Common use of INTERNAL CONTROL MEASURES Clause in Contracts

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 each Specific Contract does not exceed 50% of the aggregate of the relevant value of the Target Parking Spaces and is on normal commercial terms; (6) the implementation of Specific Contracts shall be subject to the proper approval of the relevant personnel of the finance department, the compliance department and the management of the Group to ensure that the Specific Contracts are in compliance with the pricing policy and principal terms of the Parking Space Agency Framework Agreement (Phase II), and that the agency service fees are determined at prices not lower than those offered by the Group to Independent Third Parties and the deposits ratio is on normal commercial terms; (7) the independent non-executive Directors of the Company will also conduct an annual review on the implementation and execution of the Specific Contracts entered into pursuant to the Parking Space Agency Framework Agreement (Phase II) to ensure that the Specific Contracts are conducted in accordance with the terms (including the pricing policy) set out in the Parking Space Agency Framework Agreement (Phase II); (8) provision of transaction data (as one of the items in the management accounts) regularly to the management of the Company for review and monitoring. The finance department of the Company will arrange designated personnel to closely monitor the actual amount of the connected transactions under the Parking Space Agency Framework Agreement (Phase II) on a monthly basis, and will submit the transaction data to the management of the Company every month to assess the actual amount of the connected transactions as a percentage of the Annual Caps in a timely manner; (9) when reviewing the total transaction amount under the Parking Space Agency Framework Agreement (Phase II), the management of the Company will check the forecasted transaction amount with the finance and operation departments. If the actual transaction amount at any time reaches a certain percentage of the proposed Annual Caps, advice shall be sought from the audit committee of the Company and the Board on appropriate measures, including but not limited to revising the proposed Annual Caps (if necessary) in accordance with the requirements of the Listing Rules, to avoid exceeding the approved Annual Caps. If the actual transaction amount at any time exceeds 80% of the Annual Caps, the Company will closely monitor such businesses, and shall comply with the review and disclosure procedures in a timely manner if necessary; and (10) in the event that it is necessary to adjust the Annual Caps due to business development needs or other reasons, such arrangements will be made in advance and strictly in compliance with the relevant requirements under the Listing Rules.

INTERNAL CONTROL MEASURES. The Company will adopt As part of the following Group’s internal policies and measures controls systems to ensure that the transactions between the Group and its connected persons are conducted in accordance with the pricing policy under the Parking Space Leasing and Sales Agency Services Framework Agreement (Phase II) are implemented in accordance with Agreement, the Parking Space Agency Framework Agreement (Phase II), which, in specific, include but not limited toCompany will implement the following internal control arrangements: (1i) the management and the finance department of the Group Company will closely monitor through continuous and timely inquiries the execution of the Specific Contracts under the Parking Space Leasing and Sales Agency Services Framework Agreement (Phase II)Agreement, in order to monitor and ensure that the above businesses are falling within the applicable Annual Capsannual caps; (2ii) the auditors of the Company will also conduct an annual review on the Parking Space Leasing and Sales Agency Services Framework Agreement (Phase II) and the relevant Annual Caps annual caps and provide confirmation in the annual report of the Company; (3iii) before prior to entering into the Specific Contracts, the business department unit of the Group will review and compare (i) (if any) the margin agency service fee level of return of similar parking space sales agency transactions comparable markets (i.e. transactions of similar in 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 item location, pricing method, etc.), so as ) to ensure that the Group will earn agency service fees to be received by the Company are no less favourable than those offered paid by Independent Third Partiesindependent third parties; (4iv) the business department of the Group will (ia) review the proposed project proposal submitted each time before entering into a each of the Specific ContractContracts; and (iib) at the expiry of each cooperation cycle, re-evaluate the transaction by reference market situation of surrounding parking spaces according to the overall average selling price and leasing price target of sales and leases of the project and parking spaces in the market conditions of the surrounding area of the Target Parking Spaces as at 30 June and 31 December of each previous year, and make use of process control to ensure that the agreed price is fair and reasonable through process control and on par is consistent with the average price in of comparable markets around the surrounding comparable market of the Target Parking Spacestarget parking space; (5v) the business department of the Group will review and consider each the Specific Contract on a case-by-case basis, Contracts one by one and pay attention to the factors including but not limited to the specific project scale, project location, discount of the base price to the agreed price price, and potential returns returns, etc., so as to ascertain ensure that for each of the deposits Specific Contracts, the fixed margin ratio agreed in each Specific Contract does not exceed 50% of the aggregate of the relevant total value of the Target Parking Spaces target parking spaces and is are on normal commercial terms; (6vi) the implementation Group will review the latest financial position and assess the default risk and repayment ability of Specific Contracts shall be subject Dexin China Group upon the expiration of each cooperation cycle prior to committing to the proper approval renewal of a new cooperation cycle and the determination of the scale of business and the amount of the deposits to be paid; (vii) the approvals from the relevant personnel of the Group’s finance department, the compliance department and management must be obtained for the management execution of the Group Specific Contracts to ensure that the Specific Contracts are in compliance with the pricing policy and principal main terms of the Parking Space Leasing and Sales Agency Services Framework Agreement (Phase II)Agreement, and to ensure that the agency service fees are determined at prices not lower less than those offered the price received by the Group to Independent Third Parties from independent third parties and the deposits ratio is margin ratios are on normal commercial terms; (7viii) the independent non-executive Directors of the Company will also conduct an annual annually review on the implementation and execution of the Specific Contracts entered into pursuant to the Parking Space Agency Framework Agreement (Phase II) and to ensure that the Specific Contracts are conducted in accordance with based on the terms (set out under the Parking Space Leasing and Sales Agency Services Framework Agreement, including the pricing policy) set out in the Parking Space Agency Framework Agreement (Phase II); (8) provision of ix) regularly providing transaction data (as one of the items in the management accountsaccount) regularly to for the management of the Company for review and monitoring. The finance such that the financial department of the Company will arrange designated special personnel to closely monitor the actual amount of the connected transactions under the Parking Space Leasing and Sales Agency Services Framework Agreement (Phase II) and the transactions contemplated thereunder on a monthly basis, basis and will submit assess in a timely manner the transaction data to the management percentage of the Company every month to assess the actual amount of the connected transactions as a percentage of transaction to the Annual Caps in a timely mannerproposed annual caps; (9x) when while reviewing the total transaction amount under of the Parking Space Leasing and Sales Agency Services Framework Agreement (Phase II), and the management financial and operating department of the Company will check the forecasted formulate transaction amount with the finance and operation departments. If the actual transaction amount at any time reaches a certain percentage of the proposed Annual Capsforecast, seek advice shall be sought on appropriate measures from the audit committee of the Company and the Board on appropriate measures, including but not limited to revising if the actual transaction amount reaches a certain percentage of the proposed Annual Caps annual caps, on whether amending the proposed annual cap (if necessary) in accordance with the requirements of the Listing Rules, to avoid exceeding the approved Annual Caps. If Rules is required; and if the actual transaction amount at any time exceeds reaches 80% of the Annual Capsproposed annual caps at any time, the Company will closely monitor such businessespay close attention and, and shall comply with if necessary, the review and disclosure procedures will be carried out in a timely manner if necessarymanner; and (10xi) in the event that it is necessary to adjust the Annual Caps annual caps due to business development needs or other reasons, such arrangements will be made in advance and strictly in compliance with the relevant requirements under the Listing Rules.