7
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 appro
ved, 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 s
hareholders’ approval on a case
-by-case basis
before entering into such Recurrent Related Party Transactions. As such, the Board is seeking a
s
hareholders’ 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 co
nvene separate general
meetings from time to time to seek s
hareholders’ 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.
