Common use of INTERNAL CONTROL PROCEDURES Clause in Contracts

INTERNAL CONTROL PROCEDURES. To ensure the Company’s conformity with the terms of the continuing connected transactions agreements under the Hong Kong Listing Rules, the Company shall adopt a series of internal control policies during its daily operations. Such internal control policies shall be conducted and supervised by the finance department of the Company and the independent non-executive Directors: (1) The finance department of the Company monitors daily connected transactions of the Company and reports to the audit and risk management committee of the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements to ensure they are entered into: (i) in accordance with the review and evaluation procedure set out in this circular and the terms of the continuing connected transactions agreements under the Hong Kong Listing Rules; (ii) in the ordinary and usual course of business of the Group; (iii) on normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties to the Company; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole. (2) The independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or better, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and provide confirmation in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under the Hong Kong Listing Rules will be conducted on normal commercial terms or better, and will not be prejudicial to the interests of the Company and the Shareholders.

Appears in 2 contracts

Sources: Aircraft and Engines Lease Agreement, Supplemental Agreement

INTERNAL CONTROL PROCEDURES. To The Group has adopted the following internal control procedures to ensure that the CNACG Transactions will be conducted on normal commercial terms, and in accordance with the CNACG Framework Agreement and the pricing policies of the Group: • Before entering into individual CNACG Transactions, the Finance Department, the Legal Department, the Asset Management Department (which has a dedicated subdivision responsible for the management of connected transactions) and if applicable, certain other relevant departments of the Company will review the proposed terms for the individual CNACG Transactions and discuss with the relevant business department of the Group to ensure that such transactions are conducted on normal commercial terms and in compliance with the pricing policies of the Group before these relevant departments approve the finalized transaction agreements according to their authority within the Group. • The Asset Management Department of the Company is responsible for overseeing the connected transactions of the Company’s conformity . The Asset Management Department will monitor and collect detailed information on the CNACG Transactions on a regular basis, including but not limited to the implementation of pricing policies, term of agreement and actual transaction amount of each finance lease transaction, operating lease transaction and ground support services and other services to ensure that the transactions are conducted in accordance with the terms framework agreement. In addition, the Asset Management Department is responsible for monitoring and reviewing the balance amount of the continuing connected transactions agreements under annual cap for the CNACG Transactions on a monthly basis and if the annual cap for the CNACG Transactions is expected to be exceeded for a particular year, it will report to the management and take appropriate measures in accordance with the relevant requirements of the Hong Kong Listing Rules and/or Shanghai Listing Rules. • The Company’s Internal Audit Department is responsible for performing annual assessment on the internal control procedures of the Group, including but not limited to the relevant information on the management of continuing connected transactions. In addition, the Company shall adopt a series of Internal Audit Department is responsible for compiling the annual internal control policies during its daily operationsassessment report and submitting the report to the Board for examination and approval. Such internal control policies shall be conducted and supervised by the finance department • The independent auditor of the Company and the independent non-executive Directors: (1) The finance department of Directors will conduct an annual review on the Company monitors daily continuing connected transactions of the Company and reports to the audit and risk management committee of the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements to ensure they are entered into: (i) in accordance with the review and evaluation procedure set out in this circular and the terms of the continuing connected transactions agreements under the Hong Kong Listing Rules; (ii) in the ordinary and usual course of business of the Group; (iii) on normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties to the Company; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole. (2) The independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or better, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and provide confirmation in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under the Hong Kong Listing Rules will be conducted on normal commercial terms or better, and will not be prejudicial to the interests of the Company and the Shareholders.

