14 April 2010 This Appendix is circulated to Shareholders of SELECT GROUP LIMITED (the Company ) together with the Company s annual report. Its purpose is to explain to Shareholders the rationale and provide information to the Shareholders for the proposed renewal of the Interested Person Transactions Mandate to be tabled at the Annual General Meeting to be held on 29 April 2010 at 9.30 a.m. at 8 Wilkie Road, #03-01 Wilkie Edge Singapore 228095. The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report. This Appendix has been prepared by the Company and its contents have been reviewed by the Company s Sponsor, Stamford Corporate Services Pte Ltd, for compliance with the relevant rules of Singapore Exchange Securities Trading Limited (the Exchange ). The Company s Sponsor has not independently verified the contents of this announcement. This Appendix has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this Appendix including the correctness of any of the statements or opinions made or reports contained in this Appendix. The contact person for the Company s Sponsor is Mr. Bernard Lui Tel: 6389 3000 Email: bernard.lui@stamfordlaw.com.sg SELECT GROUP LIMITED (Incorporated in the Republic of Singapore) Company registration no. 199500697Z APPENDIX IN RELATION TO DETAILS OF THE PROPOSED RENEWAL OF THE SHAREHOLDERS MANDATE FOR INTERESTED PERSON TRANSACTIONS
DEFINITIONS In this appendix ( Appendix ), the following definitions apply throughout unless otherwise stated: Group Companies Company : Select Group Limited Group : The Company and its subsidiaries Select Offshore : Select Offshore Services Pte. Ltd., a wholly-owned subsidiary of the Company incorporated in Singapore Other companies, organisations and person(s) Catalist : The sponsor-supervised listing platform of the SGX-ST CDP : The Central Depository (Pte) Limited EOC : EOC Limited, an associated company of Ezra incorporated in Singapore and listed on the Oslo Børs in Norway EOCP : Emas Offshore Construction and Production Pte. Ltd., a wholly-owned subsidiary of EOC incorporated in Singapore EOSP : Emas Offshore Services Pte. Ltd., a wholly-owned subsidiary of Ezra incorporated in Singapore Ezra : Ezra Holdings Limited, a company incorporated in Singapore and listed on the Main Board of the SGX-ST Ezra Group : Ezra and EOC and their respective subsidiaries Jit Sun : Jit Sun Investments Pte. Ltd., a company incorporated in Singapore Lionel Lee : Lee Chye Tek Lionel SGX-ST : Singapore Exchange Securities Trading Limited General Audit Committee : The audit committee of the Company as at the date of this Appendix Catalist Rules : The Listing Manual, Section B: Rules of Catalist of the SGX-ST, as amended, modified or supplemented from time to time Companies Act : The Companies Act (Cap. 50) of Singapore, as amended, modified or supplemented from time to time Directors : The board of Directors of the Company as at the date of this Appendix F&B : Food and beverage Interested Person : Interested person transactions within the meaning of Chapter 9 of the Transactions or IPTs Catalist Rules 2
IPT Mandate : A proposed general mandate to be obtained from Shareholders for the Group to enter into future recurring Interested Person Transactions with the Ezra Group for the provision of offshore related services to the Ezra Group Latest Practicable Date : 14 April 2010, being the latest practicable date prior to the printing of this Appendix Minority Shareholders : Shareholders, other than Jit Sun and its associates Non-Interested Directors : Tan Chor Khoon, Tan Choh Peng, Ho Geok Choo and Kwah Thiam Hock, who are considered independent for the purpose of the Offshore Service Transactions NTA : Net tangible assets SFA : Securities And Futures Act (Cap. 289) of Singapore, as amended, modified or supplemented from time to time Shares : Ordinary shares in the capital of the Company Shareholders : Persons (other than CDP) who are registered as holders of Shares in the Register of Members of the Company and Depositors who have Shares entered against their names in the Depository Register Substantial Shareholder : A person who holds directly or indirectly 5% or more of the aggregate votes attached to all voting shares of the Company Units of Measurement, Currencies and Countries cents : Singapore cents $ or S$ : Singapore dollars % or per cent. : Per centum or percentage The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively by Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Appendix to any enactment is a reference to that enactment for the time being amended or re-enacted. Any word defined under the Companies Act, the Catalist Rules or any modification thereof and used in this Appendix shall have the same meaning assigned to it under the Companies Act, the Catalist Rules or any modification thereof, as the case may be. Any reference to a time of day in this Appendix shall be a reference to Singapore time unless otherwise stated. 3
