| PART A – GENERAL |
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| 8.01 | Introduction |
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| This Chapter sets out the continuing listing obligations that must be complied with, amongst others, by a listed corporation, its director or adviser in addition to other continuing listing obligations which have been set out in other Chapters of these Requirements. |
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| PART B – CONTINUING LISTING CRITERIA |
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| 8.02 | Compliance with shareholding spread requirement |
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| (1) | A listed corporation must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders. The Exchange may accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid market in such shares. FAQ 8.2 |
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| (2) | For listed corporations which have shares listed on other stock exchange(s), shares listed on the other stock exchange(s) are included for the purpose of computing the percentage of shareholding spread referred to in sub-Rule (1) above. FAQ 8.3, FAQ 8.4, FAQ 8.5 |
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| (3) | A listed corporation must immediately announce to the Exchange if it becomes aware that it does not comply with the required shareholding spread referred to in sub-Rule (1) above. |
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| (4) | A listed corporation which fails to maintain the required shareholding spread referred to in sub-Rule (1) may request for an extension of time to rectify the situation in the manner as may be prescribed by the Exchange. |
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| (5) | A listed corporation must furnish a schedule containing the information set out in Appendix 8E to the Exchange, upon completion of a take-over offer under the Take-Overs and Mergers Code. |
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| | [ Cross reference: Guidance Note 13 ] |
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| 8.03 | Cash Companies FAQ 8.17, FAQ 8.28 |
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| (1) | A listed corporation whose assets on a consolidated basis, consist of 70% or more of cash or short term investments, or a combination of both ("Cash Criterion"), must immediately notify the Exchange of its condition in writing. The Exchange will determine whether such listed corporation should be considered a Cash Company. A listed corporation considered as a Cash Company by the Exchange will be notified by the Exchange. FAQ 8.6 |
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| (2) | A Cash Company must comply with such requirements as may be prescribed by the Exchange, failing which the Exchange may suspend the trading of listed securities of such listed corporation or de-list it, or both. |
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| (3) | For the purposes of sub-Rule (1) above, the following apply: |
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| | (a) | a listed corporation must, as a minimum requirement, make a determination as to whether it triggers the Cash Criterion when it disposes its assets or business on a group basis or prepares its financial statements or accounts; and |
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| | (b) | "short term investments" means investments which are by their nature readily realisable and intended to be held for 12 months or less including interests (equity or otherwise) in corporations. |
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| (4) | A Cash Company must place at least 90% of its cash and short-dated securities (including existing cash balance and the consideration arising from the disposal undertaken by the Cash Company) in an account opened with a financial institution licensed by Bank Negara Malaysia and operated by a custodian. Any interest generated by the monies held in the account must accrue to the account. For the purpose of this sub-Rule (4), "custodian" means any of the following who is independent of the Cash Company: FAQ 8.7,FAQ 8.8 |
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| | (a) | a trust company registered under the Trust Companies Act 1949 or incorporated pursuant to the Public Trust Corporation Act 1995 and is in the List of Registered Trustees in relation to Unit Trust Funds issued by the SC; or |
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| | (b) | a licensed bank or licensed investment bank as defined in the Financial Services Act
2013.
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| | The Cash Company must ensure that the amount in the above account is not withdrawn, except for the following purposes: |
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| | (i) | implementing a proposal to acquire a new core business approved by the Exchange; or |
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| | (ii) | pro-rata distributions to shareholders pursuant to sub-Rule (9) below. |
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| (5) | A Cash Company must comply with the following additional requirements: |
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| | (a) | regularise its condition in the following manner: FAQ 8.9, FAQ 8.13, FAQ 13.1 |
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| | | (i) | submit a proposal to acquire a new core business, which is substantially comprehensive and will increase shareholder value, to the Exchange and obtain the Exchange's approval to implement the proposal, within 12 months from the date it receives the notice referred to in sub-Rule (1) above; |
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| | | (ii) | appoint a within 3 months from the date the listed corporation announces that it is a Cash Company and retain the said Sponsor until it is no longer considered as Cash Company by the Exchange under sub-Rule (8) below; and FAQ 8.10, FAQ 8.12 |
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| | | (iii) | implement its proposal within 6 months from the date the proposal is approved by the Exchange. However, for cases which involve court proceedings, a Cash Company has up to 12 months from the date the proposal is approved by the Exchange, to complete the implementation of the proposal; |
