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On 8 September 2010, the Company announced to Bursa Securities that it proposes to seek Shareholders’ approval for the Proposed
Shareholders’ Mandate at the forthcoming 46th AGM to be held on 4 November 2010.
The purpose of this Circular is to provide you with information on the Proposed Shareholders’ Mandate and to seek your approval for the
resolution relating to the Proposed Shareholders’ Mandate to be tabled at the forthcoming AGM under the agenda of Special Business as set out
in the Notice of AGM contained in the Annual Report of the Company for the financial year ended 30 June 2010. The Notice of AGM is enclosed
together with the said Annual Report of the Company for the financial year ended 30 June 2010.
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE
2.1 Provisions under the Listing Requirements
Pursuant to Chapter 10, Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a Shareholders’ mandate in respect of
related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations
subject to the following:
i) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally
available to the public;
ii) the Shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of
transactions conducted pursuant to the Shareholders’ mandate during the financial year where the aggregate value is equal to or more
than the threshold prescribed under Paragraph 10.09(1) of the Listing Requirements;
iii) in a meeting to obtain Shareholders’ mandate, the interested Director, interested Major Shareholder or interested Person Connected
with a Director or Major Shareholder and where it involves the interest of an interested Person Connected with a Director or Major
Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or
interested Major Shareholder must also ensure that Persons Connected with him/her abstain from voting on the resolution approving
the transactions; and
iv) the Company immediately announces to Bursa Securities when the actual value of any Recurrent Related Transactions entered into
by the Group, exceeds the estimated value of the Recurrent Related Transactions disclosed in the circular by 10% or more and must
include the information as may be prescribed by Bursa Securities in its announcement.
It is anticipated that companies within the Group would, in the ordinary course of business, enter into Recurrent Related Party Transactions
with the parties stated in Section 2.2 as mentioned below, the nature of which are further detailed in Section 2.3 below. It is likely that
such transactions will occur with some degree of frequency and could arise at any time.
In view of the time-sensitive, confidential and frequent nature of such Related Party Transactions, the Board is seeking Shareholders’
approval for the Proposed Shareholders’ Mandate for the Group to enter into transactions in the normal course of business within the
classes of Related Parties as set out in Section 2.2 below, provided that such transactions are entered into at arm’s length and on normal
commercial terms which are not more favourable to the Related Parties than those generally available to the public and which will not
be detrimental to the minority Shareholders of the Company. Such Recurrent Related Party Transactions will be subject to the review
procedures as set out in Section 2.4 below.
The Proposed Shareholders’ Mandate will take effect from the passing of the ordinary resolution proposed at the forthcoming AGM and will
continue to be in force (unless revoked or varied by the Company in general meeting) until the conclusion of the next AGM of the Company.
Thereafter, approval from the Shareholders for subsequent renewals will be sought at each subsequent AGM of the Company.
Disclosure will be made in the Company’s Annual Report of the aggregate value of the Recurrent Related Party Transactions conducted
pursuant to the Proposed Shareholders’ Mandate during the financial year and in the Annual Reports for subsequent financial years during
which the Shareholders’ Mandate continues in force.