SELECT GROUP LIMITED (Incorporated in the Republic of Singapore) 1. INTRODUCTION The purpose of this Appendix is to provide Shareholders with the relevant information relating to, and to seek Shareholders approval at the AGM (as defined hereinafter) to renew the general mandate that will enable the Group to enter into certain recurring transactions with the Ezra Group, Interested Persons, for the provision of offshore related services, in compliance with Chapter 9 of the Catalist Rules. Chapter 9 of the Catalist Rules applies to transactions which a listed company or any of its subsidiaries (other than one listed on an approved stock exchange) or associated companies (other than one listed on an approved stock exchange) proposes to enter into with an interested person of the listed company. An interested person is defined as a director, chief executive officer or controlling shareholder of the listed company or an associate of such director, chief executive officer or controlling shareholder. 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. Pursuant to Chapter 9 of the Catalist Rules, the general mandate was obtained at the Extraordinary General Meeting held on 30 April 2009 ( General Shareholders Mandate ). The general mandate was expressed to take effect until the date of the forthcoming Annual General Meeting ( AGM ) to be held on 29 April 2010. Accordingly, the Directors propose that the IPT Mandate be renewed at the AGM to be held on 29 April 2010 and to take effect until the next annual general meeting of the Company. General information relating to Chapter 9 of the Catalist Rules, including the meanings of terms such as interested person, associate, associated company and controlling shareholder, are set out in the Annexure of this Appendix. 2. THE RENEWAL OF THE IPT MANDATE FOR INTERESTED PERSON TRANSACTIONS 2.1 Classes of interested persons The IPT Mandate will apply to the Group s interested person transactions with Ezra Group and Controlling Shareholders of the Company and their Associates (the Interested Persons and each an Interested Person ). Interested Persons Transactions which do not fall within the ambit of the proposed IPT Mandate shall be subject to the relevant provisions of Chapter 9 of the Catalist Rules. 2.2 Categories of Interested Person Transactions The Interested Person Transaction that will be covered by the IPT Mandate is the provision of offshore related services of a revenue nature to the Ezra Group. 2.2.1 Transactions with Ezra Group Jit Sun is an investment holding company incorporated in Singapore with investments in oil and gas, real estate, hospitality and F&B. 4
As at the Latest Practicable Date, its directors are Lionel Lee, Lee Kian Soo and Lee Chye Cheng Adrian and its sole shareholder is Lionel Lee. Lionel Lee is as such deemed to be interested in the 22.77% shareholding interest in the Company held by Jit Sun by virtue of Section 7(4A) of the Companies Act. Lionel Lee is therefore deemed to be a controlling shareholder of the Company. As at the Latest Practicable Date, Lionel Lee and his associates in aggregate hold more than 30% of the shareholding interests in Ezra, as follows:- Shareholding interests in Ezra (%) (4) Lee Kian Soo (1) 5.27 Lionel Lee (1) (2) (3) 19.17 Goh Gaik Choo (2) 1.55 Jit Sun (3) 5.53 Total 31.52 Notes:- (1) (2) (3) (4) Lee Kian Soo is the father of Lionel Lee. Goh Gaik Choo is the mother of Lionel Lee. Lionel Lee holds 100% of the shareholding in Jit Sun. The above shareholding percentages are computed based on 659,409,990 Ezra shares in issue (excluding treasury shares). Ezra is as such an associate of Lionel Lee, and an interested person of the Company. Transactions entered into by the Group with Ezra and its subsidiaries, including EOSP, should accordingly be treated as Interested Person Transactions under Chapter 9 of the Catalist Rules. Ezra is an associate of Lionel Lee, his immediate family and Jit Sun. As at the Latest Practicable Date, Ezra holds 47.3% of EOC, which in turn holds 100% of EOCP. Therefore, Lionel Lee and Jit Sun are deemed interested in 47.3% of the shares in EOC by virtue of section 7(4A) of the Companies Act. EOCP, being a wholly-owned subsidiary of EOC, is thus an associate of Lionel Lee and Jit Sun. Provision of offshore related services to Ezra Group Particulars of the Group s transactions with Ezra Group for FY2009, are set out hereafter:- (S$ 000) FY2009 Provision of offshore related services to Ezra Group 645 As a % of total sales of the Group 1.05% As a % of Group s NTA 9.35% All the above transactions between the Group and Ezra Group were conducted on an arm s length basis and on normal commercial terms. The Group intends to continue transacting with Ezra Group as long as the Group derives commercial benefits from such transactions. Save as disclosed above, which is not conducted under the General Shareholders Mandate, The Group has not entered into any other interested person transactions in FY2009. The Group has not entered into any interested person transactions under the General Shareholders Mandate in FY2009. 5
