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Corporate Governance
28
Old Chang Kee Ltd. • Annual Report 2012
Interested Persons Transactions
(Catalist Rule 907)
Te Group has established procedures to ensure that all transactions entered into with interested persons are properly documented
and reported on a timely manner to the AC at least on a half yearly basis and that the transactions are conducted on an arm’s length
basis and are not prejudicial to the interest of the Company and its minority shareholders, in accordance with the internal controls
set up by the Company on dealing with interested person transactions. In the event that a member of the AC is involved in any
interested person transaction, he will abstain from reviewing that particular transaction.
Tere was no interested person transaction entered into during the fnancial period under review equal to or exceeding S$100,000.
Auditors
Te AC will review the independence of the external auditors annually. Te AC has reviewed the non-audit services provided by
the external auditors, Ernst & Young LLP to the Group, and is satisfed that the nature and extent of such services will not prejudice
the independence and objectivity of the external auditors. Details of the aggregate amount of audit and non-audit fees paid to
the external auditors during the fnancial period ended 31 March 2012 are set out in Page 54 of the Annual Report. Te AC has
recommended that Ernst & Young LLP be nominated for re-appointment as the Company’s auditors at the forthcoming AGM.
Ernst & Young LLP is the auditor of the Company and its Singapore incorporated subsidiary. Te overseas subsidiary and associated
companies are not considered signifcant as defned under Catalist Rule 718.
Te Company is in compliance with Rules 712 and 715 of the Catalist Rules in relation to its external auditors.
Use of Net Proceeds and Exercise Proceeds from Warrants Issue
(Catalist Rule 1204(5)(f))
Te utilisation of the Net Proceeds from the Warrants Issue is as tabled below:-
S$’000
Total Net Proceeds received 1,156
Rebranding of the Group’s retail businesses and refurbishment of retail outlets (500)
Overseas expansion including promotional and marketing exercises (656)
Balance as at 15 June 2012 –
Te application of the Net Proceeds is in accordance with the intended use of proceeds from the Warrants Issue as disclosed to the
shareholders of the Company in the Ofer Information Statement dated 17 August 2010. As at the latest practicable date on 15 June
2012, the Net Proceeds have been fully utilised.
As of 15 June 2012, the Exercise Proceeds amounting to S$215,500 arising from the exercise of the Warrants have not been utilised.
Te Company will continue to make periodic announcements on the material disbursement of any proceeds arising from the exercise
of the Warrants as and when such proceeds are materially disbursed.
Use of Initial Public Ofering (“IPO”) Proceeds
(Catalist Rule 1204(5)(f))
As of 15 June 2012, S$227,000 of the IPO proceeds, which had been set aside for expansion through strategic alliances, acquisitions,
joint ventures and franchises, has not been utilised.