Common use of INTERNAL CONTROL MEASURES Clause in Contracts

INTERNAL CONTROL MEASURES. In accordance with the Listing Rules, the Group will comply at all times with the applicable provisions under Rules 14A.34 and 14A.51 to 14A.59 of the Listing Rules in respect of the transactions contemplated under the Facility Agreement. In addition, in order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted the following guidelines and principles in monitoring the transactions between the Group and Rising Finance, namely: • the Company’s management and finance department will closely monitor the transactions under the Facility Agreement, including conducting regular review and inspection to monitor and ensure that the amount of the Facility utilized remains within the annual caps. • Members of the Group are required to obtain internal approval(s) from relevant departments or personnel of the Company in accordance with the relevant systems and procedures of the Company before entering into any implementation agreement(s) under the Facility Agreement. • The finance department of the Company will periodically monitor the prevailing market interest rates by way of offline or online enquires. • Before implementing each transaction under the Facility Agreement, the finance department of the Company will check the total amount of such transaction so as to ensure that the annual caps for the Facility would not be exceeded. • If the transaction amount under the Facility Agreement has reached or is expected to reach the relevant annual caps, the finance department of the Company will immediately follow up and make reports and recommendations to the management of the Company. In the event that the annual caps are required to be revised, the finance department of the Company will report the details to the management and the Board taking into account the operations and needs of the Group, so as to comply with the requirements under the Listing Rules. • The Company will report the transactions under the Facility Agreement to the independent non-executive Directors during each of the audit and risk management committee meetings (if necessary). • The transactions contemplated under the Facility Agreement will be reviewed by the auditors and the independent non-executive Directors every year and reported in the annual report(s) of the Company which provides a check and balance to ensure that the Facility is conducted in accordance with the terms of the Facility Agreement, on normal commercial terms (or terms no less favourable to the Group than terms available from the independent third parties), and in accordance with the pricing principles adopted by the Company pursuant to the Listing Rules. • The Company will review the transactions with Rising Finance to identify any transactions that may be at risk of exceeding the proposed annual caps, and any measures to be taken in respect of such transactions. The Group has established a series of measures and policies to ensure that the transactions will be conducted in accordance with the terms of the Facility Agreement.

INTERNAL CONTROL MEASURES. In accordance (1) Notwithstanding the sound investment strategy and risk control system of the wealth management products issued by Capital Securities under the Single Asset Management Contract, due to the coexistence of revenue and risks in the wealth management products and no promise of principal guaranteed policy restriction for the products, the Company will strengthen the project management on investment particulars of Capital Securities. The Company’s Finance Department will assign a responsible person for daily verification of the daily net value, accrual management fee and performance fee of the Entrusted Assets. The Company’s Finance Department is responsible for reviewing the quarterly and annual reports on management and custody submitted by Capital Securities to ensure the compliance with the Listing Rules, the Group will comply at all times with the applicable provisions under Rules 14A.34 and 14A.51 to 14A.59 terms of the Listing Rules in respect Single Asset Management Contract, while the Audit Committee of the Board is responsible for continuously monitoring and inspecting the short-term wealth management business of monetary funds of the Company, and is entitled to appoint internal and external experts to conduct special audit of the wealth management business if necessary; (2) The Company’s Finance Department is responsible for adding and withdrawing the Entrusted Assets under the Single Asset Management Contract upon the approval from the Company’s president based on the actual operating situation and the demand for funds, and shall regularly report the capital operation and return details of the transactions contemplated under the Facility Agreement. In additionSingle Asset Management Contract and relevant analysis report to the president of the Company and the Board on a monthly basis; (3) The Company’s Finance Department and the Office of the Board will keep monitoring, collecting and assessing the details of the continuing connected transactions under the revised Single Asset Management Contract, including but not limited to the execution, the actual transaction amounts and payment arrangements of the Single Asset Management Contract to ensure the scope in order the revised Single Asset Management Contract and the Proposed Annual Cap are not exceeded; (4) The Company will continue to safeguard improve its relevant internal control system, including developing special short-term wealth management system, improving the monitoring mechanism for the Single Asset Management Contract and other short-term wealth management schemes and implementing the delineation between relevant rights and responsibilities to ensure the compliance of the Company’s continuing connected transactions; (5) The independent non-executive Directors will continue to review continuing connected transactions, and confirm whether the relevant transactions are entered into in the ordinary and usual course of the business of the Group, whether on normal commercial terms or better, and whether the terms of relevant agreements are fair and reasonable and in the interests of the Company and the Shareholders its shareholders as a whole, the Company has adopted the following guidelines and principles in monitoring the transactions between the Group and Rising Finance, namely: • the ; and (6) The Company’s management auditor will conduct annual review on the pricing and finance department will closely monitor the transactions under the Facility Agreement, including conducting regular review and inspection to monitor and ensure that the amount annual cap of the Facility utilized remains within the annual caps. • Members of the Group are required to obtain internal approval(s) from relevant departments or personnel of the Company in accordance with the relevant systems and procedures of the Company before entering into any implementation agreement(s) under