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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 Recurrent Related Party Transactions, as
well as the annual review by the Audit Committee in relation thereto, are sufficient to ensure that
Recurrent 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 for monitoring, tracking and identifying
Recurrent 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 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 2.3 above.
The Recurrent Related Party Transaction, as outlined in Section 2.3 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.