Common use of INTERNAL CONTROL MEASURES Clause in Contracts

INTERNAL CONTROL MEASURES. In order to safeguard the interests of the Company and the Shareholders as a whole and to ensure that the pricing policies and the annual caps are complied with, the Company has adopted the following internal control measures: • The Group maintains price lists and a database containing historical transaction records and relevant terms and conditions. The information in the database is obtained in the course of the Group’s operations, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated personnel of the Group are responsible for the maintenance of the database, and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel of the Group is designated to monitor and supervise the maintenance of the database to ensure that up-to-date records are properly kept. The Company will also conduct random checks on the database so as to ensure that effective and sound internal control measures are in place so that continuing connected transactions with the Kelun Group will be conducted on a fair and reasonable basis. • The relevant business units and departments of Group will regularly monitor and review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check and confirm (amongst others) whether the pricing policies have been adhered to, whether the continuing connected transactions were conducted in accordance with the agreements governing them and whether the relevant annual caps have been exceeded. • The independent non-executive Directors will annually review the relevant continuing connected transactions with the Kelun Group to check and confirm whether such transactions have been conducted in the ordinary and usual course of business of the Company, on normal commercial terms, in accordance with the agreements governing them, on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and whether the internal control procedures put in place by the Company are adequate and effective to ensure that such continuing connected transactions with the Kelun Group are conducted in accordance with the pricing policies adopted by the Group and the annual caps pursuant to the Listing Rules.

Appears in 2 contracts

Sources: Master Sale and Purchase Agreement, Master Sale and Purchase Agreement and Master Products Manufacturing and Transportation Services Agreement

INTERNAL CONTROL MEASURES. In connection with the relevant drawdown of the Loan and in order to safeguard monitor the interests performance of the Company relevant specific agreements and the Shareholders as a whole security documents, and to ensure that mitigate the pricing policies and default risk associated with the annual caps are complied withLoan, the Company has adopted taken the following internal control measures: • The Group maintains price lists and a database containing historical transaction records and relevant terms and conditions. The information in the database is obtained in the course of the Group’s operations, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated personnel of the Group are responsible for the maintenance of the database, and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel of the Group is designated to monitor and supervise the maintenance of the database to ensure considers that up-to-date records are properly kept. The Company will also conduct random checks on the database so as to ensure that effective and sound internal control such measures are in place so that continuing connected transactions with the Kelun Group will be conducted on a fair adequate and reasonable basis. • The relevant business units and departments of Group will regularly monitor and review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order sufficient to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to safeguard its interests: (i) the senior management of the Group in a timely manner. • The Group Company will conduct continuous monitoring of the operations of Seazen Holdings Group through fostering and maintaining regular internal checks communication and active interaction between the parties, and to ensure the Loan is used in accordance with the purpose permitted under the Loan Framework Agreement; (ii) the finance department of the Company will regularly keep track of the income status of Seazen Holdings Group to continuously assess the risk of the Loan Framework Agreement; (iii) the finance and legal departments of the Company will review each application for drawdown and closely monitor the aggregated outstanding drawdown balances and report the latest status to the chief financial officer of the Company at least on a monthly basis to ensure that it does 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 the Company would timely re-comply with the requirements under Chapter 14A of the Listing Rules; (iv) the finance department of the Company will, before the signing of each specific agreement under the Loan Framework Agreement: (a) check the LPR published by PBOC; and (b) compare the interest rate of the Loan with at least two major commercial banks or financial institutions to confirm the interest rate charged is in line with or better than the market rates and the specific agreements are entered into on normal commercial terms; (v) the finance department of the Company will review the valuation of the Charged Assets before each drawdown and continue to monitor the value of the Charged Assets afterwards to ensure the value of the Charged Assets is not less than the unpaid principal amount of the Loan divided by the loan-to-value ratio of 60%. The responsible staff shall inform the Board forthwith if further securities from Seazen Holdings Group would be necessary to maintain such loan-to-value ratio. (vi) the Company’s external auditor will conduct an annual review of the transactions entered into under the Loan Framework Agreement to ensure that the internal control measures in respect of transaction amount is within the continuing connected proposed annual caps and the transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check and confirm (amongst others) whether the pricing policies have been adhered to, whether the continuing connected transactions were conducted are in accordance with the agreements governing them and whether terms set out in the relevant annual caps have been exceeded. • The Loan Framework Agreement; and (vii) the independent non-executive Directors will annually conduct an annual review the relevant continuing connected transactions with the Kelun Group to check and confirm whether such transactions have been conducted in the ordinary and usual course of business of the Company, on normal commercial terms, in accordance with the agreements governing them, on terms that are fair and reasonable and in the interests status of the Shareholders as a whole, and whether transactions contemplated under the internal control procedures put in place by the Company are adequate and effective Loan Framework Agreement to ensure that such continuing connected transactions the Company has complied with the Kelun Group are conducted in accordance with the pricing policies adopted by the Group its internal approval process and the annual caps pursuant to relevant requirements under the Listing Rules.