the Facility Agreement. • The finance department of the Company will periodically monitor the prevailing market interest rates by way of offline or online enquires. • Before implementing each transaction under the Facility Agreement, the finance department of the Company will check the total amount of such transaction so as continuing connected transactions to ensure that the annual caps for the Facility would not be exceeded. • If the transaction amount under the Facility Agreement has reached or is expected to reach the relevant annual caps, the finance department of the Company will immediately follow up and make reports and recommendations to the management of the Company. In the event that the annual caps are required to be revised, the finance department of the Company will report the details to the management and the Board taking into account the operations and needs of the Group, so as to comply with the requirements under the Listing Rules. • The Company will report the transactions under the Facility Agreement to the independent non-executive Directors during each of the audit and risk management committee meetings (if necessary). • The transactions contemplated under the Facility Agreement will be reviewed by the auditors and the independent non-executive Directors every year and reported in the annual report(s) of the Company which provides a check and balance to ensure that the Facility is conducted in accordance with the terms of the Facility Agreement, on normal commercial terms (or terms no less favourable to the Group than terms available from the independent third parties), and in accordance with the pricing principles adopted by the Company pursuant to the Listing Rules. • The Company will review the transactions with Rising Finance to identify any transactions that may be at risk of exceeding the proposed annual caps, and any measures to be taken in respect of such transactions. The Group has established a series of measures and policies to ensure that the transactions will be conducted in accordance with the terms of the Facility Agreementframework agreements are not exceeded.

INTERNAL CONTROL MEASURES. In accordance with the Listing Rules, the Group The Company will comply at all times with the applicable provisions under Rules 14A.34 and 14A.51 to 14A.59 of the Listing Rules in respect of the transactions contemplated under the Facility Agreement. In addition, in order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted adopt the following guidelines internal policies and principles in monitoring the transactions between the Group and Rising Finance, namely: • the Company’s management and finance department will closely monitor measures to ensure that the transactions under the Facility 2022 Property Leasing Agreement are conducted in compliance with the 2022 Property Leasing Agreement, including conducting regular review which, in specific, include but not limited to: (1) the management and inspection to monitor and ensure that the amount of the Facility utilized remains within the annual caps. • Members of the Group are required to obtain internal approval(s) from relevant departments or personnel of the Company in accordance with the relevant systems and procedures of the Company before entering into any implementation agreement(s) under the Facility Agreement. • The finance department of the Company will periodically monitor the prevailing market interest rates by way of offline or online enquires. • Before implementing each transaction under the Facility Agreement, the finance department of the Company will check closely monitor the total amount entering into of such transaction so as to ensure leasing contracts for the Subleasing Transactions under the 2022 Property Leasing Agreement, including monitoring and ensuring that the above businesses fall within the respective applicable annual caps for the Facility would not be exceeded. • If the transaction amount under the Facility Agreement has reached or is expected to reach the relevant annual caps, the finance department of the Company will immediately follow up through continuous and make reports and recommendations to the management of the Company. In the event that the annual caps are required to be revised, the finance department of the Company will report the details to the management and the Board taking into account the operations and needs of the Group, so as to comply with the requirements under the Listing Rules. • The Company will report the transactions under the Facility Agreement to timely inquiries; (2) the independent non-executive Directors during each and the auditor of the audit Company will also conduct annual review of the 2022 Property Leasing Agreement and risk management committee meetings the relevant annual caps and provide confirmation in the Company’s annual report; (if necessary). • The transactions contemplated under 3) for Subleasing Transactions, the Facility Agreement existing rent standards as stipulated in the original leasing contracts to which Poly Developments and Holdings and its associates are a party will be reviewed by kept for the auditors remaining lease term. Upon the expiry of the existing leasing contracts or upon the addition of new leasing business, Poly Business Commercial Property shall become the party A to re-enter into the leasing contracts. Poly Business Commercial Property shall approve internally the procedures for entering into such contracts and sign the contracts, and shall have independent authority in decision-making and pricing to ensure that such rents shall be no less than the rent charged against independent third parties; (4) for the Subleasing Transactions, the independent non-executive Directors every year will also review the implementation and reported in the annual report(s) enforcement of the Company which provides a check and balance specific subleasing contracts entered into under the 2022 Property Leasing Agreement to ensure that the Facility is conducted specific subleasing contracts are carried out in accordance with the terms of terms, including the Facility pricing principles, as set out in the 2022 Property Leasing Agreement; and (5) in the event that it is necessary to adjust the annual caps due to business development needs or other reasons, on normal commercial terms (or terms no less favourable to the Group than terms available from the independent third parties), such arrangements will be made in advance and in accordance strict compliance with the pricing principles adopted by the Company pursuant to relevant requirements under the Listing Rules. • The Company will review the transactions with Rising Finance to identify any transactions that may be at risk of exceeding the proposed annual caps, and any measures to be taken in respect of such transactions. The Group has established a series of measures and policies to ensure that the transactions will be conducted in accordance with the terms of the Facility Agreement.

