the terms are in compliance with the master agreement and the pricing policy of the Group and that the overall terms and conditions (including prices and payment terms) are no less favourable to the Group than those offered by Independent Third Parties. The transactions could only be carried out after the internal control unit and the legal department have separately given their approval therefor.

Appears in 1 contract

Samples: Master Photovoltaic Power Construction Services

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INTERNAL CONTROL PROCEDURES. The In order to ensure the terms under the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement are fair and reasonable and are carried out under normal commercial terms, the Company has adopted the following internal control procedures: • The Company has adopted and implemented a management system on connected transactions. Under such system, the Related Party Transaction Control Committee under the Board is responsible for conducting reviews on compliance with relevant laws, regulations, our Company’s policies and the Listing Rules in respect of the non-exempt continuing connected transactions. In addition, the Related Party Transaction Control Committee under the Board, Compliance Management Department and other relevant business departments of the Company are jointly responsible for evaluating the terms under the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement, in particular, the fairness of the pricing policies and annual caps under each agreement; • The independent non-executive Directors will review the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement to ensure that the agreements have been entered into on normal commercial terms and on terms that are fair and reasonable and in accordance with the terms of such agreements. The auditor of our Company will also conduct an annual review on the pricing policies and annual caps of such agreements; and • In determining the actual prices for the services provided by the Company to CDB New Energy and/or its subsidiaries, Three Gorges Leasing and/or its subsidiaries, the Company shall consider factors such as regulatory requirements, the Company’s costs and its profit margin to determine whether the relevant pricing policies are fair and reasonable. In addition, as mentioned above, in order to ensure the fairness and reasonableness of the pricing terms under the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement, the Related Party Transaction Control Committee under the Board and other relevant business departments of the Company shall follow the corresponding review procedures to supervise evaluate the continuing connected transactions contemplated price of the Group to ensure it is consistent with the pricing policies under the Agreements: (i) The Group will periodically collect market information from connected persons CDB New Energy Finance Lease Service Framework Agreement and Independent Third Parties the Three Gorges Leasing Finance Lease Service Framework Agreement, and maintain such information under its internal database. Before each continuing connected transaction is to be carried out, the Group will compare the terms offered by the relevant connected person with the market data in Company to CDB New Energy and/or its internal database to ensure the overall terms offered by such connected person subsidiaries, Three Gorges Leasing and/or its subsidiaries are on normal commercial terms and no less favourable favorable to the Group than those offered by Independent Third Partiesto independent third parties. (ii) The finance department of the Group will maintain a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time and prepare a monthly report on the status of the aggregate transaction amounts which will be submitted to the finance director of the Group for review. (iii) Before conducting any transactions with connected persons, the finance department would confirm the utilisation status of the annual caps to ensure that the Group still has sufficient room under the annual caps for carrying out the relevant continuing connected transactions. The finance department would on a regular basis review the continuing connected transactions carried out during the period under review to assess (i) whether the continuing connected transactions of the Group have been carried out in accordance with the terms of the relevant agreement and the Company’s pricing policy; and (ii) the transaction amount during the month under review, the aggregate amount of transactions conducted during the relevant financial year and whether the relevant annual caps have been exceeded. If it is anticipated that the annual caps may be exceeded if the Company is to carry out the proposed transactions, the Company would take all appropriate steps in advance to comply with the relevant requirements under the Listing Rules including but not limited to revising the relevant annual caps before entering into the proposed transactions. (iv) Every time before conducting any continuing connected transactions, the relevant department of the Group would first prepare the relevant individual agreement for the continuing connected transactions and submit it to the internal control unit and legal department of the Group for review and approval. The internal control unit and the legal department of the Group would review the terms of the proposed transaction and the draft individual agreement to be entered into to make sure that the terms are in compliance with the master agreement and the pricing policy of the Group and that the overall terms and conditions (including prices and payment terms) are no less favourable to the Group than those offered by Independent Third Parties. The transactions could only be carried out after the internal control unit and the legal department have separately given their approval therefor.