Appears in 1 contract

Sources: Continuing Connected Transactions and Discloseable Transaction

INTERNAL CONTROL PROCEDURES. To ensure that the continuing connected transactions of the Group are fair and reasonable and on normal commercial terms, the Company has adopted the following internal control procedures: (a) The management of the Company shall meet to discuss and assess the terms and conditions as well as the pricing mechanism of each transaction contemplated under the 2025 Supply Agreement before entering into such transactions to ensure that they are on normal commercial terms; (b) The Company’s conformity financial department will also conduct monthly reviews on such transactions with Teamsun Group and will submit such information for the Board’s review quarterly, including but not limited to the pricing terms, payment arrangements and actual transaction amounts, to ensure that the relevant transactions are carried out in accordance with the terms of the continuing connected transactions agreements 2025 Supply Agreements and will not exceed the respective Aggregated Annual Caps; and (c) The Board will quarterly review each transaction contemplated under the Hong Kong Listing Rules, the Company shall adopt a series of internal control policies during its daily operations. Such internal control policies shall be conducted and supervised by the finance department of the Company and the independent non-executive Directors2025 Supply Agreement: (1) The finance department of the Company monitors daily connected transactions of the Company and reports to the audit and risk management committee of the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements to ensure they are entered into: (i) in accordance with the review and evaluation procedure set out in this circular and the In terms of the continuing connected transactions agreements under the Hong Kong Listing Rules; (ii) in the ordinary and usual course purchase of business Teamsun Group Products being part of the Group; (iii) Regulated Transactions, the Board will review the contracts signed during that quarter to ensure the transactions will be conducted on normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties to the Company; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole. (2) The independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or better, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and provide confirmation in whole by referring to (i) the Company’s annual report. costs of Products; (ii) the quotation provided by at least two independent third-party suppliers of similar products; and/or (iii) the Product Price to be payable by the Group to Teamsun Group compared with that charged by Teamsun Group to its independent third-party customers. (2) In addition, for the purpose of Rule 14A.56 terms of the Hong Kong Listing Rulesservice fee payable to Teamsun Group in relation to the Type I Services being part of the Regulated Transactions, the Company’s external auditors, Board will be engaged review the contracts signed during that quarter to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under the Hong Kong Listing Rules will be are conducted on normal commercial terms or better, and will not be prejudicial to in the interests of the Company and the Shareholders.Shareholders as a whole by referring to (i) the sum of the direct costs of each Teamsun Services plus a mark-up; (ii) the quotation provided by at least two independent third-party suppliers of a similar service; and/or

Appears in 1 contract

Sources: 2025 Supply Agreement

INTERNAL CONTROL PROCEDURES. To Before conducting any transactions contemplated under the Agreement or entering into any specific agreement pursuant thereto, the treasury department, legal department and finance department of the Group would review the terms of the proposed transactions and the draft specific agreements to ensure that the transactions would be conducted in accordance with the terms of the Agreement and the specific agreements thereunder and in accordance with the Company’s conformity pricing policy. The business department(s) will consider the overall terms (including 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 comparable terms offered to the Group by other Independent Third Parties 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 relevant departments of the 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 agreements in the annual report of the Company pursuant to the requirements under the Hong Kong Listing Rules, the Company shall adopt a series of internal control policies during its daily operations. Such internal control policies shall be conducted and supervised by the finance department of the Company and the independent non-executive Directors: (1) The finance department of the Company monitors daily connected transactions of the Company and reports to the audit and risk management committee of the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements to ensure that they are entered into: (i) in accordance with the review and evaluation procedure set out in this circular and the into on normal commercial terms of the continuing connected transactions agreements under the Hong Kong Listing Rules; (ii) or better, in the ordinary and usual course of business of the Group; (iii) on normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties to the Company; , and (v) are carried out according to the continuing connected transactions agreements under the Hong Kong Listing Rules agreement governing them on terms that are fair and reasonable and in the interests interest of the Company and Shareholders as a whole. (2) The independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or better, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, . Please also refer to the paragraph headed “pricing policy and provide confirmation basis of price determination” in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 section Assurance Engagements Other Than Audits or Reviews of Historical Financial InformationMaster Financing Services (2021-2022) Agreementand with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under the Hong Kong Listing Rules will be conducted on normal commercial terms or better, and will not be prejudicial to the interests of the Company and the Shareholdersabove.

Appears in 1 contract

Sources: Master Financing Services Agreement

INTERNAL CONTROL PROCEDURES. To ensure The Company has adopted the Company’s conformity with the terms of following internal control procedures to supervise the continuing connected transactions agreements contemplated under the Hong Kong Listing Rules, the Company shall adopt a series of internal control policies during its daily operations. Such internal control policies shall be conducted and supervised by the finance department of the Company and the independent non-executive DirectorsAgreements: (1i) 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 Company monitors daily connected transactions of Group will maintain a database to record and monitor the Company and reports to the audit and risk management committee of the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements to ensure they are entered into: (i) in accordance with the review and evaluation procedure set out in this circular and the terms of the continuing connected transactions agreements under the Hong Kong Listing Rules; (ii) in the ordinary and usual course of business of the Group; (iii) on normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties to the Company; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole. (2) The independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or better, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and provide confirmation in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated aggregate transaction amounts under the continuing connected transactions agreements 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 Hong Kong 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 will be conducted on normal commercial terms or betterincluding 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 will not be prejudicial submit it to the interests internal control unit and legal department of the Company Group for review and approval. The internal control unit and the Shareholderslegal 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