Appears in 1 contract

Sources: Loan Framework Agreement

INTERNAL CONTROL MEASURES. In order to safeguard To protect the interests of the Company and the Shareholders as a whole and to ensure that the pricing policies and the annual caps are complied withGroup, the Company has adopted Group will adopt the following internal control measures: • The Group maintains price lists and a database containing historical : 1. Pursuant to the connected transaction records and relevant terms and conditions. The information in the database is obtained in the course management rules of the Group’s operationsCompany, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated relevant personnel of the Group are responsible for will closely monitor the maintenance of the database, and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel transactions of the Group is designated to monitor and supervise under the maintenance of the database Framework Agreement to ensure that up-to-date records are properly keptthe transaction amounts do not exceed the annual caps set for the transactions under the Framework Agreement; 2. The Pursuant to the Framework Agreement, the Group and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Group may from time to time enter into separate specific business contracts for each specific transaction under the Framework Agreement as necessary. Meanwhile, pursuant to the connected transaction management rules of the Company, each transaction to be actually entered into by the Group shall be subject to the appropriate approval of the relevant departments of the Company will also conduct random checks on the database so as to ensure that effective each transaction is in line with the pricing policy and sound internal control measures are in place so that principal terms of the Framework Agreement; 3. The auditors of the Company shall conduct annual reviews on pricing and annual caps of such continuing connected transactions with to ensure that the Kelun Group will be transaction amounts are within the annual caps and that the transactions in all material aspects are conducted on a fair and reasonable basisthe terms in the relevant agreement of such transactions; and 4. The relevant business units and departments of Group will regularly monitor and review independent non-executive Directors shall conduct annual reviews on the prices/ fees of and terms under which continuing connected transactions are conducted with contemplated under the Kelun Group in order Framework Agreement to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, terms or better and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check and confirm (amongst others) whether the pricing policies have been adhered to, whether the continuing connected transactions were conducted in accordance with the agreements governing them and whether the relevant annual caps have been exceeded. • The independent non-executive Directors will annually review the relevant continuing connected transactions with the Kelun Group to check and confirm whether such transactions have been conducted in the ordinary and usual course of business of the CompanyGroup, on normal commercial terms, in accordance with and the agreements governing them, on terms that thereof are fair and reasonable and are in the interests of the Company and its Shareholders as a whole, and whether make a confirmation in the internal control Company’s annual report. In addition, the Group will endeavour to fully monitor the total transaction amount under the Framework Agreement with respect to the relevant annual cap, and the information on the connected transactions (including the quarterly transaction amount and the cumulative amount) will be reviewed on a quarterly basis, and if necessary, the Group will follow the relevant procedures put to conduct approval procedures to increase the annual cap of connected transactions in place by the Company are adequate and effective a timely manner, prepare relevant announcement(s) and/or obtain independent Shareholders’ approvals (if necessary) to ensure that such continuing connected transactions compliance with the Kelun Group are conducted in accordance with requirements under the pricing policies adopted by the Group and the annual caps pursuant to the Hong Kong Listing Rules.

