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2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE
2.1 Provisions under the Main Market Listing Requirements
Pursuant to Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a mandate
from its shareholders to enter into recurrent related party transactions which are necessary for the
day-to-day operations of the listed issuer and its subsidiaries, 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 ensure
that Persons Connected with him/her abstain from voting on the resolution approving the
transactions; and
iv) immediately announce to Bursa Securities when the actual value of a recurrent related party
transaction entered into by the Company, exceeds the estimated value of the recurrent
related party transactions disclosed in the circular to shareholders 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 which are detailed in Section 2.3 of this Circular and that
such transactions will continue to occur with some degree of frequency and may arise at any point
in time.
In view of the forthcoming expiry of the Shareholders’ Mandate, and the time-sensitivity,
confidential and the frequent nature of such Recurrent Related Party Transactions, the Board
is seeking shareholders’ approval for the Proposed Shareholders’ Mandate at the forthcoming
50
th
AGM of the Company for the Group to enter into the Recurrent Related Party Transactions
as set out in Section 2.3 below. Such transactions are to be 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 shall 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 detailing 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.