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2.5 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 the authority is renewed by a resolution passed at a general meeting of the Company; or
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 the 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 Recurrent Related Party Transactions.
3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Recurrent Related Party Transactions entered or to be entered into by the Group are all in the ordinary course of business. They are
recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and may arise at any point in time.
These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek
shareholders’ approval on a case-by-case basis before entering into such Recurrent Related Party Transactions. As such, the Board is seeking a
shareholders’ mandate pursuant to Chapter 10, Paragraph 10.09 of the Listing Requirements to allow the Group to enter into Recurrent Related
Party Transactions described in Section 2.2 above.
The Recurrent Related Party Transaction, as outlined in Section 2.2 above, are made on 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 which are not prejudicial to the interest of the shareholders.
By obtaining the Proposed Shareholders’ Mandate, the necessity to convene separate general meetings from time to time to seek shareholders’
approval as and when such Recurrent Related Party Transactions occur would be eliminated. This would substantially reduce administrative
time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the Group
or adversely affecting the business opportunities available to the Group.
The Recurrent Related Party Transactions are intended to meet the business requirements of the Group at the best possible terms as well as
to explore beneficial business opportunities. These transactions allow the Group to be more competitive in the beer and stout industry through
synergies derived from the concentration by each party on its respective strengths, specialities and competencies.
4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandate will not have any impact on the share capital and Major Shareholders’ shareholdings of the Company
and will not have any significant impact on the net assets and earnings of the Group.
5. APPROVAL REQUIRED
The Proposed Shareholders’ Mandate is subject to the approval of the Company’s shareholders to be obtained at the forthcoming 47th AGM
to be convened.