2.3 Rationale for and benefits of the IPT Mandate One of the core businesses of the Ezra Group is the provision of offshore support vessels and services to the offshore oil and gas industry, including catering services on board offshore vessels. The Ezra Group had procured such catering services from independent contractors, such as Select Offshore. As the Company intends to continue to expand its catering business in the offshore oil and gas industry with the aim of becoming a leading one-stop offshore service solutions provider, the Company envisages that the Group will from time to time enter into transactions with the Ezra Group for the provision of offshore related services to the Ezra Group (the Offshore Service Transactions ). The IPT Mandate and its subsequent renewals on an annual basis will eliminate the need for the Company to prepare and make announcements of and/or convene separate general meetings on a continual basis to seek the prior approval of Shareholders for entry into such Offshore Service Transactions, within the scope of the IPT Mandate. This will enhance the ability of the Group to pursue business opportunities which are often time-sensitive in nature. In addition, the IPT Mandate will substantially reduce the administrative time and expenses associated with the convening of general meetings on an ad hoc basis, improve administrative efficiency considerably and allow manpower resources and time to be channelled towards attaining other corporate objectives, without compromising corporate objectives and adversely affecting the business opportunities available to the Group. The IPT Mandate will not cover transactions of value below S$100,000 as the threshold and aggregation requirements contained in Chapter 9 of the Catalist Rules would not apply to such transactions. In addition, the IPT Mandate will not include transactions for the purchase or sale of assets, undertakings or businesses that are not in the Company s ordinary course of business. The IPT Mandate is intended to facilitate transactions in the ordinary course of business of the Group which are transacted from time to time with Ezra Group, provided they are transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders. Pursuant to Rules 907 and 920(1)(a) of the Catalist Rules, the Company is required to:- (a) (b) disclose in the Company s annual report the aggregate value of transactions conducted pursuant to the Shareholders Mandate during the current financial year, as well as in the annual reports for the subsequent financial years during which the Shareholders Mandate is in force; and announce the aggregate value of transactions conducted pursuant to the Shareholders Mandate during the first half year and the financial year within the time period required for the announcement of the financial results of the Group. The name of the Interested Person and the corresponding aggregate value of the IPT will be presented in the following format:- Name of Interested Person Aggregate value of all Interested Person Transactions during the financial year under review (excluding transactions less than S$100,000 and transactions conducted under Shareholders Mandate pursuant to Rule 920) Aggregate value of all Interested Person Transactions, conducted under the Shareholders Mandate (excluding transactions less than S$100,000) pursuant to Rule 920 of the Listing Manual 6
2.4 Review procedures for transactions with the Interested Persons To ensure that the Offshore Service Transactions between the Group and any member of the Ezra Group will be conducted at arm's length, on normal commercial terms and will not be prejudicial to the interests of the Group and the Minority Shareholders, the Company will put in place the following guidelines for the review and approval of Offshore Service Transactions under the proposed IPT Mandate:- 2.4.1 An Offshore Service Transaction of S$100,000 and above but below S$3,000,000 in value, shall not be entered into unless the terms are determined as follows:- (i) (ii) (iii) (iv) The Operations Manager in charge of the Offshore Division of the Group will submit to the Chief Operating Officer and Managing Director for approval, the recommendation to undertake the transaction, together with a budget which projects the gross revenue, expenditure, gross operating profit, and profit margin to be obtained from the transaction. Such transaction shall be reviewed and approved by the Chief Operating Officer and the Managing Director prior to entering into the transaction. In preparing the budget, rates and prices to be offered in respect of each transaction shall not be more favourable to the Ezra Group than that offered to the Group s unrelated third party customers in recent transactions after taking into consideration non-price factors such as customers credit standing, transaction volume, delivery requirements, length of business relationship and potential for future repeat business. In the event that there is no relevant offshore service transaction entered into by the Group with any unrelated third party customers for comparison, rates and prices to be offered