TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
108
LETTER TO SHAREHOLDERS
TUNG LOK RESTAURANTS (2000) LTD
(Incorporated in the Republic of Singapore)
(Company Registration Number: 200005703N)
1.
INTRODUCTION
1.1 At the 2011 EGM, the Company obtained the IPT Mandate whereby authority was given to the Company and/or its
subsidiaries to enter into IPTs with GSH and the GSH Associates (including the TYJ Group and T&T) in the ordinary
course of business provided that such transactions are made on normal commercial terms and in accordance with the
review procedure of such transactions. The IPT Mandate has been subsequently renewed annually at the Company’s
AGM. The most recent renewal was approved by the Shareholders at the Company’s AGM held on 30 July 2015.
1.2 Resolution 9 in the Notice of Annual General Meeting relates to the renewal of the IPT Mandate. This Appendix is to
provide the Shareholders with the relevant information relating to the above. The approval of Shareholders for the
renewal of the IPT Mandate will be sought at the AGM to be held on 28 July 2016.
2.
THE PROPOSED RENEWAL OF THE IPT MANDATE
2.1 The IPT Mandate renewed at the AGM held on 30 July 2015 was expressed to have effect until the next AGM of the
Company. As such, the abovesaid IPT Mandate will expire on 28 July 2016. Pursuant to Rule 920 of the Catalist Rules,
the Company will seek Shareholders’ approval for the proposed renewal of the IPT Mandate.
2.2 The proposed renewal of the IPT Mandate will enable the Company and/or its subsidiaries which are considered to be
Entities at Risk within the meaning of Rule 904(2) of the Catalist Rules, in their ordinary course of business, to enter into
categories of transactions with specified classes of the Company’s interested persons, provided that such transactions
are entered into on normal commercial terms and will not be prejudicial to the interests of the Company and /or its
minority Shareholders.
2.3 There is no change in the categories of transactions, entities at risk and interested persons in the proposed renewal of
the IPT Mandate.
2.4 The renewed IPT Mandate will take effect from the passing of the ordinary resolution relating thereto at the forthcoming
AGM and will (unless revoked or varied by the Company in a general meeting) continue in force until the next AGM of
the Company. Approval from the Shareholders will be sought for the renewal of the IPT Mandate at the next AGM and at
each subsequent AGM of the Company, subject to satisfactory review by the Audit and Risk Committee of its continued
relevance and application to the transactions with the Interested Persons and confirms that the methods or review
procedures for the transactions with Interested Persons are sufficient to ensure that the transactions are carried out on
normal commercial terms and will not be prejudicial to the interests of the Company and/or its minority Shareholders.
3.
CHAPTER 9 OF THE CATALIST RULES
Chapter 9 of the Catalist Rules governs transactions by the Company and/or its subsidiaries, with interested persons.
The purpose is to guard against the risk that interested persons could influence the listed company, its subsidiaries
or associated companies to enter into transactions with interested persons that may adversely affect the interests of
the listed company or its shareholders. An interested person transaction includes the provision or receipt of financial
assistance, the acquisition, disposal or leasing of assets, the provision or receipt of services, the issuance or
subscription of securities, the granting of or being granted options, and the establishment of joint ventures or joint
investments, whether or not in the ordinary course of business, and whether or not entered into directly or indirectly.
An “interested person” is defined to mean a Director, Chief Executive Officer or Controlling Shareholder or the listed
company or an associate of such Director, Chief Executive Officer or Controlling Shareholder.
