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MAIN MARKET LISTING REQUIREMENTS
ACE MARKET LISTING REQUIREMENTS
[MAIN LR] CHAPTER 7 - ARTICLES OF ASSOCIATION
MAIN MARKET LISTING REQUIREMENTS
TABLE OF CONTENTS
CHAPTER 1 - DEFINITIONS AND INTERPRETATION
CHAPTER 2 - GENERAL
CHAPTER 3 - ADMISSION
CHAPTER 4 - ADMISSION FOR SPECIFIC APPLICANTS
CHAPTER 4A - FOREIGN LISTING
CHAPTER 4B - LISTING OF SUKUK AND DEBT SECURITIES
CHAPTER 5 - STRUCTURED WARRANTS
CHAPTER 6 - NEW ISSUE OF SECURITIES
CHAPTER 7 - ARTICLES OF ASSOCIATION
CHAPTER 8 - CONTINUING LISTING OBLIGATIONS
CHAPTER 9 - CONTINUING DISCLOSURE
CHAPTER 10 - TRANSACTIONS
CHAPTER 11 - TAKE-OVER & MERGERS
CHAPTER 12 - SHARE BUY-BACKS
CHAPTER 13 - ARRANGEMENTS AND RECONSTRUCTIONS
CHAPTER 14 - DEALINGS IN SECURITIES
CHAPTER 15 - CORPORATE GOVERNANCE
CHAPTER 16 - SUSPENSION, DE-LISTING AND ENFORCEMENT
PRACTICE NOTE 1
PRACTICE NOTE 2
PRACTICE NOTE 3
PRACTICE NOTE 4
PRACTICE NOTE 5
PRACTICE NOTE 6
PRACTICE NOTE 7
PRACTICE NOTE 8
PRACTICE NOTE 9
PRACTICE NOTE 10
PRACTICE NOTE 11
PRACTICE NOTE 12
PRACTICE NOTE 13
PRACTICE NOTE 14
PRACTICE NOTE 15
PRACTICE NOTE 16
PRACTICE NOTE 17
PRACTICE NOTE 18
PRACTICE NOTE 19
PRACTICE NOTE 20
PRACTICE NOTE 21
PRACTICE NOTE 22
PRACTICE NOTE 23
PRACTICE NOTE 24
PRACTICE NOTE 25
PRACTICE NOTE 26
PRACTICE NOTE 27
PRACTICE NOTE 28
PRACTICE NOTE 29
PRACTICE NOTE 30
PRACTICE NOTE 31
[ As at 31 December 2015 ]
PART A – GENERAL
Parts B to N of this Chapter set out the provisions which an
must ensure are contained in its
articles of association
Part O of this Chapter sets out the additional provisions which a
must ensure are contained in its articles of association.
Part P of this Chapter sets out the additional provisions which a
special purpose acquisition company
must ensure are contained in its articles of association.
PART B – DEFINITIONS
For the purpose of this Chapter, unless the context otherwise requires, "
" means a company which is seeking a listing on the
or a listed corporation.
PART C – CAPITAL
Issue of shares to directors
shall participate in a
Share Issuance Scheme
unless shareholders in general meeting have approved the specific allotment to be made to such director.
Rights of other classes of shares
The rights attaching to shares of a class other than ordinary shares shall be expressed.
Power to issue further preference shares
Whether the company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued.
Rights of preference shareholders
The holder of a preference share must be entitled to a right to vote in each of the following circumstances:
when the dividend or part of the dividend on the share is in arrears for more than 6 months;
on a proposal to reduce the company's share capital;
on a proposal for the disposal of the whole of the company's property, business and undertaking;
on a proposal that affects rights attached to the share;
on a proposal to wind up the company; and
during the winding-up of the company.
A holder of a preference share must be entitled to the same rights as a holder of an ordinary share in relation to receiving notices, reports and audited financial statements, and attending meetings.
Capital paid on shares in advance of calls
Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.
Issue of new shares to members
Subject to any direction to the contrary that may be given by the company in general meeting, all new shares or other
shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion as nearly as the circumstances admit, to the amount of the existing shares or securities to which they are entitled. The offer shall be made by notice specifying the number of shares or
offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or securities offered, the directors may dispose of those shares or securities in such manner as they think most beneficial to the company. The directors may likewise also dispose of any new share or security which (by reason of the ratio which the new shares or securities bear to shares or securities held by persons entitled to an offer of new shares or securities) cannot, in the opinion of the directors, be conveniently offered under this article.
PART D – FORFEITURE AND LIEN
Company's lien on shares and dividends
The company's lien on shares and dividends from time to time declared in respect of such shares, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such moneys are due and unpaid, and to such amounts as the company may be called upon by law to pay and has paid in respect of the shares of the member or deceased member.
Sale of shares forfeited
If any share is forfeited and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.