Sources: Renewal of Continuing Connected Transactions

INTERNAL CONTROL PROCEDURES. To The Company has adopted the following internal control measures to ensure that the Company’s conformity Continuing Connected Transactions are in accordance with the terms of the continuing connected transactions agreements under Investment and Wealth Management Cooperation Framework Agreement and in compliance with the Hong Kong Listing Rules, the Company shall adopt a series of internal control policies during its daily operations. Such internal control policies shall be conducted and supervised by : (1) the finance department of the Company will compare the terms and conditions of the Investment Products or Entrusted Investment Services offered by Party B with the terms and conditions offered by other independent non-executive Directors:financial institutions in the PRC for providing similar investment products or entrusted investment services on a quarterly basis to ensure that the terms and conditions of the Investment Products or Entrusted Investment Services offered by Party B are no less favourable than the terms and conditions offered by other independent financial institutions in the PRC for providing similar investment products or entrusted investment services and will also compare the terms and conditions of the Investment Products or Entrusted Investment Services offered by Party B to Party A with the terms and conditions offered by Party B to other independent third parties for providing similar investment products or entrusted investment services on a quarterly basis to ensure that the terms and conditions of the Investment Products or Entrusted Investment Services offered by Party B to Party A are no less favourable than the terms and conditions offered by Party B to other independent third parties for providing similar investment products or entrusted investment services; (12) The the finance department of the Company monitors daily connected transactions will record the investment balance (including expected accrued investment returns) of Party A with Party B under the Company Investment Products, Entrusted Investment Services and reports to the audit and risk management committee of the Company and independent non-executive Directors Other Investment Cooperation on a quarterly basis. The daily basis to ensure that the maximum daily investment balance (including expected accrued investment returns) doesn’t exceed RMB8,000,000,000 (equivalent to approximately HK$9,020,996,369); (3) the finance department of the Company shall supervise monitor and ensure that the implementation agreements to ensure they Continuing Connected Transactions are entered into: (i) conducted in accordance with the review and evaluation procedure set out in this circular and the terms of the continuing connected transactions agreements under Investment and Wealth Management Cooperation Framework Agreement; (4) the Hong Kong Listing Rules; (ii) in the ordinary and usual course of business of the Group; (iii) on normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties Board will continue to periodically review the Company’s internal control systems and their effectiveness; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and Shareholders as a whole.and (25) The the independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or bettershall, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests Company shall engage its external auditors to, conduct annual review of the Company Continuing Connected Transactions and the Shareholders as a whole, and provide confirmation in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules Annual Caps in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews the requirements of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under the Hong Kong Listing Rules will be conducted on normal commercial terms or better, and will not be prejudicial to the interests of the Company and the Shareholders.

Appears in 1 contract

Sources: Investment and Wealth Management Cooperation Framework Agreement

INTERNAL CONTROL PROCEDURES. To 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: • 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 conformity 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 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 under the framework agreements and provide annual confirmation to ensure that, in accordance with the Listing Rules, the transactions are conducted in accordance with the terms of the continuing agreements, on normal commercial terms and in accordance with the pricing policy; and • when considering the service fees provided to us by the above connected transactions agreements under the Hong Kong Listing Rulespersons, the Company shall adopt a series of internal control policies during its daily operations. Such internal control policies shall be conducted will continue to regularly research the prevailing market conditions and supervised by the finance department of the Company practices and the independent non-executive Directors: (1) The finance department of the Company monitors daily connected transactions of the Company and reports make reference to the audit pricing and risk management committee of terms between the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements third parties for similar transactions, to ensure they are entered into: (i) in accordance with that the review pricing and evaluation procedure set out in this circular and the terms of the continuing connected transactions agreements under the Hong Kong Listing Rules; (ii) in the ordinary and usual course of business of the Group; (iii) on normal commercial terms or better; (iv) no less favourable than terms offered by the above connected persons, either from bidding procedures or mutual commercial negotiations (as the case may be), are fair, reasonable and are no less favorable than those offered to independent third parties to the Company; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and Shareholders as a wholeparties. (2) The independent non-executive Directors shall review and will continue to review the implementation agreements to ensure that they have been entered into on normal commercial terms or better, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and provide confirmation in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under the Hong Kong Listing Rules will be conducted on normal commercial terms or better, and will not be prejudicial to the interests of the Company and the Shareholders.

