[ACE LR] CHAPTER 9 - CONTINUING DISCLOSURE

[ As at 31 December 2015 ]

PART A – GENERAL

9.01	Introduction

(1)	This Chapter sets out the continuing disclosure requirements that must be complied with, amongst others, by a listed corporation, its director or adviser.

(2)	The disclosure requirements set out in this Chapter consist of the following:

	(a)	corporate disclosure policy of the Exchange (Parts B to H);

	(b)	preparation of announcements (Part I);

	(c)	immediate disclosure requirements (Part J);

	(d)	periodic disclosure requirements (Part K); and

	(e)	circulars and other requirements (Part L).

(3)	Continuing disclosure is the timely and accurate disclosure of all material information by a listed corporation to the public.

(4)	Continuing disclosure ensures a credible and responsible market in which participants conduct themselves with the highest standards of due diligence and investors have access to timely and accurate information to facilitate the evaluation of securities.

PART B – CORPORATE DISCLOSURE POLICY

9.02	Corporate disclosure policy

(1)	A listed corporation must, in accordance with these Requirements, disclose to the public all material information necessary for informed investing and take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information.

(2)	A listed corporation must adhere to the following 6 specific policies concerning disclosure, which are as follows:

	(a)	immediate disclosure of material information (Part C);

	(b)	thorough public dissemination (Part D);

	(c)	clarification, confirmation or denial of rumours or reports (Part E);

	(d)	response to unusual market activity (Part F);

	(e)	unwarranted promotional disclosure activity (Part G); and

	(f)	insider trading (Part H).

PART C – IMMEDIATE DISCLOSURE OF MATERIAL INFORMATION

9.03	Disclosure of material information

(1)	A listed corporation must make immediate public disclosure of any material information, except as set out in Rule 9.05 below.

(2)	Information is considered material, if it is reasonably expected to have a material effect on -

	(a)	the price, value or market activity of any of the listed corporation's securities; or

	(b)	the decision of a holder of securities of the listed corporation or an investor in determining his choice of action.

(3)	Without limiting the generality of sub-Rule (2) above, material information may include information which -

	(a)	concerns the listed corporation's assets and liabilities, business, financial condition or prospects;

	(b)	relates to dealings with employees, suppliers, customers and others;

	(c)	relates to any event affecting the present or potential dilution of the rights or interests of the listed corporation's securities; or

	(d)	relates to any event materially affecting the size of the public holding of its securities.

9.04	Examples of events which may require immediate disclosure

The following are some examples of events which may require immediate disclosure by the listed corporation:

(a)	the entry into a joint venture agreement or merger;

(b)	the acquisition or loss of a contract, franchise or distributorship rights;

(c)	the introduction of a new product or discovery;

(d)	a change in management;

(e)	the borrowing of funds;

(f)	the commencement of or the involvement in litigation and any material development arising from such litigation; ^{FAQ 9.4}

(g)	the commencement of arbitration proceedings or proceedings involving alternative dispute resolution methods and any material development arising from such proceedings;

(h)	the purchase or sale of an asset;

(i)	a change in capital investment plans;

(j)	the occurrence of a labour dispute or disputes with sub-contractors or suppliers;

(k)	the making of a tender offer for another corporation's securities;

(l)	[deleted]

(m)	a change in the general business direction;

(n)	a change of intellectual property rights;

(o)	the entry into a memorandum of understanding;

(p)	the entry into any call or put option or financial futures contract; or

(q)	a change in the business plan of the listed corporation that has been previously disclosed.

9.05	Withholding of material information

(1)	A listed corporation may, in exceptional circumstances, temporarily refrain from publicly disclosing material information, provided that complete confidentiality is maintained. Where material information is withheld, the listed corporation must refrain from delaying disclosure for an unreasonable period of time since it is unlikely that confidentiality can be maintained beyond a short period of time.

(2)	The exceptional circumstances where disclosures can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. In cases of doubt, the presumption must always be in favour of disclosure.

(3)	The following are some exceptional circumstances where disclosure may be temporarily withheld:

	(a)	when immediate disclosure would prejudice the ability of the listed corporation to pursue its corporate objectives. Public disclosure of a plan to acquire certain real estate for example, could result in an increase in the listed corporation's cost of the desired acquisition or could prevent the listed corporation from carrying out the plan at all. In such circumstances, if the unfavourable result to the listed corporation outweighs the undesirable consequences of non-disclosure, disclosure may properly be deferred to a more appropriate time;

	(b)	when the facts are in a state of flux and a more appropriate moment for disclosure is imminent.