INTERNAL CONTROL MEASURES. In accordance The Company has (1) reporting, approval and, if required, selected verification procedures in place to ensure that the agreed price and terms of continuing connected transactions are no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties and also compliance with the Listing Rulespricing policy; and (2) procedures and policies for identifying connected persons and monitoring the annual caps of the continuing connected transactions. In addition, the Group will comply at all times with the applicable provisions under Rules 14A.34 and 14A.51 to 14A.59 of the Listing Rules in respect of internal audit department shall conduct audit review on the transactions contemplated under the Facility Framework Agreement twice a year and report the audit results to the audit committee of the Board, which consists of all the independent non-executive Directors. Further, the Company has also adopted a threshold warning mechanism whereby the Group’s finance department will monitor the annual caps under the Framework Agreement. In additionWhen the utilization rate of the annual caps reaches 75%, the Group’s finance department will report to the Board which they will then consider to implement relevant measures including the revision of the annual caps under the Framework Agreement. Coca-Cola (Asia) holds a 35% interest in COFCO Coca-Cola, in order which the Company holds the remaining 65% interest. As a result, as at the date of this announcement, The Coca-Cola Company as the ultimate holding company of Coca-Cola (Asia), and its indirect wholly-owned subsidiary, Xiamen Culiangwang, are connected persons of the Company at the subsidiary level under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As (a) Xiamen Culiangwang is a connected person of the Company at the subsidiary level under the Listing Rules; (b) one or more of the applicable percentage ratios of the annual caps in respect of the processing services provided by the COFCO Coca-Cola Group to safeguard the Xiamen Culiangwang Group under the Framework Agreement are on an annual basis more than 1% but less than 5%; (c) the Framework Agreement has been approved by the Board; and (d) the Directors (including the independent non-executive Directors) are of the view that the Framework Agreement was entered into in the ordinary and usual course of business of the Group and the terms of the Framework Agreement are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms and in the interests of the Company and the its Shareholders as a whole, therefore the Company has adopted the following guidelines and principles in monitoring the continuing connected transactions between the Group and Rising Finance, namely: • the Company’s management and finance department will closely monitor the transactions contemplated under the Facility Agreement, including conducting regular review Framework Agreement is subject to the reporting and inspection to monitor and ensure that the amount announcement requirements under Chapter 14A of the Facility utilized remains within Listing Rules but are exempt from the annual caps. • Members independent shareholders’ approval requirement pursuant to Rule 14A.101 of the Group are required to obtain internal approval(s) from relevant departments or personnel of the Company in accordance with the relevant systems and procedures of the Company before entering into any implementation agreement(s) under the Facility Agreement. • The finance department of the Company will periodically monitor the prevailing market interest rates by way of offline or online enquires. • Before implementing each transaction under the Facility Agreement, the finance department of the Company will check the total amount of such transaction so as to ensure that the annual caps for the Facility would not be exceeded. • If the transaction amount under the Facility Agreement has reached or is expected to reach the relevant annual caps, the finance department of the Company will immediately follow up and make reports and recommendations to the management of the Company. In the event that the annual caps are required to be revised, the finance department of the Company will report the details to the management and the Board taking into account the operations and needs of the Group, so as to comply with the requirements under the Listing Rules. • The Company will report the transactions under the Facility Agreement to the independent non-executive Directors during each None of the audit and risk management committee meetings (if necessary). • The Directors has a material interest in the continuing connected transactions contemplated under the Facility Framework Agreement, therefore none of the Directors were required under the Listing Rules to abstain from voting on the Board resolution approving the Framework Agreement will be reviewed by the auditors and the independent non-executive Directors every year transactions contemplated thereunder. The Company is an investment holding company incorporated in Bermuda. Through its subsidiaries and reported associated companies, it is principally engaged in the annual report(s) of the Company which provides beverage business. COFCO Coca-Cola is a check company incorporated in Hong Kong and balance to ensure that the Facility is conducted in accordance with the terms of the Facility Agreement, on normal commercial terms (or terms no less favourable to the Group than terms available from the independent third parties), and in accordance with the pricing principles adopted was jointly established by the Company pursuant and The Coca-Cola Company in which the Company and The Coca-Cola Company indirectly holds 65% and 35% interests, respectively. COFCO Coca-Cola engages in the investment in the beverage business and through its subsidiaries, has the exclusive right to manufacture, market and distribute certain authorised Coca-Cola products in a number of provinces, municipalities and regions in the Listing RulesPRC. • Xiamen Culiangwang is an indirect wholly-owned subsidiary of The Coca-Cola Company will review and is established in the transactions with Rising Finance to identify any transactions that may be at risk PRC. It owns the trademarks of exceeding “ ” 、 “ ” 、 “ ” and engages in beverage production including plant-based protein drinks under the proposed annual caps, and any measures to be taken in respect of such transactions. The Group has established a series of measures and policies to ensure that the transactions will be conducted in accordance with the terms of the Facility Agreementtrademarks.