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| | (b) | retain the services of a Sponsor for at least 3 full financial years after it is no longer considered as a Cash Company by the Exchange under sub-Rule (8) below. In this regard, the Sponsor referred to in sub-Rule (a)(ii) above must act as the Sponsor of the Cash Company for at least the first full financial year; FAQ 8.11 |
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| | (c) | provide such information as may be prescribed by the Exchange from time to time for public release; and |
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| | (d) | do such other acts or things as may be required by the Exchange. |
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| (6) | The Exchange may suspend the trading of the Cash Company's listed securities if it fails to comply with any part of its obligations in sub-Rule (5)(a) above or if its proposal is rejected by the Exchange and the Exchange may de-list such Cash Company. |
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| (7) | Sub-Rules (1) and (2) above are not applicable to the following listed corporations: |
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| | (a) | listed corporations whose activities are regulated by any written law relating to banking, finance corporations or insurance and are subject to supervision by Bank Negara Malaysia; |
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| | (b) | Participating Organisation; |
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| | (c) | infrastructure project corporations which have not completed their infrastructure project(s); and |
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| | (d) | such other category of listed corporations as may be prescribed by the Exchange. |
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| (8) | For a Cash Company to be no longer considered a Cash Company, the Cash Company must– |
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| | (a) | complete the implementation of its proposal; and |
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| | (b) | submit an application to the Exchange to demonstrate that it is no longer a Cash Company, together with all the necessary documentary evidence. |
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| | The fact that a Cash Company has ceased to trigger the Cash Criterion before it completes the implementation of its proposal, would not entitle it to be no longer considered as a Cash Company for the purpose of this sub-Rule. FAQ 8.15 |
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| (9) | A Cash Company must ensure that all moneys deposited, together with interests earned with the financial institution licensed by Bank Negara Malaysia and operated by a custodian under sub-Rule (4) above are distributed to its shareholders on a pro-rata basis as soon as practicable if the Cash Company – |
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| | (a) | fails to comply with any part of its obligations in sub-Rule (5)(a) above; or |
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| | (b) | does not intend to
maintain its listing at any time after it receives the notice referred to in
sub-Rule (1) above. |
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[ Cross reference: Guidance Note 2 and 20 ] |
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| 8.03A | Level
of operations FAQ 8.16, FAQ 8.17 |
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| (1) | A
listed corporation must maintain an adequate level of operations to warrant
continued trading or listing on the Official List. |
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| (2) | The
following are circumstances which indicate that a listed corporation may not
have a level of operations that is adequate to warrant continued trading or
listing on the Official List: |
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| | (a) | the listed corporation has suspended or ceased – |
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| | | (i) | all of its business or its major business; or |
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| | | (ii) | its entire or major operations, |
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any reasons whatsoever including, amongst others, due to or as a result of - |
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| | | (aa) | the
cancellation, loss or non-renewal of a licence, concession or such other rights
necessary to conduct its business activities; |
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| | | (bb) | the
disposal of the listed corporation’s business or major business; or |
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| | | (cc) | a
court order or judgment obtained against the listed corporation prohibiting the
listed corporation from conducting its major operations on grounds of
infringement of copyright of products etc; or |
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| | (b) | the listed corporation has an insignificant business
or operations. This is not applicable to a during the . |
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| (3) | Subject to sub-Rules (5) and (6) below, a listed corporation that triggers sub-Rules (2)(a) or (2)(b) above ("affected listed corporation") must comply with the following, failing which the Exchange may suspend the trading of listed securities of such listed corporation or de-list the listed corporation, or both: |
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| | (a) | immediately
announce to the Exchange of its condition and provide such information from
time to time for public release in accordance with the disclosure obligations
set out in paragraph 4.0 of Guidance Note 3, with the necessary modifications; |
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| | (b) | regularise
its condition by complying with the requirements set out in Rule 8.04(3) and
paragraph 5.0 of Guidance Note 3, with the necessary modifications; and |
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| | (c) | comply
with such other requirements or do such other acts or things as may be
prescribed or required by the Exchange. |
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| (4) | Where
the Exchange approves the regularisation plan of an affected listed corporation
pursuant to sub-Rule (3)(b) above, such approval may be unconditional or