		Occasionally, corporate developments give rise to information which, although material, is subject to rapid change. If the situation is about to stabilise or resolve itself in the near future, it may be proper to withhold public announcement until a firm announcement may be made, since successive public announcements concerning the same subject but based on changing facts may confuse or mislead the public rather than enlighten it. In the course of a successful negotiation for the acquisition of another corporation, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly after that, it may become apparent to the parties that it is likely an agreement can be reached. Finally, an agreement in principle may be reached on specific terms. In such circumstances a listed corporation need not issue a public announcement at each stage of the negotiations, describing the current state of constantly changing facts but may await agreement in principle on specific terms. If, on the other hand, progress in the negotiations should stabilise at some other point, disclosure should then be made if the information is material; or

	(c)	where company or securities laws may restrict the extent of permissible disclosure before or during a public offering of securities or a solicitation of proxies.

9.06	Maintaining confidentiality

(1)	Whenever material information is being temporarily withheld, a listed corporation must ensure that the strictest confidentiality is maintained.

(2)	The listed corporation should limit the number of people with access to the material information and ensure the security of all confidential documents.

(3)	Notwithstanding Rule 9.05 above, in the event that material information is or is believed to have been inadvertently disclosed to third parties or where the material information has become generally available through the media or otherwise, the listed corporation must immediately announce the information to the Exchange. *^{FAQ 9.5}*

9.07	Monitoring of market activity and making of announcements

During a period where information is withheld, the market activity of the listed corporation's securities must be closely monitored. The listed corporation must immediately announce the information withheld to the Exchange, in the following circumstances:

(a)	unusual market activity in the listed corporation's securities which signifies that a "leak" of the information may have occurred;

(b)	rumours or reports concerning the information have appeared; or

(c)	where the listed corporation learns that there are signs that insider trading may be taking place.

PART D – THOROUGH PUBLIC DISSEMINATION

9.08	Thorough public dissemination

(1)	A listed corporation must release material information to the public in a manner designed to obtain its fullest possible public dissemination.

(2)	A listed corporation must ensure that no disclosure of material information is made on an individual or selective basis to analysts, shareholders, journalists or other persons unless such information has previously been fully disclosed and disseminated to the public. In the event that material information is inadvertently disclosed on the occasion of any meetings with analysts, shareholders, journalists or others, it must be publicly disseminated as promptly as possible. ^{FAQ 9.6}

(3)	There may be limited circumstances where selective disclosure of material information is necessary, for example where the listed corporation is undertaking a corporate exercise or to facilitate a due diligence exercise. In such circumstances, the listed corporation must ensure that the disclosure is restricted to only relevant persons and the strictest confidentiality is maintained. ^{FAQ 9.6}

(4)	Disclosures of material information can often be made after the market closes. If the disclosure is made immediately before or during trading hours, the Exchange may impose a temporary halt or suspension in trading of the listed corporation's securities. Such a temporary halt or suspension provides an opportunity for the dissemination and evaluation of the information released.

(5)	Any public disclosure of material information must be made by an announcement first to the Exchange or simultaneously to the Exchange, the press and newswire services. For the avoidance of doubt, a listed corporation must not release any material information to the media even on an embargoed basis until it has given the information to the Exchange.

PART E – CLARIFICATION, CONFIRMATION OR DENIAL OF RUMOURS OR REPORTS

9.09	Clarification, confirmation or denial of rumours or reports

(1)	Whenever a listed corporation becomes aware of any rumour or report, true or false, that contains material information, the listed corporation must make due enquiry and immediately publicly clarify, confirm or deny the rumour or report.

(2)	For the purpose of sub-Rule (1) above, the listed corporation must publicly clarify any rumour or report which is in any form whatsoever and howsoever including that by word-of-mouth and not limited to an article or otherwise, published in a newspaper, newswire, magazine, a broker's market report or any other publication.

9.10	Response to rumour or report

(1)	In the case of a rumour or report containing erroneous material information which has been circulated, the listed corporation must immediately announce to the Exchange a denial or clarification of the rumour or report and provide facts sufficient to support the denial or to clarify any misleading aspects of the rumour or report. A reasonable effort must be made to bring the announcement to the attention of the particular group that initially distributed it. In the case of an erroneous newspaper article, for example, this should be done by sending a copy of the announcement to the newspaper's financial editor, or in the case of an erroneous broker's market report, by sending a copy to the broker responsible for the report.

(2)	In the case of a rumour or report containing material information that is correct, an announcement setting forth the facts must be prepared for public release, which must include but not be limited to, an indication of the state of negotiations or of corporate plans in the rumoured area. Such announcements are essential even if the matter has yet to be presented to the listed corporation's board of directors for consideration.

(3)	In the case of a rumour or report predicting future sales, earnings or other quantitative data, no response from the listed corporation is ordinarily required. However, if such a report is manifestly based on or contains erroneous information, or is wrongly attributed to the listed corporation, the listed corporation must respond promptly to the supposedly factual elements of the rumour or report as required under Rule 9.09 and this Rule 9.10. In addition, the listed corporation must include in the announcement a statement to the effect that the listed corporation itself has made no such prediction and currently knows of no facts that would justify making such a prediction.

