[ As at 13 July 2015 ] Additional contents of announcement in relation to related party transactions (paragraphs 10.08(1) and 10.08(11)(i) and (j)) |
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(1) | If the transaction requires the prior shareholder approval, 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 will abstain from voting on the resolution approving the issue at the general meeting. In the case of an interested director, a statement that the interested director has abstained and/or abstain from deliberating and voting on the relevant resolution at the board meeting. |
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(2) | If the listed issuer is required to appoint an independent adviser, a statement explaining the role of the independent adviser. |
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(3) | A statement setting out the following: |
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| (a) | whether the audit committee of the listed issuer is of the view that the transaction is - |
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| | (i) | in the best interest of the listed issuer; |
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| | (ii) | fair, reasonable and on normal commercial terms; and |
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| | (iii) | not detrimental to the interest of the minority shareholders, |
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| | together with the basis for its views; |
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| (b) | where the audit committee has sought an independent advice in forming its views, a statement to that effect; and |
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| (c) | where the views of the audit committee are different from the opinion of the independent adviser, if any, the reasons for the difference. |
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(4) | In relation to a transaction which falls within paragraph 10.08(9), a statement by the board of directors of the listed issuer setting out the following: |
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| (a) | whether the board or directors is of the view that the transaction is - |
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| | (i) | in the best interest of the listed issuer; |
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| | (ii) | fair, reasonable and on normal commercial terms; and |
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| | (iii) | not detrimental to the interest of the minority shareholders, |
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| | together with the basis for its views (collectively referred to as "Statement"); |
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| (b) | where the board of directors has sought an independent advice in forming its views, a statement to that effect; |
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| (c) | where the views of the board of directors are different from the opinion of the audit committee or independent adviser (if any) the reasons for the difference; and |
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| (d) | where a director disagrees with the Statement, a statement by the director setting out the reasons and the factors taken into consideration in forming that opinion. |
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(5) | In the case of an acquisition, the original cost of investment to the vendor and the date of such investment. |
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(6) | The total amount transacted with the same related party for the preceding 12 months. |
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