Appears in 1 contract

Samples: www1.hkexnews.hk

INTERNAL CONTROL PROCEDURES. The In order to ensure that the terms under the 2024 IT Cooperation Framework Agreement and the 2024 Health Management Service Framework Agreement are fair and reasonable and no less favorable to the Company than terms available to or from independent third parties, and that the connected transactions of the Company are carried out under normal commercial terms, the Company has adopted the following internal control procedures procedures: • the Company has adopted and implemented a management system on connected transactions. Under such system, the audit committee under the Board is responsible for the review on compliance with relevant laws, regulations, the Company’s policies and the Listing Rules in respect of the continuing connected transactions. In addition, the audit committee under the Board, the Board and various internal departments of the Company (including but not limited to supervise the finance department and legal department) are jointly responsible for evaluating the terms under framework agreements for the continuing connected transactions, in particular, the fairness of the pricing policies and annual caps under each transaction; • the audit committee under the Board, the Board and various internal departments of the Company also regularly monitor the fulfillment status and the transaction updates under the framework agreements. In addition, the management of the Company also regularly reviews the pricing policies of the framework agreements; • the independent non-executive Directors and auditors of the Company will conduct annual review of the continuing connected transactions contemplated under the Agreements: (i) The Group will periodically collect market information from connected persons framework agreements and Independent Third Parties and maintain such information under its internal database. Before each continuing connected transaction is provide annual confirmation to be carried outensure that, in accordance with the Listing Rules, the Group will compare the terms offered by the relevant connected person with the market data in its internal database to ensure the overall terms offered by such connected person transactions are on normal commercial terms and no less favourable to the Group than those offered by Independent Third Parties. (ii) The finance department of the Group will maintain a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time and prepare a monthly report on the status of the aggregate transaction amounts which will be submitted to the finance director of the Group for review. (iii) Before conducting any transactions with connected persons, the finance department would confirm the utilisation status of the annual caps to ensure that the Group still has sufficient room under the annual caps for carrying out the relevant continuing connected transactions. The finance department would on a regular basis review the continuing connected transactions carried out during the period under review to assess (i) whether the continuing connected transactions of the Group have been carried out conducted in accordance with the terms of the relevant agreement agreements, on normal commercial terms and in accordance with the Company’s pricing policy; and (ii) • when considering the transaction amount during service fees provided to us by the month under review, the aggregate amount of transactions conducted during the relevant financial year and whether the relevant annual caps have been exceeded. If it is anticipated that the annual caps may be exceeded if the Company is to carry out the proposed transactionsabove connected persons, the Company would take all appropriate steps in advance will continue to comply with regularly research the relevant requirements under prevailing market conditions and practices and make reference to the Listing Rules including but not limited to revising pricing and terms between the relevant annual caps before entering into the proposed transactions. (iv) Every time before conducting any continuing connected Company and independent third parties for similar transactions, the relevant department of the Group would first prepare the relevant individual agreement for the continuing connected transactions and submit it to the internal control unit and legal department of the Group for review and approval. The internal control unit and the legal department of the Group would review the terms of the proposed transaction and the draft individual agreement to be entered into to make sure ensure that the pricing and terms offered by the above connected persons, either from bidding procedures or mutual commercial negotiations (as the case may be), are in compliance with the master agreement fair, reasonable and the pricing policy of the Group and that the overall terms and conditions (including prices and payment terms) are no less favourable to the Group favorable than those offered by Independent Third Parties. The transactions could only be carried out after the internal control unit and the legal department have separately given their approval thereforto independent third parties.

Appears in 1 contract

Samples: www1.hkexnews.hk

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INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control procedures to supervise the continuing connected Before conducting any transactions contemplated under the Agreements: (i) The Group will periodically collect market information from connected persons and Independent Third Parties and maintain such information under its internal database. Before each continuing connected transaction is to be carried outAgreement or entering into any specific agreement pursuant thereto, the Group will compare the terms offered by the relevant connected person with the market data in its internal database to ensure the overall terms offered by such connected person are on normal commercial terms and no less favourable to the Group than those offered by Independent Third Parties. (ii) The finance department of the Group will maintain a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time and prepare a monthly report on the status of the aggregate transaction amounts which will be submitted to the finance director of the Group for review. (iii) Before conducting any transactions with connected personstreasury department, the finance department would confirm the utilisation status of the annual caps to ensure that the Group still has sufficient room under the annual caps for carrying out the relevant continuing connected transactions. The finance department would on a regular basis review the continuing connected transactions carried out during the period under review to assess (i) whether the continuing connected transactions of the Group have been carried out in accordance with the terms of the relevant agreement and the Company’s pricing policy; and (ii) the transaction amount during the month under review, the aggregate amount of transactions conducted during the relevant financial year and whether the relevant annual caps have been exceeded. If it is anticipated that the annual caps may be exceeded if the Company is to carry out the proposed transactions, the Company would take all appropriate steps in advance to comply with the relevant requirements under the Listing Rules including but not limited to revising the relevant annual caps before entering into the proposed transactions. (iv) Every time before conducting any continuing connected transactions, the relevant department of the Group would first prepare the relevant individual agreement for the continuing connected transactions and submit it to the internal control unit and legal department of the Group for review and approval. The internal control unit and the legal finance department of the Group would review the terms of the proposed transaction transactions and the draft individual agreement specific agreements to be entered into to make sure ensure that the terms are transactions would be conducted in compliance accordance with the master agreement terms of the Agreement and the specific agreements thereunder and in accordance with the Company’s pricing policy of the Group and that policy. The business department(s) will consider the overall terms and conditions (including prices but not limited to the interest rates, handling fees and payment terms) from comprehensive perspectives and endeavour to obtain quotations of comparable financing services provided by Independent Third Parties and make comparisons (if applicable). If there are no less favourable comparable terms offered to the Group than those offered by other Independent Third PartiesParties for comparable financing services, the overall terms of the individual agreements shall then be determined after negotiations at arms’ length between the parties and shall be on normal commercial terms. The transactions could only be carried out after the internal control unit and relevant departments of the legal department Group have separately given their approval therefor. The Company will closely monitor the transaction amounts pursuant to the Agreement by preparing 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 to ensure the transaction amounts would not exceed the proposed annual caps. The independent non-executive Directors will conduct an annual review with respect to the continuing connected transactions of the Company throughout the preceding financial year and confirm the transaction amounts and terms of the continuing connected transactions in the annual report of the Company pursuant to the requirements under the Listing Rules, and to ensure that they are entered into on normal commercial terms or better, in the ordinary and usual course of business of the Group, and are carried out according to the agreement governing them on terms that are fair and reasonable and in the interest of the Shareholders as a whole. Please also refer to the paragraph headed “pricing policy and basis of price determination” in the section “Master Financing Services (2021-2022) Agreement” above.

Appears in 1 contract

Samples: www1.hkexnews.hk:443

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