PART F – RESPONSE TO UNUSUAL MARKET ACTIVITY

9.11	Unusual market activity

(1)	Where unusual price movement, trading activity, or both ("unusual market activity") occurs, the listed corporation must immediately undertake a due enquiry to seek the cause of the unusual market activity in its securities. The listed corporation must consider in particular whether there is any information concerning the listed corporation which would account for the unusual market activity that -

	(a)	has recently been publicly disclosed;

	(b)	has not been publicly disclosed (in which case the unusual market activity may signify that a "leak" has occurred); or

	(c)	is the subject matter of a rumour or report.

(2)	If the listed corporation determines that the unusual market activity results from material information that has already been publicly disclosed pursuant to these Requirements, generally no further announcement is required, although, if the unusual market activity indicates that such information may have been misinterpreted, the listed corporation must issue a clarifying announcement to the Exchange.

(3)	If the unusual market activity results from a "leak" of previously undisclosed information, the information in question must be publicly disclosed by the listed corporation in accordance with these Requirements.

(4)	If the unusual market activity results from a rumour or report, the listed corporation must comply with Rules 9.09 and 9.10 above.

(5)	Finally, if the listed corporation is unable to determine the cause of the unusual market activity, the listed corporation must announce that there have been no undisclosed developments which would account for the unusual market activity.

PART G – UNWARRANTED PROMOTIONAL DISCLOSURE ACTIVITY

9.12	Promotional disclosure activity

(1)	A listed corporation must refrain from promotional disclosure activity in any form whatsoever or howsoever which may mislead investors or cause unwarranted price movement and activity in a listed corporation's securities.

(2)	Such activity includes news releases, public announcements, predictions, reports or advertisements which are -

	(a)	not justified by actual developments concerning a listed corporation;

	(b)	exaggerated;

	(c)	flamboyant;

	(d)	overstated; or

	(e)	over‑zealous.

9.13	Hallmarks of promotional disclosure activity

Although the distinction between legitimate public relations activities and such promotional disclosure activity is one that must necessarily be drawn from the facts of a particular case, the following are frequent hallmarks of promotional activity:

(a)	a series of public announcements unrelated in volume or frequency to the materiality of actual developments concerning a listed corporation;

(b)	announcement of products still in the development stage with unproven commercial prospects;

(c)	promotions and expense‑paid trips, or the seeking out of meetings or interviews with analysts and financial writers, which could have the effect of unduly influencing the market activity in the listed corporation's securities and are not justified in frequency or scope by the need to disseminate information about actual developments concerning the listed corporation;

(d)	press releases or other public announcements of a one‑sided or unbalanced nature; and

(e)	listed corporation's or product advertisements which in effect promote the listed corporation's securities.

PART H – INSIDER TRADING

9.14	Prohibitions under the law

(1)	All listed corporations and parties who may be regarded as insiders must be fully aware of the provisions of the CMSA and the Companies Act 1965.

(2)	For the purpose of this Part, "insider" has the meaning given under section 188 of the CMSA.

9.15	Prohibition from trading

Insiders must not trade on the basis of material information which is not known to the investing public.

PART I – PREPARATION OF ANNOUNCEMENTS

9.16	Content of press or other public announcement

(1)	The content of a press or other public announcement is as important as its timing. A listed corporation must ensure that each announcement -

	(a)	is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions;

	(b)	is not false, misleading or deceptive, and does not contain any language which is inflammatory, defamatory or scandalous of another person;

	(c)	is balanced and fair. Thus, the announcement must avoid amongst others -

		(i)	the omission of material facts;

		(ii)	the omission of material unfavourable facts, or the slighting of such facts, (e.g. by "burying" them at the end of a press release);

		(iii)	the presentation of favourable possibilities as certain, or as more probable than is actually the case;

		(iv)	the representation with respect to any future performance, occurrence or matter (including the doing of, or the refusing to do, any act) without adequate justification (supported by proper bases and assumptions) or any reasonable grounds for making of such representation;

		(v)	the presentation of revenue or profit estimate, forecast or projection without sufficient qualification, assumptions or factual basis. If any revenue or profit estimate, forecast or projection is released, it must be prepared carefully, with a reasonable factual basis and be stated realistically, with appropriate assumptions and qualifications, so as to ensure that it is properly understood. In addition, the accounting bases and calculations of the estimate, forecast or projection and the assumptions must be reviewed by the external auditors except where the revenue or profit estimate, forecast or projection is required to be released on an immediate basis; ^{FAQ 9.1, FAQ 9.2, FAQ 9.7, FAQ 9.8}

		(vi)	negative statements phrased so as to create a positive implication; e.g. "The company cannot now predict whether the development will have a materially favourable effect on its earnings" (creating the implication that the effect will be favourable even if not materially favourable), or "The company expects that the developments will not have a materially favourable effect on earnings in the immediate future" (creating the implication that the development will eventually have a materially favourable effect); or

		(vii)	the use of promotional jargon calculated to induce investment or create interest in the securities of the listed corporation rather than to inform;

	(d)	avoids over-technical language, and is expressed to the extent possible in language comprehensible to the layman;

	(e)	explains, if the consequences or effects of the information on the listed corporation's future prospects cannot be assessed, why this is so; and

	(f)	explains, in relation to an announcement on internal targets, that the information disclosed are merely internal management targets or aspirations set to be achieved by the listed corporation and not an estimate, forecast or projection. ^{FAQ 9.1, FAQ 9.2, FAQ 9.3}

(2)	Where an adviser is appointed by the listed corporation for preparation or submission of the announcement to the Exchange, such adviser must also comply with sub-Rule (1) above.