subject to such conditions, as it deems fit. If the regularisation plan is
rejected by the Exchange, the affected listed corporation may appeal against
the decision of the Exchange within 30 days from the date of its rejection. |
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| (5) | An
affected listed corporation need not comply with the requirements set out in
sub-Rule (3) above provided that - |
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| | (a) | the
affected listed corporation is able to demonstrate to the satisfaction of the
Exchange that its remaining business is sustainable and has prospects,
supported with appropriate justifications; and |
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| | (b) | in
the view of the Exchange, its level of operations warrant continued trading or
listing on the Official List. |
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| (6) | An affected listed
corporation intending to rely on sub-Rule (5) above must announce the following
to the Exchange: |
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| | (a) | immediately upon the affected listed corporation triggering sub-Rules
(2)(a) or (2)(b) above, a statement to that effect and that it has made an
application to the Exchange pursuant to sub-Rule (5) above; and |
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| | (b) | immediately upon its receipt of the Exchange’s decision on its
application, the Exchange’s decision and the conditions imposed (if any). |
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| (7) | For the purposes of
this Rule, unless the context otherwise requires – |
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| | (a) | in relation to sub-Rule (2)(a) above, "major" means such proportion that contributes or generates 70% or more of the listed corporation's revenue on a consolidated basis based on its latest annual audited or unaudited financial statements; |
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| | (b) | “insignificant business or operations" means business or
operations which generates revenue on a consolidated basis that represents 5%
or less of the issued and paid-up capital (excluding any redeemable preference
shares and treasury shares) of the listed corporation ("Capital")
based on its latest annual audited or unaudited financial statements. |
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| | | For the purpose of
computation, the following applies |
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| | | (i) | "revenue on a consolidated basis" comprises the revenue of the listed corporation, its subsidiaries, as well as revenue from the listed corporation's associated companies, calculated on a proportionate basis, based on the listed corporation's equity holding in the associated companies; and |
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| | | (ii) | where there is/are a
change/changes to the Capital in that financial year, the weighted average Capital
for that financial year must be used. The weighted average Capital means the
total amount of the Capital at the beginning of the financial year, adjusted by
the amount of increase or reduction in the Capital during that financial year
multiplied by a time-weighting factor. The time-weighting factor is the number
of days that the specific Capital is outstanding as a proportion of the total
number of days in that financial year. |
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| | | Example - Weighted
Average of Capital for financial year ended 31 December 2xx1 |
| | | | | | Issued and Paid up
Capital (RM) | | 1 January 2xx1 | Balance | 10,000,000 | | 1 June 2xx1 | Issue of 5,000,000
new shares for cash | 15,000,000 | | 1 June 2xx1 | Issue of
3,000,000 new shares for cash | 18,000,000 |
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| | | Computation of weighted average: |
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| | | (10,000,000 x 151/365) + (15,000,000 x 183/365) + (18,000,000 x 31/365) = 13,186,301 |
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| [ Cross reference: Guidance Note 3 and 20 ] |
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| 8.04 | Financial condition FAQ 8.17, FAQ 8.18, FAQ 8.28, FAQ 8.30 |
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| (1) | The financial condition of a listed corporation on a consolidated basis must, in the opinion of the Exchange, warrant continued trading or listing on the Official List. |
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| (2) | The Exchange may prescribe certain criteria in relation to the financial condition of a listed corporation ("Prescribed Criteria"). When a listed corporation triggers any of the Prescribed Criteria ("GN3 Company") it must comply with such requirements as may be prescribed by the Exchange, failing which the Exchange may suspend the trading of listed securities of such listed corporation or de-list it or both. FAQ 8.24, FAQ 8.25, FAQ 8.26, FAQ 8.29 |
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| (3) | A GN3 Company must comply with the following additional requirements: |
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| | (a) | regularise its condition in the following manner: FAQ 13.1 |
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| | | (i) | submit to the Exchange a regularisation plan and obtain the Exchange's approval to implement the plan within 12 months from the date the listed corporation announces that it is a GN3 Company; FAQ 8.31 |
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| | | (ii) | appoint a Sponsor within 3 months from the date the listed corporation announces that it is a GN3 Company and retain the said Sponsor until it is no longer considered as a GN3 Company by the Exchange under sub-Rule (8) below; and FAQ 8.19, FAQ 8.21 |
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| | | (iii) | implement the regularisation plan within 6 months from the date the regularisation plan is approved by the Exchange. However, for cases which involve court proceedings, a GN3 Company has up to 12 months from the date the regularisation plan is approved by the Exchange, to complete the implementation of the regularisation plan; |
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| | (b) | provide such information as may be prescribed by the Exchange from time to time for public release; |
