Common use of Other Financial Services Clause in Contracts

Other Financial Services. The internal control measures on the determination of service fees for the Other Financial Services are as follows: 1. Before entering into any separate service agreement with Shougang Finance, the Group will obtain and review the service fees and terms for the same type of financial services quoted by at least three other domestic or overseas financial institutions. 2. The Group will enter into separate service agreement(s) with Shougang Finance as and when necessary to ensure that the service fees of the Other Financial Services will be no less favourable to the Group than the service fees for the same type of financial services quoted by the other domestic or overseas financial institutions. The internal control measures on monitoring the proposed Service Fee Cap in relation to the Other Financial Services are as follows: 1. The finance department of the Company shall monitor aggregate amount of continuing connected transactions relating to the Other Financial Services from time to time. In the event that the service fees incurred and to be incurred in respect of the Other Financial Services are expected to reach the Service Fee Cap, the finance department of the Company will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the Service Fee Cap is required, report particulars to the Board and hold a Board meeting for considering the matters in relation thereto to ensure compliance with the requirements under the Listing Rules. 2. The independent non-executive Directors and auditor of the Company will conduct an annual review with respect to the continuing connected transactions conducted by the Group throughout the preceding financial year (including the transactions relating to the Other Financial Services) and will provide annual confirmations pursuant to the requirements under the Listing Rules to ensure that the continuing connected transactions (including the transactions relating to the Other Financial Services) are in accordance with the terms of the Financial Services Framework Agreement and other relevant agreements governing such transactions, on normal commercial terms, fair and reasonable, and in accordance with the pricing policies and the proposed Service Fee Cap.

Appears in 1 contract

Sources: Financial Services Framework Agreement

Other Financial Services. The internal control measures on the determination of service fees for the Other Financial Services are as follows: 1. Before entering into any separate service agreement with Shougang FinanceFinance Company, the Group will obtain and review the service fees and terms for the same type of financial services quoted by at least three other major domestic or overseas financial institutions.; and 2. The Group will enter into separate service agreement(s) with Shougang Finance Company as and when necessary to ensure that the service fees of the Other Financial Services will be no less favourable to the Group than the service fees for the same type of financial services quoted by the other domestic or overseas financial institutions. The internal control measures on monitoring the proposed Service Fee Cap in relation to the Other Financial Services are as follows: 1. The finance department of the Company shall monitor aggregate amount of continuing connected transactions relating to the Other Financial Services from time to time. In the event that the service fees incurred and to be incurred in respect of the Other Financial Services are expected to reach the Service Fee Cap, the finance department of the Company will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the Service Fee Cap is required, report particulars to the Board and hold a Board meeting for considering the matters in relation thereto to ensure compliance with the requirements under the Listing Rules.; and 2. The independent non-executive Directors and auditor of the Company will conduct an annual review with respect to the continuing connected transactions conducted by the Group throughout the preceding financial year (including the transactions relating to the Other Financial Services) and will provide annual confirmations pursuant to the requirements under the Listing Rules to ensure that the continuing connected transactions (including the transactions relating to the Other Financial Services) are in accordance with the terms of the New Financial Services Framework Agreement and other relevant agreements governing such transactions, on normal commercial terms, fair and reasonable, and in accordance with the pricing policies and the proposed Service Fee Cap. Shougang Finance Company has provided the Group with efficient, economical and flexible financial services under the Existing Financial Services Framework Agreement. As at 30 June 2024, the total assets of Shougang Finance Company amounted RMB52.697 billion, with a capital adequacy ratio of 26.12% and a liquidity ratio of 48.13%, which has a healthy capital structure and professional risk management capability. Renewing the Existing Financial Services Framework Agreement and maintaining continued cooperation with Shougang Finance Company will help the Group expand financing channels, optimize financial management, improve capital utilization efficiency and reduce financing costs. The transactions contemplated under the New Financial Services Framework Agreement are on normal commercial terms. In respect of the Credit Services, the interest rate or fee rate provided by Shougang Finance Company to the Group will not be higher than the interest rate or fee rate of the same type of credit services quoted by other domestic or overseas financial institutions, which would enable the Group to reduce financing costs. In respect of the Deposit Services, the deposit interest rate in relation to the Deposit Services will be not lower than the interest rates the Group would receive from major domestic or overseas commercial banks, which would enable the Group to generate higher interest income therefrom. In respect of the Other Financial Services, the relevant service fees shall not be higher than the service fees of the same type of services charged by major domestic or overseas financial institutions and the average fees charged by Shougang Finance Company for the same type of services provided to other parties. Compared with Existing Financial Services Framework Agreement, the services under the New Financial Services Framework Agreement are still on a non-exclusive basis. The Group has the right to decide whether or not to choose Shougang Finance Company to provide the financial related services based on its actual needs, and also has the right to choose other financial institutions to provide the relevant services. In view of the above reasons, the Directors (including the independent non-executive Directors but excluding the Directors who have abstained from voting on the relevant Board resolutions) consider that the New Financial Services Framework Agreement and the transactions contemplated thereunder are fair and reasonable, are entered into on normal commercial terms or better in the ordinary and usual course of business of the Group and are in the interests of the Company and its Shareholders as a whole.

Appears in 1 contract

Sources: Financial Services Framework Agreement

Other Financial Services. The internal control measures on the determination of service fees for the Other Financial Services are as follows: 1. Before entering into any separate service agreement with Shougang FinanceFinance Company, the Group will obtain and review the service fees and terms for the same type of financial services quoted by at least three other major domestic or overseas financial institutions.; and 2. The Group will enter into separate service agreement(s) with Shougang Finance Company as and when necessary to ensure that the service fees of the Other Financial Services will be no less favourable to the Group than the service fees for the same type of financial services quoted by the other domestic or overseas financial institutions. The internal control measures on monitoring the proposed Service Fee Cap in relation to the Other Financial Services are as follows: 1. The finance department of the Company shall monitor aggregate amount of continuing connected transactions relating to the Other Financial Services from time to time. In the event that the service fees incurred and to be incurred in respect of the Other Financial Services are expected to reach the Service Fee Cap, the finance department of the Company will follow up forthwith by reporting and proposing a response to the management of the Company, and in case that an amendment to the Service Fee Cap is required, report particulars to the Board and hold a Board meeting for considering the matters in relation thereto to ensure compliance with the requirements under the Listing Rules.; and 2. The independent non-executive Directors and auditor of the Company will conduct an annual review with respect to the continuing connected transactions conducted by the Group throughout the preceding financial year (including the transactions relating to the Other Financial Services) and will provide annual confirmations pursuant to the requirements under the Listing Rules to ensure that the continuing connected transactions (including the transactions relating to the Other Financial Services) are in accordance with the terms of the Financial Services Framework Agreement and other relevant agreements governing such transactions, on normal commercial terms, fair and reasonable, and in accordance with the pricing policies and the proposed Service Fee Cap.

Appears in 1 contract

Sources: Financial Services Framework Agreement