(3)	A listed corporation or its adviser does not commit a breach of sub-Rules (1) or (2) above, as the case may be, if such person proves that -

	(a)	he had made all enquiries as were reasonable in the circumstances; and

	(b)	after making such enquiries, he had reasonable grounds to believe and did believe until the submission of the announcement that the announcement did fulfil the requirements of sub-Rule (1) above.

(4)	Where any announcement referred to in sub-Rule (1) above has been submitted to the Exchange and the person referred to in sub-Rules (1) and (2) above subsequently becomes aware that the announcement may not fulfil the requirements of sub-Rule (1) above, the person must immediately notify the Exchange of the same.

9.17	Preparation of press or public announcement

(1)	A listed corporation must comply with the following requirements in respect of its obligation to make disclosure of information under these Requirements:

	(a)	since skill and experience are important to the preparation and editing of press or public announcements, the Exchange requires that the listed corporation identify an individual or limited group of individuals within the listed corporation who are familiar with the requirements of the Exchange, as well as any applicable requirements of the securities laws to undertake the responsibility for disclosure on a continuing basis. As a press or public announcement must usually be prepared and released as quickly as possible, the individual or group charged with this assignment must be able to handle problems that arise suddenly and unexpectedly; and

	(b)	every announcement must be reviewed by a director familiar with the matters about which disclosure is to be made.

(2)	During the period where the listed corporation is required to have a Sponsor pursuant to these Requirements, the announcement must be reviewed by the Sponsor, except for announcements made:

	(a)	pursuant to Rules 9.19(9), (10), (12), (13), (14), (15), (18) and (19) below; or

	(b)	by an Adviser appointed by the listed corporation.

9.18	Summary of salient points

(1)	All lengthy announcements to the Exchange should preferably be prefaced by a summary of salient points.

(2)	Where a summary is provided, the listed corporation must ensure that -

	(a)	the summary is in a form suitable for immediate dissemination by the Exchange; and

	(b)	the summary is clear and is an accurate reflection of the announcement.

PART J – IMMEDIATE DISCLOSURE REQUIREMENTS

9.19	Immediate announcements to the Exchange

A listed corporation must immediately announce to the Exchange the events set out below. This requirement is in addition to the other announcement requirements which are imposed under this Chapter and other parts of these Requirements, and are not exhaustive:

(1)	any intention to fix books closing date and its reason, stating the books closing date, which must be at least 10 market day after the date of announcement to the Exchange;

(2)	any recommendation or declaration of a dividend or distribution which complies with the following:

	(a)	the announcement must include –

		(i)	the amount per share;

		(ii)	the mode (in cash, by shares or both) and date of payment which is within 1 month from the books closing date; and

		(iii)	where a Dividend Reinvestment Scheme is applicable to that dividend, to state the same and the amount of the dividend per share which will be subjected to the scheme;

	(b)	where a dividend or distribution is not taxable in the hands of the shareholders, this must be stated in the announcement to the Exchange and on the dividend or distribution advice to shareholders; and

	(c)	where there is a variation in an interim or final dividend or distribution for the corresponding period in the previous year, the directors must state the reasons for the variation at the time of the recommendation or declaration;

(3)	any recommendation or decision that a dividend will not be declared;

(4)	any change in the terms of a debt security or a convertible security;

(5)	any re-organisation of the group structure of the listed corporation;

(6)	any general meeting (other than a meeting convened to pass a special resolution or an annual general meeting), at least 14 days before such meeting is held, and in the case of a meeting convened to pass a special resolution or to hold an annual general meeting, at least 21 days before such meeting is held. The announcement must include the date of the Record of Depositors which the listed corporation requires pursuant to Rule 7.16(2) for purposes of determining whether a depositor shall be regarded as a member entitled to attend, speak and vote at the general meeting;

(7)	all resolutions put to a general meeting of a listed corporation and immediately after such meeting whether or not the resolutions were carried. If the resolution is decided on poll, the announcement must include the total number of votes cast on the poll (together with the percentage) in favour of and against the resolution;

(8)	any call to be made upon any of the partly paid share capital of the listed corporation;

(9)	any change of address or telephone number and/or facsimile number of the registered office of the listed corporation or of any office at which the register of securities of the listed corporation is kept;

(10)	any proposed change of name of the listed corporation;

(11)	any change in the financial year end of the listed corporation; ^{FAQ 9.29}

(12)	any change in the composition of the board of directors of the listed corporation. An announcement to the Exchange –

