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If it is determined that the guidelines and/or procedures stated in Section 2.4 are inadequate to ensure that
i) the Related Party Transactions will be conducted at arm’s length basis and on normal commercial terms not more favourable to the
Related Parties than those generally available to the public; and
ii) such transactions are not to the detriment of the minority Shareholders of the Company or prejudicial to the interests of the
Shareholders,
the Company will obtain a fresh Shareholders’ mandate based on new guidelines and procedures.
The Audit Committee has the discretion to request for limits to be imposed or for additional procedures to be followed if it considers such
a request to be appropriate. In that event, such limits or procedures may be implemented without the approval of Shareholders, provided
that they are more stringent than the existing limits or procedures.
The Audit Committee of the Company has reviewed the terms of the Proposed Shareholders’ Mandate and is satisfied that the review
procedures for Related Party Transactions, as well as the annual reviews to be made by the Audit Committee in relation thereto, are
sufficient to ensure that Related Party Transactions will be made at arm’s length basis and on normal commercial terms not more
favourable to the related parties than those generally available to the public and are not detrimental to the minority Shareholders of the
Company, and hence, will not be prejudicial to the Shareholders or disadvantageous to the Group.
The Group has in place adequate procedures and processes to monitor, track and identify Related Party Transactions in a timely and orderly
manner, and such procedures and processes are reviewed on an annual basis or whenever the need arises.
2.6 Validity period
The authority to be conferred pursuant to the Proposed Shareholders’ Mandate, if approved at the forthcoming AGM, will continue to be in
force until:
i) the conclusion of the next AGM of the Company following the forthcoming AGM at which the Proposed Shareholders’ Mandate is
approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is again renewed;
ii) the expiration of the period within which the next AGM of the Company after the forthcoming AGM is required to be held pursuant to
Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the
Companies Act, 1965); or
iii) revoked or varied by resolution passed by the Shareholders in a general meeting,
whichever is earlier.
Thereafter, approval from the Shareholders for subsequent renewals of the mandate will be sought at each subsequent AGM of the
Company subject to a satisfactory review by the Audit Committee of its continued application to Related Party Transactions.