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An interested Director or interested Major Shareholder must also ensure that Persons

Connected with him/her abstain from voting on the resolution approving the transactions.

Interested Directors shall also abstain from deliberating at Board meetings in respect of

the Recurrent Related Party Transactions in which they are interested.

Disclosure will be made in the Company’s Annual Report detailing the aggregate value of

transactions conducted pursuant to the Proposed Shareholders’ Mandate during the

financial year. Disclosure will also be made in the Annual Reports for subsequent financial

years during which the shareholders’ mandate remains in force.

The Proposed Shareholders’ Mandate, if approved at the 54

AGM, will continue to be in

force until the next AGM of the Company. Thereafter, shareholders’ approval will be

sought for the renewal of such mandate at each subsequent AGM subject to a satisfactory

review by the ARMC of its continued application to Recurrent Related Party Transactions.

2.5 Statement by ARMC

The ARMC has the overall responsibility of determining whether the procedures and

processes for monitoring, tracking and reviewing Recurrent Related Party Transactions

are adequate and appropriate. The ARMC also has the authority to delegate this

responsibility to such individuals within the Company as it shall deem fit. The ARMC shall

review and ascertain whether the guidelines and procedures established to monitor

Recurrent Related Party Transactions have been complied with.

The ARMC 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 ARMC 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 ARMC 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 54

AGM, will continue to be in force until:

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.