	(a)	on the appointment of a director must include the information contained in Part A of Appendix 9A; or

	(b)	on the cessation of office of a director must include the reasons given for the cessation, including but not limited to any information relating to his disagreement with the board and a statement as to whether or not there are any matters that need to be brought to the attention of the shareholders of the listed corporation; ^{FAQ 9.10, FAQ 9.11, FAQ 9.12}

(13)	any change in the composition of the audit committee of the listed corporation. An announcement to the Exchange on the appointment of audit committee members must state whether the appointees are independent directors;

(14)	any change or proposed change in the chief executive of the listed corporation. An announcement to the Exchange –

	(a)	on the appointment of the chief executive must include the information contained in Part B of Appendix 9A; or

	(b)	on the cessation of office of the chief executive must include the reasons given for the cessation, including but not limited to any information relating to his disagreement with the board and a statement as to whether or not there are any matters that need to be brought to the attention of the shareholders of the listed corporation; ^{FAQ 9.10, FAQ 9.13}

(14A)	any change or proposed change in the chief financial officer of the listed corporation. An announcement to the Exchange –

	(a)	on the appointment of the chief financial officer must include the information contained in Part B(A) of Appendix 9A; or

	(b)	on the cessation of office of the chief financial officer must include the reasons given for the cessation including but not limited to any information relating to his disagreement with the board and a statement as to whether or not there are any matters that need to be brought to the attention of the shareholders of the listed corporation; *^{FAQ 9.9, FAQ 9.10}*

(14B)	any appointment or change in the legal representative(s) (or person(s) of equivalent authority, however described), with sole powers to represent, exercise rights or enter into binding obligations, on behalf of the listed corporation or its foreign principal subsidiary pursuant to any relevant law applicable to the listed corporation or its foreign principal subsidiary. An announcement to the Exchange must include the information contained in Part B(B) of Appendix 9A; ^{FAQ 9.14}

(15)	any or change in the company secretary or external auditors of the listed corporation. An announcement to the Exchange on the cessation of office of the external auditors must include the reasons for the cessation where there are written representations or explanations for such cessation, including but not limited to a statement whether or not there are any matters that need to be brought to the attention of the shareholders of the listed corporation; ^{FAQ 9.12}

(15A)	any change in the independent adviser appointed by the listed corporation pursuant to these Requirements. An announcement on the cessation of service of the independent adviser must include the reasons given for the cessation including but not limited to a statement whether or not there are any matters that need to be brought to the attention of the shareholders of the listed corporation;

(16)	any notice of resignation by or termination of the Sponsor of the listed corporation. The reasons for such resignation or termination must be disclosed;

(17)	any proposed alteration of the memorandum of association or articles of association of the listed corporation;

(18)	any notice relating to substantial shareholding which the listed corporation has received;

(19)	any notice referred to in section 135(1) of the Companies Act 1965 which the listed corporation has received in relation to the listed corporation's securities listed on the Exchange;

(20)	any commencement of winding-up proceedings or winding-up order made against the listed corporation or any of its subsidiaries or major associated companies. "Commencement of winding-up" has the meaning given under sections 219 and 255 of the Companies Act 1965. An announcement to the Exchange pertaining to the winding-up must include the information contained in Part C of Appendix 9A; ^{FAQ 9.15}

(21)	the appointment of a receiver, manager or receiver and manager, liquidator (which includes a provisional liquidator) or special administrator or such other person of a similar capacity over the listed corporation, any of its subsidiaries or major associated companies or any part of the properties of the listed corporation, any of its subsidiaries or major associated companies. An announcement pertaining to the appointment of a receiver, manager or receiver and manager or such other person of a similar capacity must include the information contained in Part D of Appendix 9A. An announcement on the appointment of the liquidator (which includes a provisional liquidator) or special administrator must include the information contained in Part E of Appendix 9A;

(22)	the procurement of a court order restraining proceedings against a listed corporation or any of its subsidiaries or major associated companies under section 176 of the Companies Act 1965. An announcement on the restraining order must include the information contained in Part F of Appendix 9A;

(23)	any transaction requiring an announcement to be made under Chapter 10 of these Requirements;

(24)	any acquisition (including subscription) of shares in another corporation or any other event which results in such corporation becoming a subsidiary of the listed corporation;

(25)	any disposal of shares in another corporation or any other event which results in such corporation ceasing to be a subsidiary of the listed corporation;

(26)	any acquisition (including subscription) of shares, in another listed corporation or any other event which results in the holding being 5% or more of the issued and paid-up capital (excluding treasury shares) of that listed corporation;

(27)	any disposal of shares in another listed corporation or any other event which results in the holding falling below 5% of the issued and paid-up capital (excluding treasury shares) of that listed corporation;

(28)	any proposed issue or offer of securities by the listed corporation;

(29)	any scheme of compromise, arrangement, amalgamation or reconstruction;

