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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

there is no specific threshold for approval of Recurrent Related Party Transactions

within the Group. However, all recurrent related party transactions are subject to the

approval by the Audit & Risk Management Committee (“ARMC”) from time to time.

The Group has established the following procedures to ensure that the transactions with

Related Parties are undertaken on arm’s length basis and on normal commercial terms,

and on transaction prices and terms not more favourable to the Related Parties than those

generally available to the public:

a list of Related Parties will be circulated within the organisation to notify that all

transactions with Related Parties are required to be undertaken on an arm’s length

basis and independent of undue influence from Related Parties and on normal

commercial terms and on terms not more favourable to the Related Parties than

those generally available to the public;

ii)

all transactions with Related Parties, regardless of the transaction value, will be

reviewed by the sub-committee which is appointed and authorised by the ARMC of

the Company;

iii)

a register will be maintained by the Group to record all transactions with Related

Parties which are entered into pursuant to the Proposed Shareholders’ Mandate;

iv)

the internal audit will conduct periodic reviews of all identified and reported

transactions with Related Parties to determine whether internal guidelines and

procedures have been complied with. The internal audit will also conduct an annual

review of the system of controls to ensure that all Recurrent Related Party

Transactions are identified and reported; and

the Board and the ARMC will review the internal audit reports and/or any other

reports required from time to time to determine whether established guidelines and

procedures have been adhered to and if there is a need for further review or to

improve the procedures.

Where any Director or any Person Connected with him/her has an interest (direct or

indirect) in any Recurrent Related Party Transaction, such Director shall abstain from

deliberation and voting on any decision to be taken by the Board in respect of such

Recurrent Related Party Transaction, if any. Where any member of the ARMC is interested

in any Recurrent Related Party Transaction, that member shall abstain from deliberation

and voting on any decision to be taken by the ARMC with respect to such transaction.

Pursuant to Paragraph 10.09 of the Listing Requirements, in a meeting to obtain the

Proposed 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.