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2.4 Review procedures
To ensure that such Recurrent Related Party Transactions are conducted at arm’s length and on normal commercial terms consistent with
the Group’s usual business practices and policies and will not be prejudicial to Shareholders of the Company, the management will ensure
that the transactions with the Related Parties will only be entered into after taking into account the pricing, level of service, quality of
product, market forces and other related factors on terms not more favourable to the Related Parties than those generally available to the
public and not detrimental to the minority Shareholders of the Company.
Transactions with Related Parties will only be entered into under similar commercial terms for transactions with third parties, which
depend on the demand and supply of the products and subject to the availability of the products in the domestic market. Should a cost
plus basis of pricing be used, the appropriate mark-up to cost shall be determined on an arm’s length price based on a percentage earned
by the Company on unrelated party transactions which are the same or very similar to the related party transactions.
At least two (2) other contemporaneous transactions with unrelated third parties for similar products / services and / or quantities will be
used as comparison, wherever possible, to determine whether the price and terms offered to / by the Related Parties are fair and reasonable
and comparable to those offered to / by other unrelated third parties for the same or substantially similar type of products / services and /
or quantities. For certain products / services of which quotation or comparative pricing from unrelated third parties cannot be obtained, the
transaction price will be determined by the Group based on those offered by / to other related parties for the same or substantially similar
type of transaction to ensure that the price and terms of the Recurrent Related Party Transaction are fair and reasonable to the Group.
The Group has established the following procedures to ensure that the transactions with Related Parties are undertaken on arm’s length
basis and on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the
public:
i) A list of Related Parties will be circulated to the companies within the Group to notify that all transactions with Related Parties
are required to be undertaken on an arm’s length basis and independent of undue influence from Related Parties and on normal
commercial terms and on terms not more favourable to the Related Parties than those generally available to the public;
ii) All transactions with Related Parties, regardless of the transaction value, will be reviewed by the sub-committee which is appointed
and authorised by the Audit Committee of the Company;
iii) A register will be maintained by each company within the Group to record all transactions with Related Parties which are entered into
pursuant to the Proposed Shareholders’ Mandate;
iv) The annual internal audit plan shall incorporate a review of all material transactions with Related Parties entered into pursuant to the
Proposed Shareholders’ Mandate to ensure that the relevant approvals have been obtained and the review procedures in respect of
such transactions are adhered to;
v) The Board and the Audit Committee shall review the internal audit reports and/or any other reports required from time to time to
ascertain that the guidelines and procedures established to monitor all transactions with Related Parties to ensure compliance with
the guidelines and procedures and the review shall be done at least once a year; and
vi) The Board and the Audit Committee have reviewed the procedures and shall continue to review the procedures as and when required,
with the authority to sub-delegate to individuals or committees within the Company as they deem appropriate.