INTERNAL CONTROL MEASURES. In accordance connection with the Listing Rules, the Group will comply at all times with the applicable provisions under Rules 14A.34 and 14A.51 to 14A.59 relevant drawdown of the Listing Rules in respect of the transactions contemplated under the Facility Agreement. In addition, Loan and in order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted the following guidelines and principles in monitoring the transactions between the Group and Rising Finance, namely: • the Company’s management and finance department will closely monitor the transactions under the Facility Agreement, including conducting regular review and inspection to monitor and ensure that the amount of the Facility utilized remains within the annual caps. • Members of the Group are required to obtain internal approval(s) from relevant departments or personnel of the Company in accordance with the relevant systems and procedures of the Company before entering into any implementation agreement(s) under the Facility Agreement. • The finance department of the Company will periodically monitor the prevailing market interest rates by way of offline or online enquires. • Before implementing each transaction under the Facility Agreement, the finance department of the Company will check the total amount of such transaction so as to ensure that the annual caps for the Facility would not be exceeded. • If the transaction amount under the Facility Agreement has reached or is expected to reach the relevant annual caps, the finance department of the Company will immediately follow up and make reports and recommendations to the management of the Company. In the event that the annual caps are required to be revised, the finance department of the Company will report the details to the management and the Board taking into account the operations and needs of the Group, so as to comply with the requirements under the Listing Rules. • The Company will report the transactions under the Facility Agreement to the independent non-executive Directors during each of the audit and risk management committee meetings (if necessary). • The transactions contemplated under the Facility Agreement will be reviewed by the auditors and the independent non-executive Directors every year and reported in the annual report(s) of the Company which provides a check and balance to ensure that the Facility is conducted in accordance with the terms of the Facility Agreement, relevant specific agreements and security documents are on normal commercial terms (or terms and fair and reasonable to the Company and Shareholders and are no less favourable to the Group than terms offered available to or from the independent third parties), the Company has formulated the following internal control policies and adopted the following internal control measures: (i) with regard to any amount drawdown which is secured by assets of Seazen Holdings Group, the Company expects that the corresponding total value of the Charged Assets shall maintain at similar level as the unpaid principal amount of the Loan divided by the loan-to-value ratio of 60%, and in accordance with the pricing principles adopted by the Company pursuant will monitor any repaid Loan principal and apply to the Listing Rules. • The Lender to release the Charged Assets thereto on a timely basis; (ii) the finance department of the Company will review closely monitor the transactions with Rising Finance outstanding Loan balances to identify any transactions be repaid and report the latest status of the Loan granted to the finance department of the Company on a monthly basis to ensure that may be at risk the outstanding loan balances will not exceed the proposed annual caps. In the event the aggregated principal amount of exceeding the Loan is expected to exceed the proposed annual caps, the responsible staff would escalate the issue to the Board forthwith, and any measures the Company would timely re-comply with the requirements under Chapter 14A of the Listing Rules; (iii) 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 be taken confirm the interest rate charged is in respect line with or better than the market rates and the specific agreements are entered into on normal commercial terms; (iv) the Company’s external auditor will conduct an annual review of such transactions. The Group has established a series of measures and policies the transactions entered into under the Loan Framework Agreement to ensure that the transaction amount is within the proposed annual caps and the transactions will be conducted is in accordance with the terms set out in the Loan Framework Agreement; and (v) the independent non-executive Directors will conduct an annual review of the Facility Agreementstatus of the transactions contemplated under the Loan Framework Agreement to ensure that the Company has complied with its internal approval process and the relevant requirements under the Listing Rules.