Appears in 1 contract

Sources: Framework Agreement of Comprehensive Cloud Services for Social Employment

INTERNAL CONTROL MEASURES. In order The Company has established internal control measures to safeguard ensure that (i) terms of the 2024 Hilong Energy CCT Agreements are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole whole; and (ii) the transactions and the pricing policy are conducted in accordance with the terms of the 2024 Hilong Energy CCT Agreements. The Company has adopted and implemented a management system on connected transactions (“Management System”). Under the Management System, an internal control review committee (“CCT IC Committee”) is established and comprises the heads of the financial department, the marketing department, the procurement department and the audit department. The CCT IC Committee will report to the Board for all significant matters related to the continuing connected transactions of the Group. Before entering into the transactions under the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement, the relevant staff of the marketing department will obtain at least two quotations from Independent Third Party service providers selected from a list of pre-approved coating services and hardbanding service providers maintained by the Group from time to time (“Pre-approved Supplier List”). The criteria of the Pre-approved Supplier List include, among others, production capabilities and quality, qualifications, reputation, experience and location. The Pre-approved Supplier List is then approved by both the heads of the marketing department and procurement department and is subject to review annually. The selection basis of the two Independent Third Party service providers for quotation include their performance in recent completed projects, current service capacity, delivery timeline and competitiveness of pricing terms offered. The quotations together with the relevant supporting documents will then be reviewed by the financial department and then approved by the CCT IC Committee, to ensure that the pricing policies and terms of the coating services and hardbanding services provided by Hilong Pipeline Group will be no less favorable to the Group as compared to other quotations received from Independent Third Party service 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 annual caps are complied with, the Company has adopted the following internal control measures: • The Group maintains price lists and a database containing historical transaction records and relevant market prices of similar products under similar sales terms and conditions. The For the evaluation mentioned above, the marketing department of the Group will first collect market price information available in the database is obtained in public domain. The CCT IC Committee will then discuss and review the course prices and conditions of the Group’s operationswelding wires offered to Hilong Pipeline (taking into account various factors such as costs, including information in respect transaction volume, sales channel and market competition). In the event of transactions entered into by different divisions/market fluctuations, the CCT IC Committee will also convene meetings on an urgent basis. If at any time the relevant departments of the Group. The Company will continue Group become aware that the price of welding wires offered to develop and maintain the database so as to include pricing information in relation to materials sold Hilong Pipeline is lower than that offered by the Group in to Independent Third Parties and/or the futureterms of welding wires offered to Hilong Pipeline Group are more favorable than those offered by the Group to Independent Third Parties, such findings shall be reported to the CCT IC Committee immediately. Designated personnel 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 terms of the 2024 Welding Wire Supply Agreement. To ensure the transactions contemplated under the 2024 Hilong Energy CCT Agreements do not exceed the respective proposed annual caps, the financial department of the Company will regularly monitor the 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. If the financial department notices that the transactions under the 2024 Hilong Energy CCT Agreements will have the possibility of exceeding the respective proposed annual caps, it will notify the business and legal departments of the Group are responsible for at once, as well as the maintenance CCT IC Committee to take next steps to ensure compliance with the relevant Listing Rules. The audit department of the databaseCompany will review the continuing connected transactions under the Coating Services and Hardbanding Services Agreement as supplemented and amended by the 2024 Supplemental Coating Services and Hardbanding Services Agreement and the 2024 Welding Wire Supply Agreement annually to check and confirm (among others) the fairness of the pricing terms, the implementation of continuing connected transactions, and the database is generally updated as soon as practicable after compliance of contract approval, ensuring that the materialization or consummation of a sales/provision of service transaction. A management personnel of the Group is designated to monitor and supervise the maintenance of the database to ensure that up-to-date records are properly kept. The Company will also conduct random checks on the database so as to ensure that effective and sound internal control measures processes and operational procedures are in place so that continuing connected transactions with the Kelun Group will be conducted on a fair and reasonable basis. • The relevant business units and departments of Group will regularly monitor and review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order to ensure that such continuing connected transactions are conducted on normal commercial terms, complied in accordance with the annual caps set by requirements of the Company, Management System and the terms are no less favourable to the Group than those available to/from independent third partiesListing Rules. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with under each of the Kelun Group subject to annual view requirement 2024 Hilong Energy CCT Agreements annually to check and confirm (amongst among others) whether the pricing policies terms have been adhered to, whether the continuing connected transactions were conducted in accordance with the agreements governing them to and whether the relevant annual caps have been exceeded. Hilong Pipeline Group has agreed to allow the Company and its external auditors to access the information necessary to report on the continuing connected transactions contemplated under the 2024 Hilong Energy CCT Agreements. The independent non-executive Directors will annually review the relevant continuing connected transactions with under the Kelun Group 2024 Hilong Energy CCT Agreements annually to check and confirm whether such continuing connected transactions have been conducted in the ordinary and usual course of business of the CompanyGroup, on normal commercial termsterms or better, in accordance with the relevant agreements governing them, them on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and whether the internal control procedures put in place by the Company are adequate and effective to ensure that such continuing connected transactions with the Kelun Group are conducted in accordance with the pricing policies adopted by the Group and the annual caps pursuant to the Listing Rulesset out in such relevant agreements.