(30)	any variation of the rights attaching to a class of securities of the listed corporation;

(31)	the level of subscription in relation to an issue or offer of securities by the listed corporation;

(32)	the decision to allocate excess securities in relation to a rights issue by the listed corporation and the basis of such allocation;

(33)	any change to the utilisation of proceeds raised by the listed corporation from the issuance of securities that deviates by 5% or more from the original utilisation of proceeds; ^{FAQ 9.16, FAQ 9.17, FAQ 9.18}

(34)	a subdivision of shares or consolidation by the listed corporation;

(35)	any deviation of 10% or more between the profit after tax and minority interest stated in a profit estimate, forecast or projection previously announced or disclosed in a public document and the announced unaudited financial statements, giving an explanation of the deviation and the reconciliation of the deviation;

(36)	any deviation of 10% or more between the profit or loss after tax and minority interest stated in the announced unaudited financial statements and the audited financial statements, giving an explanation of the deviation and the reconciliation of the deviation;

(37)	any circumstances or development which are likely to materially affect the results or outcome of any prospects, revenue or profit estimate, forecast, projection or internal targets of the listed corporation previously announced or disclosed in a public document, giving an explanation of the possible outcome arising from such circumstances or development on the prospects, revenue or profit estimate, forecast, projection or internal targets of the listed corporation; ^{FAQ 9.1, FAQ 9.19, FAQ 9.20, FAQ 9.21}

(38)	any qualification in an external auditors' report giving full details of such qualification;

(39)	a call of securities for redemption by the listed corporation;

(40)	any listing of any part of the securities of a listed corporation or any of its subsidiaries on any other stock exchange, stating which stock exchange;

(41)	any material information or financial documents that is released to or lodged with any other stock exchange or other regulator which is available to the public;

(42)	any change of control in the listed corporation;

(43)	any agreement to sponsor a depository receipt programme. An announcement must include the information contained in Part G of Appendix 9A;

(44)	any material amendment of the terms of the agreement for the sponsorship of a depository receipt programme, or the termination of such programme, stating the reasons and consequences of the termination;

(45)	any discovery of mineralisation or hydrocarbons by a listed corporation or its subsidiaries whose activities include exploration for natural resources stating whether any of the figures or estimates in the discovery have been verified by a geologist, or other expert, and if so, particulars of the geologist or expert;

(46)	any valuation which has been conducted on the non-current assets of the group, where the revaluation surplus or deficit will be incorporated in the financial statements of the listed corporation. The listed corporation must announce the valuation upon the listed corporation's board approving the incorporation of the revaluation surplus or deficit in the financial statements of the listed corporation and must include the information contained in Part H of Appendix 9A in the announcement to the Exchange. The listed corporation must make available a copy each of the valuation reports for inspection at the listed corporation's registered office for a period of 3 months from the date of announcement; ^{FAQ 9.22}

(47)	any material development to corporate proposals previously announced, including the following: ^{FAQ 9.23}

	(a)	variation of terms, including any extension of time agreed to or granted by the relevant party to the transaction;

	(b)	lapse of any timeframe stipulated under the agreement for the performance of certain obligations;

	(c)	submission of the proposal and any variation to regulatory authorities for approval;

	(d)	receipt of any decision from regulatory authorities, stating amongst others, conditions imposed or reasons for rejection, where applicable;

	(e)	submission of any application to the regulatory authorities for variation of conditions;

	(f)	lapse of timeframe imposed by the relevant regulatory authorities, within which the corporate proposal must be completed and the submission of any application for extension of time to complete implementation of the corporate proposal;

	(g)	completion of the corporate proposal; or

	(h)	termination of the corporate proposal, stating among others -

		(i)	the reasons for the termination;

		(ii)	whether the listed corporation will be pursuing or taking any legal action (where applicable); and

		(iii)	the financial impact (if any) to the listed corporation pursuant to the termination in terms of the effect on earnings per share and net asset per share;

(47A)	any information in relation to a proposed take-over or take-over offer which is required to be announced to the Exchange pursuant to the Take-Overs and Mergers Code;

(48)	in relation to a take-over offer pursuant to the Take-Overs and Mergers Code or corporate proposal undertaken by or in relation to a listed corporation, upon 90% or more of the listed shares (excluding treasury shares) of the said listed corporation being held by a shareholder either individually or jointly with associates of the said shareholder. In relation to a take-over offer, the listed corporation must include the information contained in Part J of Appendix 9A in the announcement to the Exchange;

(49)	any decision to implement a Share Grant Scheme. An announcement to the Exchange on the decision to implement such a scheme must include the information required of a Share Issuance Scheme in Appendix 6A, where applicable and with the necessary modifications;

(50)	any decision to terminate a Share Grant Scheme before its expiry. An announcement to the Exchange on the termination of such a scheme must include the following information:

	(a)	the effective date of termination;

	(b)	the number of shares vested under the scheme; and

	(c)	the reasons for termination;

