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[ As at 13 July 2015 ]


Additional contents of circular to shareholders in relation to related party transactions
(Rule 10.08(2)(b))

(1)The interested parties' direct and indirect shareholdings in the listed corporation.
(2)A statement that the interested directors have abstained and/or will abstain from board deliberation and voting on the relevant resolution.
(3)A statement that the director, major shareholder and/or person connected with a director or major shareholder, which have any interest, direct or indirect, in the transaction will abstain from voting in respect of their direct and/or indirect shareholdings. Where the person connected with a director or major shareholder has interest, direct or indirect, in the transaction, a statement that the director or major shareholder concerned will also abstain from voting in respect of his direct and/or indirect shareholdings. Further, a statement that such interested director and/or major shareholder has/have undertaken that he/they will ensure that the persons connected with him/them abstain from voting on the resolution approving the issue at the general meeting.
(4)The total amount transacted with the same related party for the preceding 12 months.
(5)​A separate letter by an independent adviser incorporating -
(a) an opinion as to whether the transaction is fair and reasonable so far as the shareholders are concerned and whether the transaction is to the detriment of minority shareholders and such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration, in forming that opinion; and
(b)advice to minority shareholders on whether they should vote in favour of the transaction.
(6)A statement setting out whether the audit committee of the listed corporation is of the view that the transaction is -
(a)in the best interest of the listed corporation;
(b)​fair, reasonable and on normal commercial terms; and
(c)not detrimental to the interest of the minority shareholders,
together with the basis for its views.

[ End of Appendix ]

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