TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
110
LETTER TO SHAREHOLDERS
As the Group, the TYJ Group and their respective associated companies are in complementary businesses, the
Group and its associated companies has from time to time, had various business dealings with the TYJ Group and its
associated companies in their ordinary course of business. In April 2005, the Company’s subsidiary, Tung Lok Millennium
Pte Ltd, together with TYJ’s subsidiary, Maker Food Manufacturing Pte Ltd, set up a joint venture company, T&T, to
carry out the manufacturing and sale of various food products. The Company and TYJ each have equal control of the
financial and operating policies of T&T. The joint venture was conceived due to the synergies between the business of
the Group and that of the TYJ Group. Such synergies, amongst other things, include the existing distribution network
and contacts that the TYJ Group has as a distributor of frozen food products, which T&T can tap on.
GSH has been a Director of the Company since 23 June 2011. GSH is a Controlling Shareholder and has an interest
of more than 30% of the total issued shares in the capital of TYJ. As a result, GSH is deemed interested in the shares
of the Company owned by TYJ, a Controlling Shareholder of the Company. GSH and the GSH Associates would be
“
Interested Persons
” within the meaning of Rule 904 of the Catalist Rules. As such, transactions between the Group
and its Associated Companies and GSH and the GSH Associates will constitute “
Interested Person Transactions
”
under Chapter 9 of the Catalist Rules.
The IPT Mandate was proposed to enable the Entities at Risk to enter into recurrent transactions (more particularly
set out in paragraph 4.4)
in the ordinary course of its business with the Interested Persons (more particularly set out
in paragraph 4.2),
provided that such transactions will be carried out on normal commercial terms and will not be
prejudicial to the interests of the Company and/or its minority Shareholders.
4.2 Classes of Interested Persons
The IPT Mandate will apply to the following classes of Interested Persons:
(a)
GSH; and
(b)
the GSH Associates (including the TYJ Group and T&T).
T&T, being (i) an Associated Company of the Company (over which the Group has joint control with the TYJ Group); and
(ii) a GSH Associate (being a company in which GSH indirectly has an interest of 30% or more), would be deemed both
an “
Entity at Risk
” and an “
Interested Person
” respectively for the purposes of the IPT Mandate.
4.3
Scope of the IPT Mandate
The IPT Mandate will cover a wide range of transactions arising from the ordinary course of business of the Entities at
Risk as set out in paragraph 4.4 below.
Under the IPT Mandate, transactions below S$100,000 shall be included for the purposes of aggregation under Rules
905 and 906 of the Catalist Rules.
Transactions between the Entities at Risk with interested persons that do not fall within the ambit of the IPT Mandate will
be subject to the relevant provisions of Chapter 9 of the Catalist Rules.
