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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
53
rd
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 340(2) of the CA 2016 (but shall not extend to such
extension as may be allowed pursuant to Section 340(4) of the CA 2016); 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 under the Proposed Shareholders’ Mandate in Section
2.3 above, will be 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.