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14A.45

The circular must include a letter from the independent financial adviser containing its opinion and recommendation. The independent financial adviser's letter must also set out the reasons for its opinion, the key assumptions made, the factors that it has taken into consideration in forming the opinion, and a statement whether:

(1) the terms of the connected transaction are fair and reasonable;
(2) the connected transaction is on normal commercial terms or better and in the ordinary and usual course of business of the listed issuer's group;
(3) the connected transaction is in the interests of the listed issuer and its shareholders as a whole; and
(4) the shareholders should vote in favour of the connected transaction.