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| | (c) | retain the services of a Sponsor for at least 3 full financial years after it is no longer considered as a GN3 Company by the Exchange under sub-Rule (8) below. In this regard, the Sponsor referred to in sub-Rule (a)(ii) above must act as the Sponsor of the GN3 Company for at least the first full financial year; and FAQ 8.20 |
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| | (d) | do such other acts or things as may be required by the Exchange. |
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| (4) | Where the Exchange approves the regularisation plan of a GN3 Company, such approval may be unconditional or subject to such conditions, as it deems fit. If the regularisation plan is rejected by the Exchange, the GN3 Company may appeal against the decision of the Exchange within 30 days from the date of its rejection. |
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| (5) | If a GN3 Company fails to comply with any part of its obligations under sub-Rule (3)(a) above within the
timeframes permitted by the Exchange, the Exchange shall – |
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| | (a) | suspend the trading
of the GN3 Company’s listed securities on the 6th market day after
the date of notification of suspension by the Exchange; and FAQ 8.27 |
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| | (b) | de-list such GN3 Company subject to the latter's right to appeal against the de-listing under sub-Rule (6) below. |
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| (6) | Unless otherwise specified, a GN3 Company which intends to appeal against a
de-listing under this Rule 8.04 must submit its appeal to the Exchange within 5
market days from the date of notification of de-listing by the Exchange. |
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| (7) | Where
an appeal against de-listing has been submitted to the Exchange, the Exchange
shall stay the de-listing of the GN3 Company concerned pending consideration of
the appeal. However, the Exchange shall suspend the trading of the GN3
Company’s listed securities on the 6th market day after the date of
notification of suspension by the Exchange even though the decision of the
appeal may still be pending |
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| (8) | For a GN3 Company to be no longer considered a GN3 Company, the GN3 Company must – |
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| | (a) | complete the implementation of its regularisation plan; and |
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| | (b) | submit an application to the Exchange to demonstrate that it is no longer a GN3 Company, together with all the necessary documentary evidence. |
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| | The fact that a GN3 Company has ceased to trigger the Prescribed Criteria before it completes the implementation of its regularisation plan, would not entitle it to be no longer considered as a GN3 Company for the purpose of this sub-Rule. FAQ 8.22 |
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[ Cross reference: Guidance Note 3 and 20 ] |
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| 8.05 | Sponsor during the Sponsorship Period |
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| (1) | A listed corporation must comply with Rule 3.21 in securing and maintaining the services of a Sponsor. |
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| (2) | The Exchange may at any time suspend the trading in the securities of a listed corporation which fails to comply with sub-Rule (1) above. If the suspension continues for more than 2 months, the Exchange may de-list the listed corporation from its Official List. |
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| 8.06 | Appointment of Adviser for proposals FAQ 8.32, FAQ 8.33 |
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| (1) | A listed corporation must engage the services of an where it undertakes such corporate proposal or activity prescribed by the Exchange to require the services of an Adviser. |
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| | [ Cross reference: Guidance Note 19 ] |
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| (2) | A listed corporation must ensure that the circular or document in respect of such corporate
proposal is prepared and reviewed by its Adviser before it is submitted to the Exchange for
perusal. |
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| PART C – CERTIFICATES, TRANSFERS AND TRANSMISSIONS |
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| 8.07 | Proxy forms |
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| A listed corporation must design its proxy forms in a manner which will allow a securities holder of the listed corporation appointing a proxy to indicate how he would like his proxy to vote in relation to each resolution. |
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| 8.08 | Audit for transfers and issue of certificates |
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| A listed corporation must provide the Exchange, upon request, with an external auditor's certificate to the effect that the issue of securities is in accordance with the requirements set out in Rules 6.29, 6.46, 6.59 and 8.17 where applicable. |
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| 8.09 | Number of securities |
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| A listed corporation must ensure that the number of securities represented by a certificate is clearly shown in words and figures on the face of the certificate or in such other manner as may be approved by the Exchange. |
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| 8.10 | Paper quality and watermark |
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| A listed corporation must ensure that the certificates are designed so that forgery and/or alterations are readily detectable. A listed corporation must entrust the printing of securities certificates to recognised security printers and ensure that the paper for the securities is first class bond or banknote paper containing a watermark of the printer or the listed corporation, and such other additional security features as the Exchange may determine from time to time. |
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| 8.11 | Size of certificates |