by the Group shall be determined in accordance with the Group s usual business practices and consistent with the prevailing market conditions for the same or substantially similar type of products and services sold or provided to unrelated third parties or in accordance with industry norms (as the case may be), taking into consideration non-price factors such as transaction volume, delivery requirements, offshore working conditions, facilities and equipment available, scope of supply of materials and potential for future repeat business. The Group will also, insofar as it is practicable, obtain from the Ezra Group and elsewhere information on the most recent prices charged to the Ezra Group by other third party catering contractors unrelated to the Ezra Group. Prices to be offered by the Group to the Ezra Group must not be more favourable than those charged by other unrelated contractors of the Ezra Group, taking into account non-price factors such as transaction volume, material requirements, quality, delivery time, track record and credit terms. 2.4.2 In addition to the guidelines set out in sub-paragraph 2.4.1, any Offshore Service Transactions that exceeds S$3,000,000 in value will be reviewed and approved by the Audit Committee prior to entering into the transaction. 2.4.3 Each Offshore Service Transaction will be properly documented. The Group will maintain a register of all Offshore Service Transactions entered into with the Ezra Group (the Register of Offshore Service Transactions ) which will record all information pertinent to the evaluation of the Offshore Service Transactions, including the forecast budget and its basis, and third party prices offered by the Group to unrelated third parties (if any) or offered by unrelated third parties to the Ezra Group (if any). The Register of Offshore Service Transactions shall be prepared, maintained and monitored by personnel of the Company (who shall not be interested in any of the Offshore Service Transactions) who are duly delegated to do so by the Audit Committee. 7
2.4.4 The Company s Audit Committee will:- (i) (ii) (iii) (iv) (v) carry out regular periodic reviews of the Register of Offshore Service Transactions to ascertain that the established guidelines and procedures to monitor the Offshore Service Transactions have been complied with and to ratify such transactions. All relevant non-quantitative factors such as, but not limited to, the nature of the products, services and prevailing market conditions will also be taken into consideration; review the Offshore Service Transactions on a half-yearly basis as part of its standard procedures while examining the adequacy of the Group's internal controls, including those relating to the Offshore Service Transactions; request for additional information pertaining to the transaction under review from independent sources, advisers or valuers as it may deem fit; approve the review procedures and arrangements for all future Offshore Service Transactions to ensure that they are transacted at arm s length basis and on normal commercial terms, and will not be prejudicial to the interests of the Group and the Minority Shareholders; and ensure that the then prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Catalist Rules) are complied with. If the Audit Committee is of the view that the established guidelines and procedures in place have become inappropriate or insufficient in view of the changes to the nature of, or the manner in which the business activities of the Group are conducted or due to any other reasons, to ensure that the Offshore Service Transactions will be conducted on normal commercial terms and will not be prejudicial to the interests of the Group and the Minority Shareholders, it will, in consultation with the Board, take such actions as it deems proper in respect of such procedures and/or modify or implement such procedures as may be necessary and direct the Company to revert to the Minority Shareholders for a fresh mandate based on the new guidelines and procedures. During the period prior to obtaining a fresh mandate from Minority Shareholders, all Offshore Service Transactions will be subject to the prior review of the Audit Committee. 2.4.5 In the event any such officer of the Group in charge of reviewing and/or approving any Offshore Service Transactions, including but not limited to the Chief Operating Officer, the Managing Director, a Director or a member of the Audit Committee, has an interest in any such Offshore Service Transaction, he or she will abstain from reviewing, recommending and/or approving that particular transaction. 2.4.6 Any transactions with the Ezra Group will be conducted on an arm's length basis and subject to usual commercial terms. No rebates or commissions will be given, directly or indirectly, to the Ezra Group. 2.4.7 The IPT Mandate will not cover an IPT which has a value below S$100,000 as the threshold and aggregation requirements contained in Chapter 9 of the Catalist Rules would not apply to such transactions. 2.5 Validity period and subsequent renewal of the IPT Mandate If approved by Shareholders at the AGM which is scheduled to be held on 29 April 2010, the IPT Mandate will take effect from the date of the passing of the ordinary resolution relating thereto and continue to be in force until the conclusion for the next Annual General Meeting, unless revoked or varied by the Group in a general meeting. The Company will seek the approval of Shareholders for the subsequent renewal of the IPT Mandate annually at every Annual General Meeting, subject to satisfactory review by the Audit 8