Appears in 1 contract

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

INTERNAL CONTROL MEASURES. In order To ensure that the service fees to safeguard be charged by Mintegral International or Marketlogic Technology (as applicable) under the interests New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement will be fair and reasonable and on normal commercial terms or better from the perspective of the Company Group, the business department of the Group will obtain quotations from independent third parties to determine the prevailing prices being charged to or by independent third parties ordinary course of business for providing the required digital marketing services in the PRC on a monthly basis. The pricing of the continuing connected transactions will then be reviewed and approved by the Shareholders as a whole and general manager of the business department of the Group at least quarterly to ensure that the pricing principles and policies and the annual caps as disclosed in this announcement are complied withstrictly adhered to. Furthermore, the Company has adopted the following internal control measures: • The Group maintains price lists and a database containing historical transaction records and relevant terms and conditions. The information in the database is obtained in the course of the Group’s operations, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue addition to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated personnel of the Group are responsible for the maintenance of the database, and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel of the Group is designated to monitor and supervise the maintenance of the database to ensure that up-to-date records are properly kept. The Company will also conduct random checks on the database so as to ensure that effective and sound internal control measures are in place so that continuing connected transactions our compliance with the Kelun Group will be conducted requirements on a fair and reasonable basis. • The relevant business units and departments of Group will regularly monitor and annual review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check and confirm (amongst others) whether the pricing policies have been adhered to, whether the continuing connected transactions were conducted in accordance with the agreements governing them and whether the relevant annual caps have been exceeded. • The independent non-executive Directors will annually review under the relevant Listing Rules in respect of the Group’s continuing connected transactions, to ensure the transactions contemplated under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement do not exceed the annual cap(s), the business department of the Group shall fill in and submit statistical charts for the continuing connected transactions with at least quarterly. In the Kelun Group event that the amount of the transactions incurred or to check be incurred under the New Digital Marketing Service (Mintegral) Master Agreement and/or the New Digital Marketing Service (Top Media) Master Agreement for a financial year is expected to reach the relevant annual cap(s), the business department will follow up forthwith by reporting and confirm whether such transactions have been conducted in proposing a response to the ordinary and usual course of business management of the Company, on normal commercial termsand in case that an amendment to the annual cap(s) is required, in accordance report the particulars to the Board and hold a Board meeting for considering the matters thereabout to ensure compliance with the agreements governing themrequirements under the Listing Rules. The Company also arranges compliance trainings for the Directors, on terms that are fair senior management and reasonable and in staff from the interests relevant departments of the Shareholders as Company and its subsidiaries from time to time, primarily focusing on the rules relating to connected transactions under Chapter 14A of the Listing Rules. As at the date of this announcement, approximately 42.63% of Marketlogic Technology’s total issued share capital is held by ▇▇. ▇▇▇▇, an executive Director and a whole, and whether Controlling Shareholder of the internal control procedures put in place by Company. Marketlogic Technology is therefore a connected person of the Company are adequate under Chapter 14A of the Listing Rules. Accordingly, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and effective to ensure that such the transactions contemplated thereunder constitute continuing connected transactions with of the Kelun Group are conducted Company pursuant to Rule 14A.31 of the Listing Rules. As the highest percentage ratios under Rule 14.07 of the Listing Rules in accordance with respect of the pricing policies adopted by proposed annual caps of the Group transactions under the New Digital Marketing Service (Mintegral) Master Agreement and the New Digital Marketing Service (Top Media) Master Agreement, respectively, exceed 0.1% but is less than 5%, the New Digital Marketing Service (Mintegral) Master Agreement, the New Digital Marketing Service (Top Media) Master Agreement and the transactions contemplated thereunder are exempt from the circular and Shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules but are subject to the reporting, announcement and annual caps pursuant to review requirements under Chapter 14A of the Listing Rules.