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| A listed corporation must ensure that the certificates measure 8"X10" (including perforations) or such other size as may be determined by the Exchange from time to time. |
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| 8.12 | Submission of annual returns |
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| A listed corporation must submit to the Exchange returns as at 31st December of each calendar year within 2 months from the said date, which includes such information as may be prescribed by the Exchange from time to time by way of an electronic template provided by the Exchange. |
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| 8.13 | Change in classification FAQ 8.1 |
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| (1) | Where there are circumstances to signify that a change in the classification of a listed corporation in a specific sector has taken place, the listed corporation must propose to the Exchange of the change in classification in such manner as may be prescribed by the Exchange. The proposed change in classification is subject to the approval of the Exchange. The Exchange may in its absolute discretion either maintain the classification or classify the listed corporation into such other sector as it deems fit. |
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| (2) | Notwithstanding the absence of any notification from the listed corporation, the Exchange may, where the circumstances warrant the same, change the classification of a listed corporation to a sector which, in the opinion of the Exchange, is more appropriate for the listed corporation. |
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[ Cross reference: Guidance Note 1 ] |
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| PART D – SPONSORSHIP OF DEPOSITORY RECEIPTS |
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| 8.14 | Sponsorship of depository receipts |
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| A listed corporation must not enter into an agreement with a depository bank to sponsor a depository receipt programme unless the following terms are incorporated in the said agreement: |
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| (a) | the total number of custodians holding the listed corporation's securities for which the receipts are issued ("underlying securities") must not be more than 5; |
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| (b) | the total number of underlying securities at any time must not be more than 5% of the total issued and paid-up capital of the listed corporation; |
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| (c) | the depository bank must provide to the listed corporation, information in respect of the depository receipts that will enable the listed corporation to comply with these Requirements; and |
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| (d) | where there is more than one custodian bank appointed, the depository bank must fix a limit for the number of securities to be held by each custodian so that the total number of securities held by all the custodians does not exceed the limit referred to in sub-Rule (b) above. |
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| 8.15 | Status reports on depository receipts |
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| (1) | A listed corporation which has entered into an agreement to sponsor a depository receipt programme must provide to the Exchange, for its information, every quarter of a calendar year, the following ("status report"): |
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| | (a) | the number and names of the custodians holding the securities for which the depository receipts are issued; and |
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| | (b) | the total number and percentage of the securities for which the depository receipts are issued against its issued and paid-up capital and a breakdown of the same in respect of the securities held by each custodian. |
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| (2) | Where the status report shows that the percentage of the securities for which the depository receipts are issued against its issued and paid-up capital exceeds the limit referred to in Rule 8.14(b) above, the Exchange will forward such report to the Depository, for its further action. |
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| PART E – OFFER FOR SALE |
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| 8.16 | Renounceable offer for sale |
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| A listed corporation or an offeror, or both, in a renounceable offer for sale of securities listed or proposed to be listed on the Official List, must comply with the requirements of Rules 6.23, 6.24, 6.25, 6.27, 6.28 and 6.29 as if its offer for sale were the rights issue mentioned under those Rules. |
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| 8.17 | Allotment of securities and despatch of notices of allotment in respect of an offer for sale |
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| In respect of an offer for sale to the existing securities holders or the public, of securities listed or proposed to be listed on the Official List as the case may be, within 15 market days of the final applications date or such other period as may be prescribed by the Exchange, a listed corporation or offeror, or both must - |
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| (a) | cause the securities to be credited into the securities account of the successful applicants or issue and/or allot securities, as the case may be; |
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| (b) | despatch notices of allotment to the successful applicants; and |
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| (c) | apply for the quotation of such securities (where applicable). |
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| PART F – DIRECTORS |
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| 8.18 | Director's undertaking |
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| A listed corporation must ensure that every director of the listed corporation gives the Exchange not later than 14 days after his appointment, an undertaking in the form of as may be prescribed by the Exchange. |
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[ Cross reference: Annexure GN15-C.pdf and Annexure GN15-D.pdf of Guidance Note 15 ] |
