TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
109
LETTER TO SHAREHOLDERS
Save as otherwise provided under Chapter 9 of the Catalist Rules, an immediate announcement and/or shareholders’
approval is required in respect of an interested person transaction if the value of the transaction is equal to or exceeds
certain financial thresholds.
(a)
An immediate announcement is required where:
(i)
the value of a proposed transaction is equal to or exceeds 3% of the Group’s latest audited consolidated
NTA (“
Threshold 1
”); or
(ii)
the aggregate value of all transactions entered into with the same interested person during the same
financial year, is equal to or more than Threshold 1. In this instance, an announcement will have to be
made immediately of the latest transaction and all future transactions entered into with that same
interested person during the financial year.
(b)
Shareholders’ approval is required where:
(i)
the value of a proposed transaction will be equal to or will exceed 5% of the Group’s latest audited
consolidated NTA (“
Threshold 2
”); or
(ii)
the aggregate value of all transactions entered into with the same interested person during the same
financial year, will be equal to or exceed Threshold 2. The aggregation will exclude any transaction that
has been approved by shareholders previously, or is the subject of aggregation with another transaction
that has been previously approved by shareholders.
(c)
The value of a transaction is the amount at risk to the listed company:
(i)
in the case of a partly-owned subsidiary or associate company, the value of the transaction is the listed
company’s effective interest in that transaction;
(ii)
in the case of a joint venture, the value of the transaction includes the equity participation, shareholders’
loans and guarantees given by the entity at risk; and
(iii)
in the case of borrowing of funds from an interested person, the value of the transaction is the interest
payable on the borrowing. In the case of lending of funds to an interested person, the value of the
transaction is the interest payable on the loan and the value of the loan.
Part VIII of Chapter 9 of the Catalist Rules allows a listed company to seek a general mandate from its shareholders for
recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, which may be
carried out with the listed company’s interested persons. The IPT mandate was such a general mandate and is subject
to annual renewal.
4.
THE IPT MANDATE
4.1 Background and relationship between the parties
The Group and its associated companies owns and/or manages more than 40 restaurants.
The TYJ Group and its associated companies are, amongst other things, carrying on business as manufacturers and
distributors of frozen foods. TYJ is also a Controlling Shareholder of the Company holding 18.21% of the total issued
share capital of the Company as at the Latest Practicable Date.