(51)	any options or shares offered under a Share Issuance Scheme. An announcement on the options or shares offered must be made on the date of the offer and must include the following information:

	(a)	date of offer;

	(b)	exercise price of options offered, if applicable;

	(c)	number of options or shares offered;

	(d)	market price of its securities on the date of the offer;

	(e)	number of options or shares offered to each director, if any; and

	(f)	vesting period of the options or shares offered; or

(52)	any employee share scheme implemented by a subsidiary either by way of an issuance of new shares or grant of its existing shares. An announcement on such a scheme must include the following information:

	(a)	principal terms of the employee share scheme implemented by the subsidiary; and

	(b)	financial effect (including the dilutive effect, if any) of the employee share scheme implemented by the subsidiary.

9.19A	Default in payment ^{FAQ 9.51}

(1)	A listed corporation must immediately announce to the Exchange any default in payment of either interest, principal sums, or both, in respect of any credit facility or debt securities (whether listed or unlisted on the Exchange) by the listed corporation, or any of its subsidiaries or associated companies, as the case may be, irrespective of whether a demand has been made, where - ^{FAQ 9.49, FAQ 9.50}

	(a)	the total amount outstanding of the defaulted credit facility or debt securities, either singly or collectively, is 5% or more of the net assets of the listed corporation based on the latest published or announced financial statements; or ^{FAQ 9.52, FAQ 9.53, FAQ 9.54, FAQ 9.56}

	(b)	the default in payment is reasonably expected to have a material effect on the price, value or market activity of any of the listed corporation’s securities or the decision of the listed corporation’s securities holder or investor in determining his choice of action.

(2)	In circumstances where a listed corporation has negative net assets, the listed corporation must immediately announce any default in payment of either interest, principal sums, or both, in respect of any credit facility or debt securities.

(3)	The listed corporation must include the information contained in Part H(A) of Appendix 9A, in the announcement to the Exchange under sub-Rules (1) or (2) above.

(4)	Where a listed corporation states that it is solvent ("Solvency Declaration") in the announcement to the Exchange under sub-Rules (1) or (2) above, the listed corporation must ensure that its board of directors executes and submits to the Exchange the Solvency Declaration within 3 market days from the announcement date. For this purpose, a listed corporation is regarded as "solvent" if the majority directors have formed the opinion that the listed corporation will be able to pay all its debts as and when they fall due within the period of 12 months from the date of the announcement. ^{FAQ 9.55}

(5)	After the announcement in sub-Rules (1) or (2) above, the listed corporation must announce to the Exchange -

	(a)	the current status of the default in payment and the steps taken by the listed corporation to address the default in payment on a monthly basis until such time when the default in payment is remedied; and

	(b)	any circumstance which may render the Solvency Declaration inaccurate, immediately upon the listed corporation becoming aware of the same.

9.20	Dealings in quoted securities ^{FAQ 9.24}

(1)	A listed corporation must immediately announce to the Exchange any purchase or sale of securities quoted on the Exchange or any other stock exchange ("quoted securities"), entered into by the listed corporation or any of its subsidiaries, resulting in the purchase or sale consideration when aggregated with any other purchase or sale, respectively within the preceding 12 months (excluding such purchase or sale which has been previously announced by the listed corporation pursuant to this Rule), being 5% or more of the listed corporation's latest audited consolidated net assets. The listed corporation must include the following in the announcement to the Exchange:

	(a)	the aggregate purchase or sale consideration within the preceding 12 months which have not been previously announced and such amount as a percentage of the latest audited consolidated net assets of the listed corporation;

	(b)	the total cost, book value and market value of all investments in quoted securities as at the date of the announcement; and

	(c)	any profit or loss arising from the sales in quoted securities during the current financial year.

(2)	Sub-Rule (1) above does not apply to –

	(a)	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;

	(b)	purchases or sales of quoted securities in an existing subsidiary or associated company of the listed corporation; and

	(c)	a Participating Organisation.

9.21	Listed corporation to have a website ^{FAQ 9.25}

(1)	Every listed corporation must have its own website.

(2)	A listed corporation must publish on its website all announcements made to the Exchange pursuant to these Requirements. The listed corporation must ensure that such announcements are placed on the listed corporation's website as soon as practicable after the same are released on the Exchange's website.

(3)	A listed corporation must ensure that its website contains the email address, name(s) of designated person(s) and their contact numbers to enable the public to forward queries to the listed corporation.

(4)	A listed corporation should ensure that its website is current, informative and contains all information which may be relevant to the listed corporation's shareholders including analyst's briefings.

PART K – PERIODIC DISCLOSURES

9.22	Quarterly report

(1)	A listed corporation must announce to the Exchange, an interim financial report that is prepared on a quarterly basis ("quarterly report"), as soon as the figures have been approved by the board of directors of the listed corporation, and in any event not later than 2 months after the end of each quarter of a financial year.