| PART G – SHARE ISSUANCE SCHEME |
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| 8.19 | Allocation under a Share Issuance Scheme |
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| (1) | A listed corporation must disclose to employees the criteria for allocation of options pursuant to a Share Issuance Scheme. |
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| (2) | A listed corporation must ensure that allocation of options pursuant to a scheme is verified by the audit committee, as being in compliance with the criteria referred to in sub-Rule (1) above, at the end of each financial year. |
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| (3) | A listed corporation must also ensure that a statement by the audit committee verifying such allocation is included in the annual report. |
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| 8.20 | Termination of a Share Issuance Scheme |
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| (1) | A listed corporation may not terminate a Share Issuance Scheme before expiry unless - |
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| | (a) | the bylaws of the scheme contain a provision empowering the listed corporation to do so; |
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| | (b) | [deleted] |
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| | (c) | [deleted] |
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| (2) | [Deleted] |
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| (3) | [Deleted] |
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| (4) | [Deleted] |
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| (5) | A listed corporation which terminates a Share Issuance Scheme before its expiry must immediately announce to the Exchange – |
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| | (a) | the effective date of termination; |
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| | (b) | the number of options exercised or shares vested; and |
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| | (c) | the reasons for termination. |
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| 8.21 | Implementation of a new Share Issuance Scheme |
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| A listed corporation may implement more than 1 Share Issuance Scheme provided that the aggregate number of shares available under all the Share Issuance Schemes does not breach the limit stipulated in Rule 6.39. FAQ 6.39 |
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| 8.22 | Restriction on dealings |
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| A non-executive director must not sell, transfer or assign shares obtained through the exercise of options offered to him pursuant to a Share Issuance Scheme within 1 year from the date of offer of such options. |
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| PART H – OTHERS |
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| 8.23 | Material dilution |
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| (1) | A listed corporation must obtain shareholder approval in a general meeting for the issue by its principal subsidiary, of shares or convertible securities or options that results or could potentially result in a material dilution of the listed corporation's equity interest in such principal subsidiary. |
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| (2) | For the purpose of sub-Rule (1) above, "material dilution" means a percentage reduction amounting to 25% or more. |
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| 8.24 | Material variations |
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| (1) | Where a proposal has been approved by shareholders in general meeting and a listed corporation proposes to make a material amendment, modification or variation to such proposal, the listed corporation must issue a circular to its shareholders and seek its shareholder approval of such material amendment, modification or variation. FAQ 8.34, FAQ 8.36 |
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| (2) | For the purpose of sub-Rule (1) above, an amendment, modification or variation is considered material if it can be reasonably expected to have a material effect on the decision of a holder of securities of the listed corporation in relation to such proposal. |
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| (3) | Sub-Rule (1) above does not apply to any amendment, modification or variation resulting from such direction or condition as may be imposed by the relevant authorities. FAQ 8.35 |
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| 8.25 | Provision of financial assistance |
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| (1) | Except
as otherwise prohibited under the law or in relation to a foreign corporation,
the relevant laws of the place of incorporation and subject to sub-Rule (2)
below, a listed corporation or its subsidiaries not listed on any stock
exchange may only - FAQ 8.38 |
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| | (a) | lend or advance any money; or |
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| | (b) | guarantee, indemnify or provide collateral for a debt, |
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| | ("provision of financial assistance") to or in favour of the following: |
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| | (i) | directors or employees of the listed corporation or its subsidiaries; |
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| (ii) | persons to whom the provision of financial assistance - FAQ 8.39, FAQ 8.43 |
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| | | (aa) | is necessary to facilitate the ordinary course of business of the listed corporation or its subsidiaries; or |
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| | | (bb) | pursuant to the ordinary course of business of the listed corporation or its subsidiaries, |
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| | | such as the provision of advances to its sub-contractors or advances made to clients in the ordinary course of its moneylending business; or |
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| | (iii) | the subsidiaries, associated company or joint arrangements of the listed corporation, the
listed corporation (in the case of the subsidiaries providing the financial