Appears in 1 contract

Sources: Digital Marketing Service Master Agreement

INTERNAL CONTROL MEASURES. In order to safeguard ensure that all continuing connected transactions of the interests Group comply with the Listing Rules, the Company has formulated and continuously improved the management measures for connected transactions which sets forth the procedures for approval of connected transaction contracts and management of continuing connected transactions. Before entering into the Value-Added Services Framework Agreement in its ordinary and usual course of business, the Group has conducted research study on the market price fairness by obtaining and comparing the prevailing price quotations and pricing terms of the same or similar transactions from other independent suppliers in the vicinity according to its internal approval and monitoring procedures for continuing connected transactions, in order to select suppliers upon comprehensive consideration of various assessment criteria (including but not limited to the prices, the level and quality of tailor-made services, suitability, payment terms, and time required for the provision of goods or services) and determine the relevant procurement terms through negotiations based on the business needs of the project, the types and scale of the procurement. Such quotes, together with the offer from the connected person, and the Value-Added Services Framework Agreement shall be reviewed by the management, finance personnel and legal personnel of the Company according to the Group’s internal approval and monitoring procedures. Afterwards, the Shareholders as a whole and to ensure that Value-Added Services Framework Agreement, the pricing policies continuing connected transactions contemplated thereunder and the annual caps are complied with, would be submitted to the Company has adopted the following internal control measures: • The Group maintains price lists Board for consideration and a database containing historical transaction records and relevant terms and conditionsapproval. The information in the database is obtained in the course finance department of the Group’s operations, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated personnel relevant members of the Group are will be responsible for the maintenance monthly reporting of the databaseamount of continuing connected transactions to the finance department of the Company for monitoring the annual caps of the relevant transactions every month and issuing warning to the Board, relevant departments and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel business units of the Group is designated when the utilization rate of annual cap reaches 80%, which will facilitate the Board to monitor and supervise consider implementation of relevant response measures such as the maintenance revision of the database to ensure that up-to-date records are properly keptannual cap. The Company will also conduct random checks on the database so as to ensure that effective and sound internal control measures are in place so that continuing connected transactions with the Kelun Group will shall also be conducted on a fair and reasonable basis. • The relevant business units and departments of Group will regularly monitor and review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check review and confirm (amongst others) whether the pricing policies have been adhered to, whether the continuing connected transactions were conducted in accordance with the agreements governing them and whether the relevant annual caps have been exceeded. • The audit by independent non-executive Directors will annually review the relevant continuing connected transactions with the Kelun Group and auditors respectively every year pursuant to check and confirm whether such transactions have been conducted in the ordinary and usual course of business Chapter 14A of the CompanyListing Rules. Among which, on normal commercial termsthe independent auditor shall sample check, in accordance with among other things, the agreements governing them, on compliance of such pricing terms that are fair and reasonable and in the interests of the Shareholders as a whole, and whether the internal control procedures put in place by the Company are adequate and effective to ensure that such continuing connected transactions with the Kelun Group are conducted in accordance with the pricing policies adopted by or mechanisms under the Group and the annual caps pursuant to the Listing RulesValue-Added Services Framework Agreement.

