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PETRA FOODS LIMITED
ANNUAL REPORT 2015
ANNEXUR E
GENERAL INFORMATION RELATING TO
CHAPTER 9 OF THE LISTING MANUAL
SCOPE
Chapter 9 of the Listing Manual applies to transactions which a listed company or any of its subsidiaries (which are not
listed on the SGX-ST or an approved stock exchange) or associated companies (which are not listed on the SGX-ST or
an approved stock exchange, provided that the listed group, or the listed group and its interested person(s) has control
over) proposes to enter into with a counter-party which is an interested person of the listed company.
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 or controlling shareholder, and any company in which the director/his
immediate family, the chief executive officer/his immediate family or controlling shareholder/his immediate family has
an aggregate interest (directly or indirectly) of 30% or more, and, where a 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.
GENERAL REQUIREMENTS
Except for certain transactions which, by reason of the nature of such transactions, are not considered to put the
listed company at risk to its interested persons and are hence excluded from the ambit of Chapter 9 of the Listing
Manual, immediate announcement or, immediate announcement and shareholders’ approval would be required in
respect of transactions with interested persons if certain financial thresholds (which are based on the value of the
transaction as compared with the listed company’s latest audited consolidated NTA), are reached or exceeded. In
particular, shareholders’ approval is required where:
(a)
the value of such transaction when aggregated with the value of all other transactions previously entered into
with the same interested person in the same financial year of the listed company is equal to or exceeds 5% of
the latest audited consolidated NTA of the listed company; or
(b)
the value of such transaction is equal to or exceeds 5% of the latest audited consolidated NTA of the listed
company.