INTERNAL CONTROL MEASURES. In accordance with The Group has implemented adequate internal control measures for monitoring all of its continuing connected transactions, including (without limitation) the Listing Rulesregular reporting of transaction volume to the Group’s finance department for monitoring the annual caps of the relevant transactions, where various departments including the construction department, the legal department and the finance department of the Group will comply at all times be responsible for the implementation, monitoring and review of such measures. Before entering into a contract with Nanyuan Construction or its subsidiaries, such contract will be reviewed and approved by the applicable provisions under Rules 14A.34 and 14A.51 to 14A.59 department heads of the Listing Rules construction department, the legal department, the finance department and the chief executive officer, respectively. The service fees and premium of each contract with Nanyuan Construction or its subsidiaries will be reviewed by the Group’s finance department, in respect order to ensure that (i) the service fees charged by Nanyuan Construction or its subsidiaries are no less favourable than those fee rates offered by independent third parties to the Group; and (ii) the premium charged by Nanyuan Construction or its subsidiaries is within 9% to 11% as stated under the 2024 School Construction Framework Agreement. In addition, the Company’s external auditors and independent non-executive Directors will conduct annual review of the transactions contemplated under the Facility Agreement. In addition, in order to safeguard the interests of the Company and the Shareholders as a whole, the Company has adopted the following guidelines and principles in monitoring the transactions between the Group and Rising Finance, namely: • the Company’s management and finance department will closely monitor the transactions under the Facility 2024 School Construction Framework Agreement, including conducting regular review and inspection to monitor and ensure that the amount of the Facility utilized remains within the provide annual caps. • Members of the Group are required to obtain internal approval(s) from relevant departments or personnel of the Company confirmations in accordance with the relevant systems and procedures of the Company before entering into any implementation agreement(s) under the Facility Agreement. • The finance department of the Company will periodically monitor the prevailing market interest rates by way of offline or online enquires. • Before implementing each transaction under the Facility Agreement, the finance department of the Company will check the total amount of such transaction so as to ensure Listing Rules that the annual caps for the Facility would not be exceeded. • If the transaction amount under the Facility Agreement has reached or is expected to reach the relevant annual caps, the finance department of the Company will immediately follow up and make reports and recommendations to the management of the Company. In the event that the annual caps transactions are required to be revised, the finance department of the Company will report the details to the management and the Board taking into account the operations and needs of the Group, so as to comply with the requirements under the Listing Rules. • The Company will report the transactions under the Facility Agreement to the independent non-executive Directors during each of the audit and risk management committee meetings (if necessary). • The transactions contemplated under the Facility Agreement will be reviewed by the auditors and the independent non-executive Directors every year and reported in the annual report(s) of the Company which provides a check and balance to ensure that the Facility is conducted in accordance with the terms of the Facility Agreementrelevant agreements and the applicable pricing policies, on normal commercial terms, and in the interest of the Company and its Shareholders as a whole. The Group will also review the amounts of the transactions with Nanyang Construction and its subsidiaries on a regular basis in order to monitor and ensure that the Annual Caps will not be exceeded. The Group will continue to adopt certain measures to protect the interests of the Independent Shareholders. Such measures include the adoption of an independent mechanism to govern and monitor the selection process for the Company’s potential bidders, pursuant to which an internal tender review committee comprising members appointed by (and held accountable to) the independent non-executive Directors is established for reviewing the terms (or terms no less favourable and conditions of tenders, ensuring the compliance with the relevant laws and regulations and screening out unsuitable tenders. The Company will also conduct sampling checks covering the receipts in respect of at least 70% of the total actual costs incurred. Pursuant to the Group than terms available from Group’s tender policy, all potential bidders for the Group’s construction works are subject to a standard and systematic tender review procedure maintained by the Group, which applies to tenders submitted by both connected persons and independent third parties), and in accordance with the pricing principles adopted by the Company pursuant to the Listing Rules. • The Company will review the transactions with Rising Finance to identify any transactions that may be at risk of exceeding the proposed annual caps, and any measures to be taken in respect of such transactions. The Group has established a series of measures standard and policies to ensure that the transactions will be conducted in accordance with the terms systematic tender review procedure generally involves (i) receiving potential bidders’ tender documents; (ii) initial review of the Facility Agreementtender documents; and (iii) assessment of the potential bidders’ credentials. Having considered factors including the technical requirements of the concerned construction work, the potential bidders’ qualification and experience, the expected completion time of the construction projects, the Group will then shortlist three potential candidates. Out of the three potential candidates, the Group will generally select the bidder who offered the lowest bidding price.