assistance) or its immediate holding company which is listed. |
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| | | For the purpose of this sub-Rule (iii), a "joint arrangement" has the meaning given to it under the approved accounting standards |
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| (2) | Where a listed corporation or its subsidiaries provide financial assistance - |
| | |
| | (a) | the board of directors of such listed corporation must ensure - |
| | | |
| | | (i) | that the provision of the financial assistance referred to in sub-Rule (1) above is fair and reasonable to the listed corporation and is not to the detriment of the listed corporation and its shareholders; and FAQ 8.46 |
| | | | |
| | | (ii) | where a listed corporation or its subsidiary lends or advances money in the ordinary course of business as a moneylender ("moneylending company" and "moneylending operations"), that the board of directors of the listed corporation oversees the moneylending operations and the management of credit risk of the moneylending company including ensuring that adequate policies and procedures are put in place which must be reviewed regularly to enable – FAQ 8.40, FAQ 8.41, FAQ 8.44, FAQ 8.48 |
| | | | |
| | | | (aa) | maintenance of sound credit-granting standards; |
| | | | | |
| | | | (bb) | maintenance of a clear and defined credit approval process including a list of the approving party(ies), which must include the board of directors of the listed corporation, for different quantum of financial assistance granted by the moneylending company; |
| | | | | |
| | | | (cc) | monitoring and control of credit risk; and |
| | | | | |
| | | | (dd) | timely identification and administration of problem credits; FAQ 8.49 |
| | | | | |
| | (b) | where it is a related party transaction as defined in Rule 10.02, the listed corporation complies with the requirements of Rule 10.08 in addition to this provision; |
| | | |
| | (c) | where the provision
of financial assistance is to the associated company or the joint arrangement of
the listed corporation, and the aggregate amount provided or to be provided at
any time to each associated company or joint arrangement compared to the net
tangible assets of the group is 5% or more, the listed corporation must issue a
circular to its shareholders and seek shareholder approval in a general
meeting, of such provision of financial assistance, unless the listed corporation complies with the requirements in sub-Rule (1)(ii)
above, in which case, the requirement to issue a circular and seek shareholder
approval is dispensed with; FAQ 8.45 |
| | | |
| | (d) | where shareholder approval is required pursuant to sub-Rules (b) or (c) above, the listed corporation must state in its circular, the proposed utilisation of the amount of the financial assistance; and |
| | | |
| | (e) | in addition to the announcement as may be required by the Exchange, the listed corporation must announce the information set out in Appendix 8D in relation to each moneylending company for each quarter of its financial year, if any, not later than 7 market days after the end of each quarter of a financial year. FAQ 8.47, FAQ 8.50 |
| | | |
| (3) | Except as otherwise prohibited under the law or in relation to a foreign corporation, the relevant laws of the place of incorporation and without limiting the generality of Part D of Chapter 2- |
| | |
| | (a) | a listed corporation or its directors must give the Exchange any information, document or explanation that the Exchange requests for in relation to moneylending operations in accordance with the instructions or requests of the Exchange, including but not limited to the following information in relation to the 20 debtors of each moneylending company having the highest amount of outstanding loans and/or advances ("Loans") (with aggregation of Loans granted to persons connected with each other): |
| | | |
| | | (i) | the names of the debtors and, in relation to each debtor, a statement as to whether the debtor is a related a party; |
| | | | |
| | | (ii) | the outstanding Loan amounts with aggregation of Loans granted to persons connected to each other, and the breakdown into principal and interest owing; |
| | | | |
| | | (iii) | the salient terms of the outstanding Loans including the interest rate, terms as to the repayment of interest and principal and the security provided; and |
| | | | |
| | | (iv) | the length of default on interest and/or principal, if applicable; and |
| | | | |
| | (b) | the Exchange may, at its absolute discretion, forward such information, document or explanation to the relevant authorities including the SC. |
| | | |
| (4) | Sub-Rules (1), (2) and (3) above do not apply to - FAQ 8.42 |
| | |
| | (a) | any provision of financial assistance provided to or in favour of the listed corporation or wholly owned subsidiaries of the listed corporation; |
| | | |
| | (b) | a corporation whose activities are regulated by any written law relating
to banking, finance corporations or insurance and are subject to supervision by
Bank Negara Malaysia or an equivalent foreign regulatory authority as the
Exchange deems appropriate; or |
| | | |
| | (c) | [deleted] |
| | | |
| | (d) | share financing or share margin financing carried out by a listed corporation or
its subsidiary not listed on any stock exchange which is a Participating
Organisation. |
| | | |
[ Cross reference: Guidance Note 4 ] |
| | |
| 8.26 | Listing of subsidiaries |
| | |
| A listed corporation must obtain shareholder approval if it wishes to list the securities of any of its subsidiaries on any stock exchange. |
| | |
| 8.27 | No alteration to or revocation of entitlement or books closing date after announcement of books closing date |
| | |
| (1) | Where an entitlement is subject to the relevant authorities' approval, a listed corporation must first procure such authorities' approval before fixing a books closing date. |
| | |
| (2) | Once the basis of an entitlement and the books closing date have been declared, a listed corporation must not make any subsequent alteration to or revocation of such entitlement or books closing date. |
| | |
| 8.28 | Declaration of dividend |
| | |
| (1) | Once
the dividend has been declared or
proposed to shareholders, a listed corporation must
not make any subsequent alteration to the dividend entitlement. |
| | |