Committee of the continued requirements of the IPT Mandate and the procedures for entering into the Offshore Service Transactions. Transactions which do not fall within the amit of the IPT Mandate shall be subject to the other relevant provisions of the Catalist Rules, as appropriate. 3. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS The details of the Directors and Substantial Shareholders interests in the Shares as at the Latest Practicable Date are set out below:- Name of Substantial Shareholders / Directors Direct Interest No. of Shares % of Shares Deemed Interest No. of Shares % of Shares Directors Tan Chor Khoon 11,966,400 8.40 18,815,200 (1) 13.21 Tan Choh Peng 196,800 0.14 10,413,000 (2) 7.31 Ho Geok Choo - - - - Kwah Thiam Hock - - - - Lai Kai Jin Michael - - - - Lee Chye Cheng, Adrian - - - - Substantial Shareholders Pek Poh Cheng 5,415,200 3.80 25,366,400 (3) 17.80 Jit Sun Investments Pte. Ltd - - 32,420,000 (4) 22.77 Notes: 1. Of the 18,815,200 Shares in which Tan Chor Khoon has a deemed interest, (a) 4,500,000 Shares are held through Mayban Nominees (Singapore) Pte Ltd (b) 2,800,000 Shares are held through SBS Nominees Pte Ltd (c) 6,100,000 Shares are held through Hong Leong Finance Nominees Pte Ltd (d) 5,415,200 Shares are held by Mdm Pek Poh Cheng, wife of Tan Chor Khoon 2. Of the 10,413,000 Shares in which Tan Choh Peng has a deemed interest, (a) 6,913,000 Shares are held through Mayban Nominees (Singapore) Pte Ltd (b) 2,000,000 Shares are held through SBS Nominees Pte Ltd (c) 1,500,000 Shares are held through Hong Leong Finance Nominees Pte Ltd 3. Pek Poh Cheng is the wife of Tan Chor Khoon. They are hence deemed to be interested in the Shares held by each other. Pek Poh Cheng s deemed interest arises by virtue of the 11,966,400 Shares held directly by Tan Chor Khoon and 13,400,000 Shares held indirectly by Tan Chor Khoon through his nominees. 4. The Shares are held through a nominee company. Save as disclosed in this Appendix, none of the Directors (other than in his capacity as Director or Shareholder) or Substantial Shareholders have any interest, direct or indirect, in the Offshore Service Transactions. 9
4. AUDIT COMMITTEE S STATEMENT The Audit Committee currently comprises the following:- Kwah Thiam Hock (Chairman) Ho Geok Choo Lai Kai Jin Michael The Audit Committee (excluding Lai Kai Jin Michael) has reviewed the terms of the IPT Mandate subject to the renewal. Having considered, inter alia, the scope, guidelines of review procedures, the rationale and the benefits of the IPT Mandate, the Audit Committee confirms that:- (i) (ii) the procedures for determining the prices of IPT have not changed since approval for the Shareholders Mandate was last given on 30 April 2009; and the procedures set out in the IPT Mandate are sufficient to ensure that the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders. If, during the periodic reviews by the Audit Committee, it is of the view that the established guidelines and procedures are no longer appropriate or adequate to ensure that the IPT will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority shareholders, the Company will seek a fresh mandate from shareholders based on the new guidelines and procedures. 5. COMMON DIRECTORSHIP The Director, Lee Chye Cheng, Adrian is a representative of Jit Sun and he also sits on the board of directors of Jit Sun, controlling shareholder of the Company. The Director, Lai Kai Jin Michael, also sits on the board of directors of EOC, an associate of Jit Sun, and an interested person of the Company. As such, both Lee Chye Cheng, Adrian and Lai Kai Jin Michael, will abstain from making any recommendation to Shareholders and/or contributing to the Audit Committee s views in relation to the IPT Mandate. Save as aforesaid, there are no common directors between the Group and the Ezra Group. 6. NON-INTERESTED DIRECTORS RECOMMENDATION The Non-Interested Directors, having considered the guidelines and review procedures in relation to the proposed IPT Mandate, the rationale and benefits of the IPT Mandate, are of the view that the IPT Mandate is in the best interest of the Company and recommend that minority Shareholders vote in favour of the Resolution 10, being the Ordinary Resolution relating to the proposed renewal of the IPT Mandate at the forthcoming AGM. 7. SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING In accordance with Rule 919 of the Catalist Rules, Jit Sun (which is an associate of Lionel Lee) and its associates will abstain from voting on all the resolutions set out in the Notice of AGM. Jit Sun has also undertaken to ensure that its associates and/or nominees will abstain from voting on the Resolution 10, being the Ordinary Resolution relating to the proposed renewal of the IPT Mandate at the forthcoming AGM. 10
