INTERNAL CONTROL PROCEDURES Clause Samples

INTERNAL CONTROL PROCEDURES. As a public entity, REIT is required to comply with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as may be amended from time to time (“Section 404”). Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article III and Section 8.4 hereof), if the Business Manager shall determine that, to provide services to and for the benefit of the Business Manager and REIT, Service Provider must comply with the requirements of Section 404, then the Business Manager and Service Provider shall develop and implement an internal control plan or other processes and procedures (or amend and revise any existing internal control plan, processes and procedures) to comply with the requirements (collectively, the “Internal Control Plan”). Once developed and implemented, Service Provider shall use its reasonable best efforts to have its internal controls comply in all respects with the requirements of Section 404. The cost and expense of development and initial implementation of any Internal Control Plan shall be borne by all clients of Service Provider that require Service Provider to comply with Section 404. Upon determination that an Internal Control Plan must be developed and implemented, Service Provider, the Business Manager and all other clients of Service Provider requiring Service Provider to comply with Section 404 shall, in good faith, negotiate an equitable allocation of the costs and expenses of the development and implementation of the Internal Control Plan between and among the parties. The foregoing provisions regarding payment and allocation of the costs and expenses of development and implementation of any Internal Control Plan shall not apply to any Internal Control Plan developed and implemented, or in the process of being developed and implemented, on or prior to the date of this Agreement.

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 transa...

INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control measures to ensure that the Continuing Connected Transactions are in accordance with the pricing policies and the terms of the Production Water Supply Agreement, and in compliance with the Listing Rules: (i) the finance department of the Company shall obtain and monitor all the quotations and/or pricing records as reference price of the Continuing Connected Transactions to ensure the prices of production water supplied by the Parent Company to Huineng Thermal Power are no less favourable to the Group than the prices at which such water is supplied by other independent third parties to the Group; (ii) the finance department of the Company shall monitor and ensure that the Continuing Connected Transactions are conducted in accordance with the terms of the Production Water Supply Agreement and the Annual Caps are not exceeded; (iii) the Board will continue to periodically review the Company’s internal control systems and their effectiveness; and (iv) the independent non-executive Directors shall, and the Company shall engage its external auditors to, conduct annual review of the Continuing Connected Transactions and the Annual Caps in accordance with the requirements of the Listing Rules.

INTERNAL CONTROL PROCEDURES. To secure the Shareholders’ interests, Shandong Finance has given certain undertakings under the New Financial Services Agreement and the Company has adopted certain internal control procedures, pursuant to which: 1. Shandong Finance shall ensure that it is in strict compliance with the requirements of the relevant PRC financial laws and regulations; 2. the monthly report or financial statements of Shandong Finance for each month will be provided to the Group; 3. the Company shall regularly review and obtain the relevant documents such as account books, financial statements and audit reports of Shandong Finance in order to assess the business of Shandong Finance and its financial risk and position; and 4. the Company shall be notified within two business days upon the occurrence of circumstances that may cause harm to the security of the Group’s deposits or on the occurrence of any other circumstances that may jeopardise the security of the Group’s deposits. In the event that the relevant risks cannot be eliminated, the Company shall take relevant actions to withdraw all deposits. The Board considers that the above undertakings given by Shandong Finance and internal control procedures adopted by the Company in respect of the transactions under the New Financial Services Agreement are appropriate and that they will give sufficient assurance to the Shareholders that the transactions under the New Financial Services Agreement will be appropriately monitored by the Company.

INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control measures to ensure that the Continuing Connected Transactions are in accordance with the respective pricing policies and the respective terms of the Industrial Waste Treatment Agreement and the Industrial Goods Procurement Agreement, and in compliance with the Listing Rules: (i) the finance department of the Company shall obtain and monitor all the quotations and/ or pricing records as reference prices of the Industrial Waste Treatment Agreement and the Industrial Goods Procurement Agreement to ensure that the prices of the Industrial Waste Treatment Services offered by the Weiqiao Xinxing Industrial Group to the Group are not higher than the prices offered by other independent third parties in proximity to the Weiqiao Xinxing Industrial Group to the Group for providing the same or comparable types of services, and to ensure that the prices of industrial goods supplied by the Weiqiao Xinxing Industrial Group to the Group are not higher than the prices at which such industrial goods are supplied by the Weiqiao Xinxing Industrial Group to other independent third parties in the PRC (in the case of electrolyte powder), or supplied by other independent third parties in proximity to the Weiqiao Xinxing Industrial Group (in the case of carbon powder); (ii) the finance department of the Company shall monitor and ensure that the Continuing Connected Transactions are conducted in accordance with the terms of the relevant agreements and the respective annual caps for the Continuing Connected Transactions are not exceeded; (iii) the Board will continue to periodically review the Company’s internal control systems and their effectiveness; and (iv) the independent non-executive Directors shall, and the Company shall engage its external auditors to, conduct annual review of the Continuing Connected Transactions and the respective annual caps for the Continuing Connected Transactions in accordance with the requirements of the Listing Rules.

INTERNAL CONTROL PROCEDURES. Process for Approval and Monitoring of Individual Transactions.

INTERNAL CONTROL PROCEDURES. In addition to the annual review by the auditors and independent non-executive Directors pursuant to the requirements of Chapter 14A of the Listing Rules, the Company implements concrete internal control arrangements to ensure that the terms of the transactions under the Master Agreement are conducted on normal commercial terms and no less favourable to the Group than the terms available from independent third parties, in particular:

INTERNAL CONTROL PROCEDURES. To secure the shareholders’ interests, GDH Finance has given certain undertakings under the Financial Services Agreement and the Company has adopted certain internal control procedures, pursuant to which the finance department of the Company conducts monthly tracking, monitoring and verification of the progress of the Company's transactions. The audit committee of the Board continues to conduct a rigorous review of continuing connected transactions to ensure the completeness and effectiveness of the internal control measures relating to continuing connected transactions. The Board considers that the above internal control procedures adopted by the Company in respect of the transactions under the Financial Services Agreement are appropriate and that they will give sufficient assurance to the shareholders that the transactions under the Financial Services Agreement will be appropriately monitored by the Company.

INTERNAL CONTROL PROCEDURES. The Company has extended existing internal controls applicable to the use of certain spreadsheets to spreadsheets used in the preparation of pro forma financial information for acquired companies and portfolios in order to address the material weakness identified by the Company and described in the Prospectus and such internal controls were in existence for certain spreadsheets and determined to be effective with respect to the use of such spreadsheets upon the completion of the Company’s most recent annual audit.