| (2) | A listed corporation must ensure that all dividends are paid not later than 3 months from the date of declaration or the date on which approval is obtained in a general meeting, whichever is applicable. |
| | |
| 8.28A | Electronic payment of cash distributions FAQ 8.51 |
| | |
| (1) | A listed corporation must pay all cash distributions to its securities holders by directly crediting the payments into the securities holders' bank accounts as provided to the Depository from time to time. FAQ 8.52, FAQ 8.57, FAQ 8.58, FAQ 8.59, FAQ 8.60 |
| | |
| (2) | Where a listed corporation's securities holders have provided the relevant contact details to the Depository for the purposes of electronic notifications, the listed corporation must notify them electronically once the listed corporation has paid the cash distributions out of its account. FAQ 8.53, FAQ 8.54, FAQ 8.55, FAQ 8.56 |
| | |
| (3) | For the purpose of this Rule, "cash distributions" means cash payments made by a listed corporation in respect of its securities which are listed and quoted for trading on the Exchange, as prescribed by the Exchange from time to time which include - FAQ 8.61 |
| | |
| | (a) | cash dividends; |
| | | |
| | (b) | payments of interest or profit rates on debt securities or sukuk respectively; |
| | | |
| | (c) | capital repayment; and |
| | | |
| | (d) | cash payments in lieu of odd lots arising from distributions in specie. |
| | | |
| 8.29 | Notices of general meetings |
| | |
| (1) | A listed corporation must ensure that all notices convening general meetings contain sufficient information to enable a member to decide whether to attend the meeting. |
| | |
| (2) | Without limiting the generality of sub-Rule (1) above, a listed corporation must ensure that a notice convening an annual general meeting, where applicable, is accompanied by a statement which includes the information set out in Appendix 8A. |
| |
| (3) | Any notice of a general meeting called to consider special business must be accompanied by an explanatory note which contains the necessary information to enable a member to make an informed decision. Such explanatory note must include the effect of any proposed resolution in respect of such special business. |
| | |
| 8.30 | Notice of maturity |
| | |
| The listed corporation must issue a notice of the maturity or expiry of any listed convertible security to its holders and advertise a summary of the same in at least one nationally circulated Bahasa Malaysia or English daily newspaper not less than 1 month before the last conversion/exercise date or maturity date, whichever is the earlier. |
| | |
| 8.31 | Securities holder approval |
| | |
| (1) | Where a transaction entered into or proposed to be entered into by a listed corporation or any other action or proposal of a listed corporation is specified in these Requirements as one which requires securities holder approval, such approval must be obtained before the transaction, action or proposal being completed. FAQ 8.37 |
| | |
| (2) | Where the transaction entered into or proposed to be entered into by a listed corporation is the grant for the exercise of an option and shareholder approval is required pursuant to these Requirements, then - |
| | |
| | (a) | in the case of an issue by the listed corporation or its subsidiaries, the shareholder approval must be obtained before the option is issued, or the issue must be subject to that approval; and |
| | | |
| | (b) | in the case of an exercise by the listed corporation or its subsidiaries, the shareholder approval must be obtained before an option is exercised. |
| | | |
| 8.32 | Accounting and other records |
| | |
| A listed corporation must cause to be kept such accounting and other records as will sufficiently explain the financial position or operations of the listed corporation, including its subsidiaries. |
| | |
| 8.33 | Lodgement of agreement |
| | |
| Where any agreement has been entered into by a listed corporation or its subsidiaries in connection with any acquisition or disposal of assets or any transaction outside the ordinary course of business of a listed corporation or its subsidiaries, the listed corporation must make available for inspection a copy each of the relevant agreements at the listed corporation's registered office in Malaysia for a period of 3 months from the date of announcement. |
| | |
| PART I – SPECIFIC CONTINUING OBLIGATIONS RELATING TO PRICE STABILIZATION MECHANISM |
| | |
| 8.34 | Responsibilities of a listed corporation for the purposes of stabilizing action |
| | |
| (1) | A listed corporation must ensure that the stabilizing manager undertaking the stabilizing action on its behalf, maintains a register in accordance with subparagraph 10(a) of the Capital Markets and Services (Price Stabilization Mechanism) Regulations 2008, which contains the information set out under Appendix 8C and that any changes to the information in the register be updated on a daily basis. |
| | |
| (2) | The listed corporation must make available the register and all agreements relating to the market stabilization entered into by the listed corporation and stabilizing manager to the SC, Exchange or a person authorized in writing by the Exchange for inspection and must allow the SC, Exchange or a person authorized in writing by the Exchange to make copies or take extracts from the register or the agreements. |
| | |
| (3) | In addition to sub-Rule (1) above, the listed corporation must also ensure that the register is capable of being brought into Malaysia and made available for inspection by the SC, Exchange or a person authorized in writing by the Exchange or where such register is not capable of being brought into Malaysia, a certified true copy of the register is made available for inspection by the SC, Exchange or a person authorized in writing by the Exchange if – |
| |
| | (a) | the listed corporation is listed both on the Exchange and an exchange outside Malaysia; and |
| | | |
| | (b) | it has appointed a stabilizing manager to carry out stabilizing action on a stock market outside Malaysia. |
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| (4) | For the purposes of this Rule, inspection includes making copies and taking extract from the register. |
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[ End of Chapter ] Back to Top |
| |
| Appendix 8A |
| Appendix 8B |
| Appendix 8C |
| Appendix 8D |