PART E – TRANSFER AND TRANSMISSION
Transfers of securities
The transfer of any
security or class of listed security of the company, shall be by way of book entry by the
in accordance with the
Rules of the Depository
and, notwithstanding sections 103 and 104 of the Companies Act 1965, but subject to section 107C(2) of the Companies Act 1965 and any exemption that may be made from compliance with section 107C(1) of the Companies Act 1965, the company shall be precluded from registering and effecting any transfer of the listed securities.
Transmission of securities
the securities of a company are listed on another stock exchange; and
such company is exempted from compliance with section 14 of the Securities Industry (Central Depositories) Act 1991 or section 29 of the Securities Industry (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules of the Depository in respect of such securities,
such company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the company in the jurisdiction of the other stock exchange, to the register of holders maintained by the registrar of the company in Malaysia and vice versa provided that there shall be no change in the ownership of such securities.
PART F – MODIFICATION OF RIGHTS
Modification of rights
The repayment of preference capital other than redeemable preference capital or any other alteration of preference shareholders' rights, may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing, if obtained from the holders of three-fourths of the preference capital concerned within 2 months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
PART G – BORROWING
Scope of directors' borrowing powers
The scope of the borrowing powers of the board of directors shall be expressed.
PART H – MEETINGS
Notices of meetings
The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least 14 days' notice or 21 days' notice in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting must be given by advertisement in at least 1 nationally circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange upon which the company is listed.
Record of Depositors
The company shall request the Depository in accordance with the Rules of the Depository, to issue a
Record of Depositors
to whom notices of general meetings shall be given by the company.
The company shall also request the Depository in accordance with the Rules of the Depository, to issue a Record of Depositors, as at the latest date which is reasonably practicable which shall in any event be not less than 3 market day|market days before the general meeting ("
General Meeting Record of Depositors
Subject to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 (where applicable), a depositor shall not be regarded as a member entitled to attend any general meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors.
PART I – VOTING AND PROXIES
Voting rights of members
Subject to paragraph 7.16 above, a member of the company shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the company have been paid.
Voting rights on a show of hands
On a resolution to be decided on a show of hands, a holder of ordinary shares or preference shares who is personally present and entitled to vote shall be entitled to 1 vote.
Voting right of proxy
A proxy shall be entitled to vote on a show of hands on any question at any general meeting.
Voting rights of shares of different monetary denominations
Where the capital of a company consists of shares of different monetary denominations, voting rights shall be prescribed in such a manner that a unit of capital in each class, when reduced to a common denominator, shall carry the same voting power when such right is exercisable.
Appointment of multiple proxies
Where a member of the company is an exempt authorised nominee which holds ordinary shares in the company for multiple beneficial owners in one securities account ("
"), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.
An exempt authorised nominee refers to
an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ("
") which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
Qualification and rights of proxy to speak
A member]of a company entitled to attend and vote at a meeting of a company, or at a meeting of any class of members of the company, shall be entitled to appoint any person as his proxy to attend and vote instead of the member at the meeting. There shall be no restriction as to the qualification of the proxy.
A proxy appointed to attend and vote at a meeting of a company shall have the same rights as the member to speak at the meeting
PART J – DIRECTORS
Directors' power to fill casual vacancies and to appoint additional directors
Where provision is made for the directors to appoint a person as a director either to fill a casual vacancy, or as an addition to the board, any director so appointed shall hold office only until the next annual general meeting of the company, and shall then be eligible for re-election.
Remuneration of directors
Fees payable to non-executive directors shall be by a fixed sum, and not by a commission on or percentage of profits or turnover. Salaries payable to executive directors may not include a commission on or percentage of turnover.
Increase in directors' remuneration
Fees payable to directors shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting.
Directors' interest in contracts
A director shall not vote in regard to any contract or proposed contract or arrangement in which he has, directly or indirectly, an interest.
Election of directors
An election of directors shall take place each year.
All directors shall retire from office once at least in each 3 years, but shall be eligible for re-election.
Vacation of office of director
The office of a director shall become vacant if the director becomes of unsound mind or bankrupt during his term of office.
Notice of intention to appoint director
No person, not being a retiring director, shall be eligible for election to the office of director at any general meeting unless a member intending to propose him for election has, at least 11 clear days before the meeting, left at the registered office of the company a notice in writing duly signed by the nominee, giving his consent to the nomination and signifying his candidature for the office, or the intention of such member to propose him for election, provided that in the case of a person recommended by the directors for election, 9 clear days' notice only shall be necessary, and notice of each and every candidature for election to the board of directors shall be served on the registered holders of shares at least 7 days before the meeting at which the election is to take place.
Power of managing director
A managing director shall be subject to the control of the board of directors
Proceedings in case of vacancies
The remaining director may continue to act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the minimum number fixed by or pursuant to the articles of the company, the remaining director may, except in an emergency, act only for the purpose of increasing the number of directors to such minimum number, or to summon a general meeting of the company.
