Contents of circular to shareholders for shareholder mandate​ ​
(paragraph 4.1)
​(1)A heading drawing attention to the importance of the circular and advising holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers.
​(2)A statement that  Bursa Malaysia Securities Berhad takes no responsibility for the contents of the circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the document.
​(3)The principal business activity of the listed issuer and its subsidiaries, the details of the nature of the Recurrent Related Party Transactions contemplated under the Mandate including the activities, products, and the estimated aggregate value of the respective Recurrent Related Party Transactions contemplated under the Mandate, and the details of the class of related parties with whom the Recurrent Related Party Transactions will be carried out including the relationship with the listed issuer and the names of these parties. Where it is not possible to determine the estimated value of the Recurrent Related Party Transaction, to state the reason. FAQ 10.50
​(4)The rationale for, and the benefit to, the listed issuer or its subsidiary transacting with the related party.
​(5)The listed issuer’s methods or procedures to ensure that the Recurrent Related Party Transactions contemplated under the Mandate are undertaken on transaction prices and terms not more favourable to the related party than those generally available to the public and are not to the detriment of the minority shareholders.
​(6)The audit committee’s view on whether the procedures above are sufficient to ensure that Recurrent Related Party Transactions are not more favourable to the related party than those generally available to the public and are not to the detriment of the minority shareholders.
​(7)The interest, direct or indirect, of the directors and/or major shareholders and/or persons connected with a director or major shareholder in the proposal and the related party’s direct and indirect shareholdings in the listed issuer.
​(8)A statement that the interested directors have abstained and/or will abstain from board deliberation and voting on the relevant resolution.
​(9)A statement that the director, major shareholder and/or person connected with a director or major shareholder, which has/have any interest, direct or indirect, in the proposal will abstain from voting in respect of his/their direct and/or indirect shareholdings. Where the person connected with a director or major shareholder has any interest, direct or indirect, in the proposal, 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 deliberating or approving the proposal at the general meeting.
​(10)A statement by the board of directors whether the proposal is in the best interest of the listed issuer and where a director disagrees with such statement, a statement by the director setting out the reasons and the factors taken into consideration in forming that opinion.

 

​(11)The thresholds for the approval of Recurrent Related Party Transactions within the listed issuer’s group of companies. FAQ 10.53
​(12)A statement that at least 2 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 produces/services and/or quantities.  In the event that 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), to state how the transaction price will be determined and ensure that the Recurrent Related Party Transaction is not detrimental to the listed issuer or its group of companies. FAQ 10.54
​(13)A statement by the audit committee that the group of companies has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner, and the frequency of review of these procedures and processes.
​(14)​The actual value transacted of each Recurrent Related Party Transaction, from the date on which the existing mandate was obtained up to the latest practicable date before the printing of the draft circular ("Actual Value"). FAQ 10.49
​(15)​The estimated value of each Recurrent Related Party Transaction as disclosed in the preceding year's circular to shareholders ("Estimated Value").
​(16)The reasons for the deviation, where the Actual Value exceeds the Estimated Value by 10% or more.
(16A)Where a sum is due and owing to a listed issuer by its related party pursuant to a Recurrent Related Party Transaction, a breakdown of the principal sum and interest for the total outstanding amount due under the Recurrent Related Party Transaction which exceeded the credit term for the following periods as at the end of each financial year:
​(a)a period of 1 year or less;
​(b)a period of more than 1 to 3 years;
​(c)a period of more than 3 to 5 years; and
​(d)a period of more than 5 years.
​(16B)The following particulars must be disclosed together with the information in paragraph 16A above:
​(a)any late payment charges imposed and where no late payment charges are imposed, to state the reasons;
​(b)the course of action(s) taken or to be taken by the listed issuer to recover the outstanding amount due; and
​(c)the listed issuer’s board of directors’ opinion on any outstanding amount long overdue including comments on its recoverability.
​(17)A recommendation from the board of directors (other than the interested directors) as to the voting action that shareholders should take.​ ​

 

​(18)An appendix containing the following information:
​(a)a responsibility statement by the directors that the circular has been seen and approved by the directors of the listed issuer and that they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief there are no other facts the omission of which would make any statement in the circular misleading;
​(b)where a person is named in the circular as having advised the listed issuer or its directors, a statement that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser’s name and/or letter (where applicable) in the form and context in which it is included;
​(c)a statement of all material contracts (not being contracts entered into in the ordinary course of business) entered into by the listed issuer and/or its subsidiaries within 2 years immediately preceding the date of the circular.  The following particulars must be disclosed in respect of each such contract:
​(i)the date of the contract;
​(ii)the parties of the contract;
​(iii)the general nature; and
​(iv)the consideration and mode of satisfaction;
​(d)a statement of all material litigation, claims or arbitration involving the listed issuer and/or any of its subsidiaries, including those pending or threatened against such corporations.  The following particulars must be disclosed:
​(i)the background;
​(ii)the date of the suit;
​(iii)the names of the plaintiff(s) and defendant(s);
​(iv)the estimate of the maximum exposure to liabilities;
​(v)the directors’/solicitors’ opinion of the outcome; and
​(vi)the status;
​(e)a statement that for a period from the date of the circular to the date of the general meeting the following documents (or copies  of the said documents) may be inspected at the registered office of the listed issuer:
​(i)the memorandum and articles of association;
​(ii)the audited financial statements of the listed issuer/group for the past 2 financial years and the latest unaudited results since the last audited financial statements;
​(iii)all reports, letters or other documents, statement of financial position, valuations and statements by any expert, any part of which is extracted or referred to in the circular;
​(iv)the letters of consent referred to in subparagraph (b) above;
​(v)the material contracts referred to in subparagraph (c) above; and
​(vi)the relevant cause papers in respect of material litigation referred to in subparagraph (d) above; and
​(19)any other information concerning the proposal as shareholders and their advisers would reasonably require and would reasonably expect to find in the circular for the purposes of making an informed assessment as to the merits of approving the proposal and the extent of the risks involved in doing so.

 

​[ End of Annexure ]

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