circular2018

2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE

2.1 Background

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:

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.

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 compliance with Paragraph 10.09(2) of the Listing Requirements, the Company now

proposes to seek the approval of its shareholders for the Proposed Shareholders’

Mandate. The Proposed Shareholders’ Mandate will allow the Group to enter into the

Recurrent Related Party Transactions referred to in Section 2.3 with the Related Parties,

provided that such transactions are 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 54

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.

The Company has disclosed the aggregate value of the Recurrent Related Party

Transactions conducted pursuant to the Proposed Shareholders’ Mandate during the

financial year ended 31 December 2017 in its Annual Report. Similar disclosure will be

made in the Company’s Annual Report for the financial year 2018 for the Recurrent

Related Party Transactions conducted pursuant to the Proposed Shareholders’ Mandate.