Appears in 1 contract

Sources: It Cooperation Framework Agreement and Health Management Service Framework Agreement

INTERNAL CONTROL PROCEDURES. To ensure Pursuant to the Company’s conformity with the terms requirements of Chapter 14A of the continuing connected transactions agreements under the Hong Kong Listing Rules, the Company shall adopt a series of internal control policies during will disclose in its daily operations. Such internal control policies shall be conducted and supervised annual report the review by the finance department of the Company and Board (including the independent non-executive Directors: (1) The finance department of the Company monitors daily connected transactions of the Company and reports to the audit and risk management committee of the Company and independent non-executive Directors on a quarterly basis. The finance department of the Company shall supervise the implementation agreements to ensure they are entered into: (i) in accordance with the review and evaluation procedure set out in this circular and the terms of the continuing connected transactions agreements entered into every year (including the continuing connected transactions under the Hong Kong Listing Rules; (iiFinancial Services Agreement) and confirm that the transactions have been entered into in the ordinary and usual course of business of the Group; , in accordance with the relevant agreements governing such transactions on terms (iii) on which are normal commercial terms or better; (iv) no less favourable than terms offered by independent third parties better to the Company; and (v) according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable reasonable, and in the interests of the Company and Shareholders as a whole. (2) The independent non-executive Directors shall review and . Independent auditors will continue to also review the implementation agreements continuing connected transactions entered into (including the continuing connected transactions under the Financial Services Agreement) and issue a letter to the Board every year. The conclusion of such review by the auditors will be disclosed in the annual report. In addition, as part of the Group’s internal control systems to ensure that they have been the continuing connected transactions under the Financial Services Agreement are conducted in accordance with the terms under the Financial Services Agreement (including but not limited to the pricing policy), the Company has implemented the following internal control procedures: (a) the Company has formulated a connected transaction management system which sets out the internal control framework and requirements with respect to connected transactions of the Group. All divisions of the Company and subsidiaries of the Company must follow the requirements under the connected transaction management system; (b) before conducting the depository services, the financial capital team will obtain quotations from several third-party financial institutions for the same period and the same amount to conduct price comparison in order to ensure that such transactions are entered into in accordance with the pricing policy under the Financial Services Agreement; (c) the financial capital team of the Company will conduct regular reviews to verify whether the price of the connected transactions is in compliance with the above pricing principles, including reviewing the transaction record of the Group for similar services; (d) the financial capital team of the Company will closely review the use of services under the Financial Services Agreement through ongoing and timely enquiries, with a view to monitoring and ensuring that the balance of current and ongoing deposits placed with Fosun Finance is within the proposed annual caps; and (e) if the proposed annual caps need to be adjusted due to business development needs or other reasons, arrangements will be made in advance and the relevant requirements of the Listing Rules will be strictly complied with. The Directors are of the view that the above methods and procedures can ensure that the pricing and other contract terms for the Group’s continuing connected transactions are entered into on normal commercial terms or betterin the ordinary and usual course of business of the Group, and according to the continuing connected transactions agreements under the Hong Kong Listing Rules on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and provide confirmation in the Company’s annual report. In addition, for the purpose of Rule 14A.56 of the Hong Kong Listing Rules, the Company’s external auditors, will be engaged to issue a letter to report on the Group’s continuing connected transactions under the Hong Kong Listing Rules in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The Directors are of the view that the above procedures can ensure that the transactions contemplated under the continuing connected transactions agreements under are conducted in accordance with the Hong Kong Listing Rules will be conducted on normal commercial terms or better, Financial Services Agreement and will not be prejudicial to the interests in compliance with Chapter 14A of the Company and the ShareholdersListing Rules.

Appears in 1 contract

Sources: Financial Services Agreement