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20.38

The independent board committee must, taking into account the recommendation of an independent financial adviser, advise the listed issuer's shareholders:

(1) whether the terms of the connected transaction are fair and reasonable;
(2) whether 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) whether the connected transaction is in the interests of the listed issuer and its shareholders as a whole; and
(4) how to vote on the connected transaction.