Jit Sun and its associates will not accept nominations as proxies or otherwise for any Shareholder to vote at the AGM in respect of the said resolutions, unless the Shareholder who appoints them as proxies gives specific instructions in his Proxy Form as to the manner in which the votes are to be cast in respect of the said resolutions. 8. ANNUAL GENERAL MEETING The AGM, notice of which is set out in the Annual Report 2009 of the Company, will be held on 29 April 2010 at 8 Wilkie Road #03-01 Wilkie Edge Singapore 228095 at 9.30 a.m. for the purpose of considering and, if thought fit, passing with or without any modifications, the Ordinary Resolution relating to the renewal of the IPT Mandate at the AGM as set out in the Notice of AGM. 9. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote on their behalf should sign and return the Proxy Form attached to the Notice of AGM in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at 8 Wilkie Road #03-01 Wilkie Edge Singapore 228095, not later than 48 hours before the time fixed for the AGM. The appointment of a proxy by a shareholder does not preclude him from attending and voting in person at the meeting if he wishes to do so. 10. DIRECTORS RESPONSIBILITY STATEMENT The Directors of the Company collectively and individually accept full responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in this Appendix are fair and accurate and there are no other facts the omission of which would make any statement in this Appendix misleading. FOR AND ON BEHALF OF THE BOARD SELECT GROUP LIMITED Mr. Vincent Tan Chor Khoon Managing Director 11
ANNEXURE SELECTED INFORMATION RELATING TO CHAPTER 9 OF THE LISTING MANUAL Scope Chapter 9 of the Catalist Rules governs transactions which a listed company or any of its subsidiaries or associated companies proposes to enter into with an interested person of the listed company. Under Chapter 9, where a listed company or any of its subsidiaries or target associated companies which is an entity at risk proposes to enter into a transaction with an interested person, an immediate announcement or an immediate announcement and shareholdersʼ approval would be required in respect of the transaction if the value of the transaction is equal to or exceeds certain thresholds. In particular, an immediate announcement is required where: (a) (b) the transaction is of a value equal to, or more than, 3% of the Groupʼs latest audited NTA; or the aggregate value of all transactions entered into with the same interested person during the same financial year amounts to 3% or more of the Groupʼs latest audited NTA. Further, shareholdersʼ approval (in addition to an immediate announcement) is required where: (a) (b) the transaction is of a value equal to, or more than, 5% of the Groupʼs latest audited NTA; or the transaction, when aggregated with other transactions entered into with the same interested person during the same financial year, is of a value equal to, or more than, 5% of the Groupʼs latest audited NTA. For the purposes of aggregation, any transaction with an interested person which is below S$100,000 is to be excluded. Definitions An interested person means a director, chief executive officer or controlling shareholder of the listed company or an associate of such director, chief executive officer or controlling shareholder. An associate includes an immediate family member (that is, the spouse, child, adopted child, stepchild, sibling or parent) of such director, chief executive officer, substantial shareholder or controlling shareholder, and any company in which the director/his immediate family, the chief executive officer/his immediate family, substantial shareholder/his immediate family or controlling shareholder/his immediate family has an aggregate interest (directly or indirectly) of 30% or more, and, where a substantial shareholder or controlling shareholder is a corporation, its subsidiary or holding company or fellow subsidiary or a company in which it and/or they have (directly or indirectly) an interest of 30% or more. An associated company means a company in which at least 20% but not more than 50% of its shares are held by the listed company or the group. A controlling shareholder means a person who holds (directly or indirectly) 15% or more of the nominal amount of all voting shares in the listed company or one who in fact exercises control over the listed company. An approved exchange means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9 of the Listing Manual. General Mandate A listed company may 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 such as the purchase and sale of supplies and materials but not in respect of the purchase or sale of assets, undertakings or businesses. 12