INTERNAL CONTROL MEASURES Sample Clauses

INTERNAL CONTROL MEASURES. The Group has adopted a set of effective internal control measures to supervise the continuing connected transactions of the Group:

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 favour...

INTERNAL CONTROL MEASURES. To ensure that the transactions contemplated under the Cross Referral Services Framework Agreement (2021) will be conducted in accordance with its terms and the pricing policy and within the Proposed Annual Caps, the Group has in place the following internal control procedures to monitor the transactions contemplated under the Cross Referral Services Framework Agreement (2021):

INTERNAL CONTROL MEASURES. To safeguard the interests of the Shareholders as a whole, including the minority Shareholders, the Company has adopted internal approval and monitoring procedures relating to the transactions contemplated under the BES Hainan Catering Service Agreement, which include the followings:

INTERNAL CONTROL MEASURES. The Company has a comprehensive internal control system in place to ensure that the continuing connected transactions under the Commodity Purchase and Sale Framework Agreement are fair and reasonable and conducted in the ordinary course of business of the Company in accordance with relevant transaction agreements and on normal commercial terms or better, and in the interests of the Company and its shareholders as a whole. The relevant internal control measures include the following: 1. After determining the pricing method in accordance with the pricing policy of the Commodity Purchase and Sale Framework Agreement, the Company will take the following measures to ensure that the specific transactions are in compliance with the terms of the Commodity Purchase and Sale Framework Agreement before entering into the specific agreements. The Directors (including the independent non-executive Directors) consider that the following methods and procedures will ensure that the transactions contemplated under the Commodity Purchase and Sale Framework Agreement will be conducted on normal commercial terms and will not be detrimental to the interests of the Company and its minority shareholders: a. Government pricing or government-guided prices: determining the prices based on government pricing or government-guided prices (as the case may be) in accordance with applicable laws and regulations, and the Group will monitor the government pricing regulations or government-guided prices of the Relevant Commodities on a real-time basis; b. Market prices: The Group will actively seek to obtain market prices through various channels, for example, by comparing the terms and quoted prices of specific agreements with those of at least two third parties in the vicinity providing the same or similar services to ensure that the terms and quoted prices offered by Chengdu Communications Investment Group to the Group are fair and reasonable and that such prices are on normal commercial terms and on terms and conditions no less favourable than those on which the third parties purchase or sell (as the case may be) the Relevant Commodities from/to the Group, in order to determine whether to accept the quoted prices offered by Chengdu Communications Investment Group. If the Group considers that the quoted prices offered by Chengdu Communications Investment Group are not fair and reasonable or are not in the best interests of the Company and its shareholders as a whole, it will decide not to...

INTERNAL CONTROL MEASURES. The Company will adopt internal control procedures and corporate governance measures in relation to the transactions contemplated under the Engineering Services Strategic Cooperation Framework Agreement.

INTERNAL CONTROL MEASURES. The Group adopted the following internal control measures to ensure that the continuing connected transactions will be conducted on normal commercial terms going forward:

INTERNAL CONTROL MEASURES. The Company will adopt the following internal policies and measures to ensure that the transactions under the Parking Space Agency Framework Agreement (Phase II) are implemented in accordance with the Parking Space Agency Framework Agreement (Phase II), which, in specific, include but not limited to: (1) the management and the finance department of the Group will closely monitor through continuous and timely inquiries the execution of the Specific Contracts under the Parking Space Agency Framework Agreement (Phase II), in order to monitor and ensure that the above businesses are falling within the applicable Annual Caps; (2) the auditors of the Company will also conduct an annual review on the Parking Space Agency Framework Agreement (Phase II) and the relevant Annual Caps and provide confirmation in the annual report of the Company; (3) before entering into Specific Contracts, the business department of the Group will review and compare (i) (if any) the margin of return of similar parking space sales agency transactions (i.e. transactions of similar nature in terms of service type and content, project location, quality of the subject parking spaces, etc.) between the Group and Independent Third Parties during the same period; and (ii) (if any) levels of agency service fees of comparable projects in the nearby market of the project (i.e. transactions of similar nature in terms of service type and content, project location, pricing method, etc.), so as to ensure that the agency service fees to be received by the Company are no less favourable than those offered by Independent Third Parties; (4) the business department of the Group will (i) review the project proposal submitted each time before entering into a Specific Contract; and (ii) re-evaluate the transaction by reference to the overall average selling and leasing price of the project and the market conditions of the surrounding area of the Target Parking Spaces as at 30 June and 31 December of each year, and make use of process control to ensure that the agreed price is fair and reasonable and on par with the average price in the surrounding comparable market of the Target Parking Spaces; (5) the business department of the Group will review and consider each Specific Contract on a case-by-case basis, including but not limited to the specific project scale, project location, discount of the base price to the agreed price and potential returns etc., so as to ascertain that the deposits ratio agreed in e...

INTERNAL CONTROL MEASURES. To safeguard the interests of the Shareholders as a whole, including the minority Shareholders, the Company has adopted internal approval and monitoring procedures relating to the transactions contemplated under the Finance Lease Business Framework Agreement and the Supplemental Agreement, which include the following: The Finance Department is responsible for collecting and monitoring the information under the Finance Lease Business Framework Agreement and the Supplemental Agreement. Prior to entering into individual leasing contracts under the Finance Lease Business Framework Agreement and the Supplemental Agreement, the Finance Department will compare the major terms and financing costs associated with such arrangements to the major terms provided and financing costs charged by at least two independent third parties which provide finance leasing of a similar scale and nature in the PRC. It is intended that the Group will be sourcing such quotes from independent third parties whose operational scale and financial position are at least comparable to those of Shenzhen Jingneng Leasing having a track record of at least one year in providing similar direct leasing services. Officers handling the relevant matters shall submit a report to the head of the Finance Department and the chief financial officer of the Group for approval, which is subject to the preliminary and final review by them based on the relevant rules and regulations. The Finance Department and other relevant operation departments of the Group are jointly responsible for conducting reviews on compliance with relevant laws, regulations, the Group’s internal policies and the Listing Rules in respect of both continuing connected transactions and connected transactions. They are also jointly responsible for evaluating the transaction terms under each underlying agreement of the Finance Lease Business Framework Agreement and the Supplemental Agreement, in particular, the fairness and reasonableness of the pricing terms under each agreement. Independent non-executive Directors have also reviewed and will continue to review the terms of the Finance Lease Business Framework Agreement and the Supplemental Agreement and the transactions contemplated thereunder to ensure that the agreements are entered into on normal commercial terms and in the interests of the Company and its Shareholders as a whole. The Finance Department will monitor the direct leasing transactions under the Finance Lease Business Fram...