9 / 13
4
Notes:
1.
Save for the following items reported, none of the actual value of other recurrent related party
transactions as disclosed above has exceeded the estimated value by 10% or more:
• Fees paid / payable to the HEINEKEN Group for engineering and technical services
• Fees paid / payable for professional services which include procurement services, advisory
support services and other support services
• Royalties paid / payable to the HEINEKEN Group for licence to brew Heineken Beer, Tiger Beer,
Anchor Smooth and Anchor Strong Beer
• Fees received / receivable from the HEINEKEN Group for marketing and advertising services
The amounts of the above reported transactions are higher mainly due to:
• longer reporting period as a result of the change of financial year end of the Company from
30 June to 31 December i.e. 18 months instead of 12 months reporting period
• increase of cost due to weakening of Ringgit Malaysia
In respect of the fees paid / payable for professional services rendered by the HEINEKEN Group, the
Group has, during the reporting period, procured additional IT related services from the HEINEKEN
Group in line with the needs to standardize its systems and processes.
Nevertheless, the aggregated actual value of all the transactions involving the interests of HEINEKEN
Group did not exceed the aggregated estimated value as approved under the previous shareholders’
mandate by 10% or more.
2.
The purpose of consolidating the relevant transactions under the Proposed Shareholders’ Mandate
is to streamline the reporting of the relevant transactions to be in line with the HEINEKEN’s reporting
requirements.
All estimated values of the respective Recurrent Related Party Transactions from the date of the 53
rd
AGM to the next AGM are estimated based on the past transactions entered into by the Group and the
Related Parties as well as estimates made based on management’s projected sales / businesses, orders
and agreements. The actual value of these transactions may vary from the estimated value disclosed
below.
As of the financial period ended 31 December 2016, there was no amount due and owing to the Group by
its related parties arising from the Recurrent Related Party Transactions that exceeded the credit term.
2.4 Guidelines and Review Procedures for Recurrent Related Party Transactions
To ensure that such Recurrent Related Party Transactions are conducted at arm’s length and on normal
commercial terms consistent with the Group’s usual business practices and policies and will not be
prejudicial to the Company’s shareholders, the following principles will apply:
i)
transactions with the Related Parties will only be entered into after taking into account the pricing,
level of service, quality of product, market forces and other related factors on terms not more
favourable to the Related Parties than those generally available to the public and not detrimental to
the minority shareholders of the Company;
ii) transactions with Related Parties will only be entered into under similar commercial terms for
transactions with unrelated third parties, which depend on the demand and supply of the products
and subject to the availability of the products in the domestic market;
iii) should a cost plus basis of pricing be used, the appropriate mark-up to cost shall be determined on an
arm’s length price based on a percentage earned by the Company on unrelated party transactions
which are the same or very similar to the related party transactions;
iv) at least two other contemporaneous transactions with unrelated third parties for similar products /
services and / or quantities will be used as comparison, wherever possible, to determine whether the
price and terms offered to / by the Related Parties are fair and reasonable and comparable to those
offered to / by other unrelated third parties for the same or substantially similar type of products /
services and /or quantities. For certain products / services of which quotation or comparative pricing
from unrelated third parties cannot be obtained (for instance, if there are no unrelated third party
vendors / customers of similar products or services, or if the product / service is a proprietary item),
the transaction price will be determined by the Group based on those offered by / to other related
parties for the same or substantially similar type of transaction to ensure that the price and terms of
the Recurrent Related Party Transaction are fair and reasonable to the Group; and