Appears in 1 contract

Sources: Value Added Services Framework Agreement

INTERNAL CONTROL MEASURES. In order The Company has established the following internal control measures to safeguard ensure that the transactions entered into under the 2025 Shenyang Automobile CCT Agreements will be conducted in accordance with the pricing policies of the Group and the respective terms of such agreements are on normal commercial terms and in the ordinary and usual course of business of the Group and that the terms shall not be less favourable than the terms which can be obtained from an Independent Third Party for the provision/purchase of similar goods or services so far as the Company is concerned. Such internal control measures mainly include the following: (a) the final pricing and other major terms of the 2025 Shenyang Automobile CCTs are required to be approved by the senior management of the various departments involved such as the department head, chief financial officer and/or the general manager of the relevant members of the Group as the final checks and balances measure to ensure the transactions will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its minority shareholders; (b) the managers of the relevant members of the Group will review the terms of the transactions undertaken pursuant to the 2025 Shenyang Automobile CCT Agreements on a regular basis to ensure the prices for the goods and services to be purchased or provided thereunder will reflect the pricing policies of the Group and will be on arm’s length basis under normal commercial terms; (c) the finance department of the Company will review, on a monthly basis, the transaction amount under 2025 Shenyang Automobile CCT Agreements and submit such information for the management’s review, including but not limited to the historical transaction amount, to ensure that the relevant transactions are carried out in accordance with the terms of the 2025 Shenyang Automobile CCT Agreements and will not exceed the respective annual caps; and (d) the auditors of the Company and the independent non-executive Directors will conduct annual review on the transactions entered into under the 2025 Shenyang Automobile CCT Agreements in accordance with the Listing Rules. By implementing the above procedures and measures, all the continuing connected transactions of the Group will be supervised and monitored by the relevant personnel and management of the Group to ensure that the relevant continuing connected transaction is conducted on normal commercial terms (or terms no less favourable than the terms which can be obtained from an Independent Third Party for the provision/ purchase of similar goods or services) and will not be prejudicial to the interests of the Company and the Shareholders as a whole and to ensure that the pricing policies and the annual caps are complied with, the Company has adopted the following internal control measures: • The Group maintains price lists and a database containing historical transaction records and relevant terms and conditionswhole. The information in the database is obtained in the course of the Group’s operations, including information in respect of transactions entered into by different divisions/departments of the Group. The Company will continue to develop and maintain the database so as to include pricing information in relation to materials sold by the Group in the future. Designated personnel of the Group are responsible for the maintenance of the database, and the database is generally updated as soon as practicable after the materialization or consummation of a sales/provision of service transaction. A management personnel of the Group is designated to monitor and supervise the maintenance of the database to ensure that up-to-date records are properly kept. The Company Regular checks will also conduct random checks on the database so as to ensure that effective and sound internal control measures are in place so that continuing connected transactions with the Kelun Group will be conducted on a fair to review and reasonable basis. • The relevant business units and departments of Group will regularly monitor and review the prices/ fees of and terms under which continuing connected transactions are conducted with the Kelun Group in order to ensure that such continuing connected transactions are conducted on normal commercial terms, in accordance with the annual caps set by the Company, and the terms are no less favourable to the Group than those available to/from independent third parties. The Company will designate specific personnel from the compliance/internal control department to monitor the continuing connected transactions with the Kelun Group and any irregularities will be reported to the senior management of the Group in a timely manner. • The Group will conduct regular internal checks to ensure that the internal control measures in respect of the continuing connected transactions with the Kelun Group remain intact and effective. • The Company’s external auditors will annually review assess whether the relevant continuing connected transactions with the Kelun Group subject to annual view requirement to check and confirm (amongst others) whether the pricing policies have been adhered to, whether the continuing connected transactions were conducted in accordance with the agreements governing them and whether the relevant annual caps have been exceeded. • The independent non-executive Directors will annually review the relevant continuing connected transactions with the Kelun Group to check and confirm whether such transactions have been conducted in the ordinary and usual course of business of the Company, on normal commercial terms, in accordance with the agreements governing them, on terms that are fair and reasonable and in the interests of the Shareholders as a whole, and whether the internal control procedures put in place by the Company are adequate and effective to ensure that such continuing connected transactions with the Kelun Group are conducted in accordance with the pricing policies adopted by terms of the Group 2025 Shenyang Automobile CCT Agreements and the annual caps pursuant to price charged for a specific transaction is fair and reasonable and in accordance with the aforesaid pricing policy. In the event that the utilisation rate of the relevant 2025 Shenyang Automobile Proposed Caps reaches 90%, the Board will be informed for considering if the relevant 2025 Shenyang Automobile Proposed Caps shall be revised and, if so, the Company will further comply with relevant requirements under the Listing Rules. Accordingly, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the 2025 Shenyang Automobile CCT Agreements have been and will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole.

Appears in 1 contract

Sources: 2025 Automotive Components Sales Framework Agreement, 2025 Automobiles Sales Framework Agreement