LSD Clause Samples

LSD. LSD will adopt the following internal control measures in respect of each Intercompany Loan Transaction to be entered into by a LSD Lender Group Company (as lender) pursuant to the LSD Financial Assistance Framework Agreements: (i) before an Intercompany Loan Transaction is entered into, the finance department of LSD shall obtain the prevailing rates and terms at the time offered by not less than two (2) major independent commercial banks in Hong Kong for a similar loan (similar as to currency, term, type of interest rate and other factors deemed relevant by the lender) for comparison; (ii) the finance department and management of LSD will consider the proposed terms and conditions of the Intercompany Loan Transaction (including but not limited to the interest margin) and the terms offered by the aforesaid commercial banks and ensure that (a) the interest margin to be offered by the lender shall not be (i) lower than the lowest interest margin offered by the aforesaid commercial banks for a similar loan, or (ii) higher than the highest interest margin offered by the aforesaid commercial banks for a similar loan; (b) the terms and conditions of the Intercompany Loan Transaction are determined based on arm’s length negotiations between the parties; and (c) the Intercompany Loan Transaction is on normal commercial terms and is fair and reasonable; (iii) the finance department of LSD will regularly (a) review whether the Intercompany Loan Transactions entered into by the LSD Lender Group (as lender) have been conducted in accordance with the terms of their respective loan agreements and the relevant LSD Financial Assistance Framework Agreements; and (b) monitor the amounts under the Intercompany Loan Transactions to ensure that the relevant LSD Annual Caps are not exceeded; and (iv) LSD will comply with the applicable requirements under the connected transaction rules of the Listing Rules in respect of the Intercompany Loan Transactions entered into pursuant to the LSD Financial Assistance Framework Agreements, including annual reporting and annual review by the independent non-executive LSD Directors and the auditors of LSD. By implementing the above measures, the LSG Directors (excluding the independent non-executive LSG Directors) consider that LSG and LSD have appropriate internal control procedures in place to ensure that the Intercompany Loan Transactions under the Financial Assistance Framework Agreements will be conducted on normal commercial terms and...