Appointment of alternate director
A director may appoint a person approved by a majority of his co-directors to act as his alternate, provided that any fee paid by the company to the alternate shall be deducted from that director's remuneration.
Chairman's casting vote
Where 2 directors form a quorum, the chairman of a meeting at which only such a quorum is present, or at which only 2 directors are competent to vote on the question at issue shall not have a casting vote.
PART K – ACCOUNTS
PART L – WINDING-UP
Distribution of assets in specie
The basis on which shareholders will participate in a distribution of assets on a winding-up shall be expressed.
On the voluntary liquidation of the company, no commission or fee shall be paid to a liquidator unless it shall have been approved by shareholders. The amount of such payment shall be notified to all shareholders at least 7 days before the meeting at which the commission or fee is to be considered.
PART M – EFFECT OF THESE REQUIREMENTS
Effect of the Listing Requirements
Notwithstanding anything contained in these articles, if the Listing Requirements prohibit an act being done, the act shall not be done.
Nothing contained in these articles prevents an act being done that the Listing Requirements require to be done.
If the Listing Requirements require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
If the Listing Requirements require these articles to contain a provision and they do not contain such a provision, these articles are deemed to contain that provision.
If the Listing Requirements require these articles not to contain a provision and they contain such a provision, these articles are deemed not to contain that provision.
If any provision of these articles is or becomes inconsistent with the Listing Requirements, these articles are deemed not to contain that provision to the extent of the inconsistency.
For the purpose of this article, unless the context otherwise requires, "Listing Requirements" means Bursa Malaysia Securities Berhad Main Market Listing Requirements including any
to the Listing Requirements that may be made from time to time.
PART N – AMENDMENTS TO THIS CHAPTER
Amendments to this Chapter
Where any amendment is made by the Exchange to the provisions of this Chapter, a company must make corresponding
to its articles of association to reflect the said amendment unless its articles include the provision in paragraph 7.36 or its equivalent.
PART O – CLOSED-END FUNDS
Amendment to investment policies and objectives
Any amendment to a closed-end fund's investment policies and objectives shall be approved by the shareholders of the closed-end fund by way of a special resolution.
A closed-end fund shall not, either on its own or in conjunction with any person, take legal or effective management control of its underlying investments.
No shareholder of a closed-end fund shall hold more than 20% of the total issued and paid-up capital of a closed-end fund.
Prohibition against conduct of other business
A closed-end fund shall not conduct any other business other than that of a closed-end fund.
PART P – SPECIAL PURPOSE ACQUISITION COMPANIES
Completion of a qualifying acquisition
shall not proceed to complete a
where the qualifying acquisition comprises more than one acquisition, the sale and purchase agreements relating to each of the acquisitions are inter-conditional and shall complete simultaneously within 36 months from the date of listing of the SPAC on the Exchange; and
the respective resolution on each qualifying acquisition is approved by a majority in number of the holders of voting securities representing at least 75% of the total value of securities held by all holders of voting securities present and voting either in person or by proxy at a general meeting duly convened for that purpose.
A member of the management team and persons connected with them shall not vote on a resolution approving a qualifying acquisition.
Rights of voting securities holders
(other than the members of the management team and persons connected with them) who vote against a qualifying acquisition at a meeting convened to consider the qualifying acquisition shall be entitled to receive, in exchange for their securities, a sum equivalent to a pro rata portion of the amount then held in the
(net of any taxes payable and expenses related to the facilitation of the exchange), provided that such qualifying acquisition is approved and the qualifying acquisition is completed not later than 36 months from the date of its admission to the Exchange.
Holders of voting securities who elect to exchange their securities pursuant to subparagraph (1) above shall be paid immediately upon completion of the qualifying acquisition. Securities which are tendered by these holders in exchange for cash shall be cancelled.
If the qualifying acquisition is not completed within the timeframe set out in subparagraph (1) above, each holder of voting securities shall be entitled to receive a pro rata share of the aggregate amount then on deposit in the Trust Account (net of any taxes payable and direct expenses related to the liquidation distribution).
Liquidation of a special purpose acquisition company
A SPAC shall be dissolved, wound up and liquidated in accordance with the applicable laws and regulations in the following circumstances:
if the SPAC fails to complete a qualifying acquisition within 36 months from the date of its admission to the Exchange; or
if before the SPAC completes a qualifying acquisition, the SPAC is delisted by the Exchange.
Upon liquidation, the amount then held in the Trust Account (net of any taxes payable and expenses related to the liquidation distribution), shall be distributed to the respective holders of voting securities on a pro rata basis, as soon as practicable, as permitted by the relevant laws and regulations. Any interest earned from the Permitted Investment accruing in the Trust Account shall form part of the liquidation distribution.
A member of the management team and person connected|persons connected with them shall not participate in the liquidation distribution except in respect of securities purchased by them after the date of admission of the SPAC on the Exchange.
[ End of Chapter ]
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