TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
117
LETTER TO SHAREHOLDERS
4.8.6 The Audit and Risk Committee has the overall responsibility for determining the review procedures, with the authority
to delegate to individuals within the Company as it deems appropriate. The Audit and Risk Committee will conduct
periodic reviews (of not more than half-year intervals) of the review procedures for the IPTs. If, during these periodic
reviews, the Audit and Risk Committee is of the view that these review procedures are no longer appropriate to ensure
that the IPTs are transacted on normal commercial terms and will not be prejudicial to the interests of the Company
and/or its minority Shareholders, the Company will seek a fresh mandate from the Shareholders based on new review
procedures for IPTs.
4.8.7 The Audit and Risk Committee will review (i) the letters of confirmation from key management personnel, the Controlling
Shareholders and the Directors of the Company and (ii) all IPTs, on a periodic basis (of not more than half-year intervals)
and the outcome of such review shall be minuted.
4.8.8 For purposes of the above review and approval process, any Director who is not considered independent for purposes
of the IPT Mandate and/or any IPTs will abstain from and will undertake to ensure that his Associates will abstain from
voting in relation to any respective resolutions, and/or abstain from participating in the Audit and Risk Committee’s
decision during its review of the established review procedures for the IPTs or during its review or approval of any IPT.
4.8.9 The Directors will ensure that all disclosure, approval and other requirements on the IPTs, including those required by
prevailing legislation, the Catalist Rules and accounting standards, are complied with.
4.9 Validity Period of the IPT Mandate
If approved at the forthcoming AGM, the renewed IPT Mandate will take effect from the passing of the ordinary
resolution relating thereto, and will (unless revoked or varied by the Company in general meeting) continue in force until
the conclusion of 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. The renewal of the IPT Mandate shall be
subject to satisfactory review by the Audit and Risk Committee of the continued requirements of the IPT Mandate and
the procedures for the transactions.
4.10 Disclosure of the Interested Person Transactions pursuant to the IPT Mandate
The Company will:
(a)
announce the aggregate value of transactions conducted with Interested Persons pursuant to the IPT Mandate
for the relevant financial periods which the Company is required to report on pursuant to Rule 705 of the Catalist
Rules and within the time required for the announcement of such report while the IPT Mandate remains in force,
in accordance with the requirements of Chapter 9 of the Catalist Rules; and
(b)
disclose the IPT Mandate in the Company’s annual report, giving details of the aggregate value of transactions
conducted with Interested Persons pursuant to the IPT Mandate during the financial year, and in the annual
reports for the subsequent financial years that the IPT Mandate continues in force, in accordance with the
requirements of Chapter 9 of the Catalist Rules.
The disclosure will include the name of the Interested Persons and the corresponding aggregate value of the IPTs,
presented to indicate (a) the aggregate value of all IPTs during the financial year under review; and (b) the aggregate
value of all IPTs, conducted under the IPT Mandate.
5.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
Save for GSH and TYJ, none of the Directors or Substantial Shareholders of the Company has any interest, direct or
indirect, in the IPT Mandate.
