| | (a) | the purchase of raw
materials and supplies for its business; |
| | | |
| | (b) | rental of office
space for its operations; |
| | | |
| | (c) | payment of insurance premium for coverage of corporation assets, staff and projects; |
| | | |
| | (d) | the purchase and
maintenance of computers for corporation or project use; and |
| | | |
| | (e) | the requisition of management, secretarial, internal audit and other support services for its business. |
| | | |
| 3.1.4 | Annual renewal |
| | | |
| | The Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate will only continue to be in force until - |
| | | |
| | (a) | the conclusion of the
first annual general meeting of the listed corporation following the general
meeting at which such Mandate was passed, at which time it will lapse, unless
by a resolution passed at the meeting, the authority is renewed; |
| | | |
| | (b) | the expiration of the
period within which the next annual general meeting after the date it is
required to be held pursuant to section 143(1) of the Companies Act, 1965 (“CA”)
(but will not extend to such extension as may be allowed pursuant to section
143(2) of CA); or |
| | | |
| | (c) | revoked or varied by
resolution passed by the shareholders in general meeting, |
| | | |
| | whichever is the earlier. |
| | | |
| 3.1.5 | Annual report |
| | | |
| | In making the disclosure of the aggregate value of Recurrent Related Party Transactions conducted pursuant to the Mandate in a listed corporation's annual report, a listed corporation must provide a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year, amongst others, based on the following information: |
| | | |
| | (a) | the type of the
Recurrent Related Party Transactions made; and |
| | | |
| | (b) | the names of the
related parties involved in each type of the Recurrent Related Party
Transactions made and their relationship with the listed corporation. |
| | | |
3.2 | Notwithstanding the
clarifications above, the following are not regarded as Recurrent Related Party
Transactions and as such the Mandate does not apply: |
| | |
| (a) | the acquisition or
disposal of land or land-based property except in circumstances set out in
paragraph 3.3(a) below; |
| | |
| (b) | the acquisition or disposal of vessels, air crafts and plants; |
| | |
| (c) | the entry into a lease of - |
| | |
| | (i) | a property for a period exceeding 3 years; or |
| | | |
| | (ii) | such other assets, |
| | | |
| | which involve payments of rental or such consideration on a lump sum basis (i.e. other than on an equal pro-rated monthly or annual instalments); |
| | | |
| (d) | the provision of financial assistance pursuant to Rule 8.25 of the Listing Requirements; |
| | |
| (e) | the acquisition or
disposal of securities except in the circumstances set out in paragraph 3.3(b)
below; |
| | |
| (f) | the entry into joint
ventures; |
| | |
| (g) | the grant or exercise
of an option in relation to matters set out in subparagraphs (a), (b), (c) and
(e) above; and |
| | |
| (h) | such other
transactions as may be determined by the Exchange from time to time. |
| | |
3.3 | Notwithstanding
paragraph 3.2 of this Guidance Note - |
| | |
| (a) | a listed corporation
classified under the Exchange's property sector may procure a Mandate for
acquisition or disposal of land or land-based property provided that the
transaction is a Recurrent Related Party Transaction and any one of the
percentage ratios is not more than 10%; and |
| | |
| (b) | a listed corporation
under Rule 9.20(2)(a) and (c) of the Listing Requirements may procure a Mandate
for acquisition or disposal of securities which is a Recurrent Related Party
Transaction. |
| | |
3.4 | Notwithstanding
paragraph 3.2(d) above and subject to Rule 10.09 of the Listing Requirements
and the other provisions of this Guidance Note, a listed corporation may obtain
a Mandate in respect of the following Recurrent Related Party Transactions: |
| | |
| (a) | the pooling of funds
within the listed corporation's group of companies via a centralised treasury
management function or such similar arrangements which entails the provision of
financial assistance by the listed corporation, its subsidiaries not listed on
any stock exchange or both, on a short or medium term basis provided that - |
| | |
| | (i) | the listed
corporation in seeking such a mandate in accordance with Rules 8.25 and 10.09
of the Listing Requirements, must include in its circular, in addition to such
other information as prescribed under the Listing Requirements, the estimated
amounts or value of financial assistance ("Estimate"); and |
| | | |
| | (ii) | notwithstanding Rule 10.09(2)(e) of the Listing Requirements, if the
actual amount of financial assistance provided or rendered exceeds the
Estimate, the listed corporation must immediately announce the same to the
Exchange. If the percentage ratio of the
amount of financial assistance provided or rendered in excess of the Estimate
is 5% or more, the listed corporation must comply with Rule 10.08 of the
Listing Requirements. |
| | | |
| | For purposes of this paragraph - |
| | | |
| | (aa) | "short or
medium term basis" means for a duration not exceeding 3 years; and |
| | | |
| | (bb) | "group of
companies" means the subsidiaries, associated companies of the listed
corporation and the listed corporation's immediate holding company which is
listed. |
| | | |
| (b) | provision of
guarantee, indemnity or such other collateral to or in favour of another person
which is necessary in order to procure a contract or secure work from the other
person or to enable the other person to commence and/or complete a contract or
work for the listed corporation or its subsidiaries. |
| | |
| (c) | provision of financial assistance in respect of the business of - |
| | | |
| | (i) | leasing, factoring or
hire purchase carried out by a listed corporation or its subsidiaries not
listed on any stock exchange; or |
| | | |
| | (ii) | share financing or
share margin financing carried out by a listed corporation or its subsidiaries not
listed on any stock exchange which is a Participating Organisation; or |
| | | |
| | (iii) | such other similar
business that may be determined by the Exchange. |
| | | |
4.0 | Information in
circular and announcement |
4.1 | A listed corporation
must include such information as set out in Annexure GN8-A and Annexure GN8-B respectively in the
circular and announcement required under Rule 10.09(2)(c) and (e) of the
Listing Requirements. Back to Top |
| |
| Annexure GN8-A |
| Annexure GN8-B.pdf |
| |