Osim FR 050407.indd

Appendix (cont’d)PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATEFOR INTERESTED PERSON TRANSACTIONS1. INTRODUCTION1.1 The purpose of this Appendix is provide the Shareholders of the Company with information relating to, and to seek Shareholders’approval at the AGM to renew the Shareholders’ Mandate that will enable the Company to enter into transactions with the InterestedPersons in compliance with Chapter 9 of the Listing Manual.1.2 Pursuant to Chapter 9 of the Listing Manual, the Shareholders’ Mandate was renewed at an annual general meeting held on 28 April2006, will continue in force until the forthcoming annual general meeting. Accordingly, the Directors propose that the Shareholders’Mandate be renewed at the AGM to Shareholders’ Mandate to be held on 27 April 2007. The Shareholders’ Mandate will take effectfrom the date of the passing of the Ordinary Resolution approving the Shareholders’ Mandate until the next Annual General Meetingof the Company1.3 There are no modifi cations to the existing Shareholders’ Mandate in relation to the nature of Interested Person Transactions whichcovers the following categories of transactions:1.3.1 franchising, distribution and licensing agreements1.3.2 the sale of healthy lifestyle products1.4 There are no modifi cations to the review procedures for such transactions (as described in paragraph 3.4)2. CHAPTER 9 OF THE LISTING MANUAL2.1 Chapter 9 (“Chapter 9”) of the Listing Manual of the SGX-ST deals with transactions in which a listed company or any of itssubsidiaries or associated companies (that are not listed on the SGX-ST or an approved exchange, provided that the listed group, orthe listed group and its interested person(s) (as defi ned in paragraph 2.5.1) has control over) proposes to enter with a party who isan Interested Person (as defi ned below) of the listed company.2.2 Save for transactions which are not considered to put the listed company at risk and which are therefore excluded from the ambit ofChapter 9, shareholder approval and/or an immediate announcement would be required in respect of transactions with InterestedPersons if certain fi nancial thresholds are reached or exceeded. Specifi cally, an immediate announcement is required for thefollowing transactions of a certain threshold where:-2.2.1 the value of a proposed transaction is equal to or exceeds 3% of the Group’s latest audited NTA; or2.2.2 the aggregate value of all transactions entered into with the same Interested Person during the same fi nancial year, is equalto or more than 3% of the Group’s latest audited NTA. An announcement will have to be made immediately of the latesttransaction and all future transactions entered into with that same interested person during the fi nancial year,Appendix 180Annual Report 2006