(2)	The listed corporation must include in the quarterly report, the information set out in Appendix 9B and any other information as may be required by the Exchange. ^{FAQ 9.30, FAQ 9.31}

(3)	If a change in the financial year is proposed by a listed corporation, such listed corporation must consult the Exchange as to the period to be covered by the quarterly report. ^{FAQ 9.29}

9.23	Issue of annual report ^{FAQ 9.35}

(1)	A listed corporation must issue its annual report that includes annual audited financial statements together with the auditors’ and directors’ reports of the listed corporation, to the Exchange and shareholders within 4 months from the close of the financial year of the listed corporation.

(2)	[Deleted].

9.24	[Deleted].

9.25	Disclosure in annual report

(1)	A listed corporation must set out separately in its annual report, the items set out in Appendix 9C unless the following conditions are met: ^{FAQ 9.26, FAQ 9.27, FAQ 9.36, FAQ 15.20}

	(a)	the information has been previously announced or disclosed to shareholders pursuant to these Requirements, or remains substantially unchanged from year to year;

	(b)	the listed corporation publishes such information on its website; and

	(c)	the listed corporation discloses in the annual report, the address of its website and the place on its website where the information can be accessed.

(2)	Unless otherwise specified in Appendix 9C, the information provided pursuant to Appendix 9C must be information made up to a date not earlier than 6 weeks from the date of the notice of the annual general meeting in the annual report of the listed corporation.

9.26	Issuance of annual report in electronic format ^{FAQ 9.28}

Without prejudice to other provisions relating to issuance of annual reports, a listed corporation may issue its annual report in electronic format to its shareholders provided that it –

(a)	gives a printed copy of its annual report to its shareholder upon the shareholder's request, whether verbal or written;

(b)	designates a person to attend to the shareholders' requests as stated in sub-Rule (a) above;

(c)	ensures that a hard copy of the annual report is forwarded to the shareholder requesting the same within 4 market days from the date of receipt of the request;

(d)	designates person(s) to answer queries from shareholders relating to the use of the electronic format;

(e)	issues hard copies of the notice of the annual general meeting, the proxy form and the following documents to its shareholders together with the annual report in electronic format –

	(i)	a note containing the following statement or information:

		(aa)	the listed corporation will forward a hard copy of the annual report to the shareholder within 4 market days from the date of receipt of the verbal or written request;

		(bb)	the listed corporation's web-site and e-mail address, name(s) of designated person(s) attending to shareholders' requests and queries and contact number(s); and

		(cc)	the designated website link or address where a copy of the annual report may be downloaded; and

	(ii)	a request form to enable the shareholder to request for the annual report in hard copy, with the particulars of the listed corporation's facsimile number and mailing address.

9.27	Statutory declaration in relation to accounts

A listed corporation must ensure that the director or person primarily responsible for the financial management of the listed corporation, as the case may be, who signs the statutory declaration pursuant to section 169(16) of the Companies Act 1965 ("signatory") satisfies the following requirements: ^{FAQ 15.26}

(a)	the signatory is a member of the Malaysian Institute of Accountants; or

(b)	if the signatory is not a member of the Malaysian Institute of Accountants, the signatory has at least 3 years' working experience and -

	(i)	has passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or

	(ii)	is a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or

(c)	the signatory fulfils such other requirements as prescribed or approved by the Exchange. ^{FAQ 15.22, FAQ 15.23, FAQ 15.24, FAQ 15.25, FAQ 15.27, FAQ 15.28}

[ Cross reference: Guidance Note 9 ]

9.28	Suspension or de-listing for failure to comply

(1)	A listed corporation must comply with the timeframes stated in Rules 9.22 and 9.23 above or such extension of time granted by the Exchange (the timeframes and extensions of time granted by the Exchange, if any, will individually or collectively, as the context may require, be referred to as "Relevant Timeframes").

(2)	A listed corporation which intends to request for the extension of time referred to in sub-Rule (1) above must do so not later than 15 days before the expiry of the Relevant Timeframes, failing which the Exchange will not consider such application. The listed corporation must immediately announce to the Exchange any extension of time granted in relation to such application.

(3)	If a listed corporation becomes aware or has any reason to believe that it will not be able to issue its quarterly report or annual report, as the case may be, (referred to either individually or collectively, as the context may require, as "outstanding Financial Statements") within the Relevant Timeframes, it must announce this to the Exchange immediately or in any event, not later than 3 market days before the expiry of the Relevant Timeframes.

(3A)	The listed corporation must announce the status of the issuance of the outstanding Financial Statements on or before the last market day of each month following the date of expiry of the Relevant Timeframes until the issuance of the outstanding Financial Statements.

(4)	The listed corporation must include –

	(a)	in the announcement under sub-Rule (3) above, all information contained in Part I of Appendix 9A; and

	(b)	in the announcement under sub-Rule (3A) above, the following information:

		(i)	the reasons for continuing to fail to issue the outstanding Financial Statements;

		(ii)	the expected date of issuance of the outstanding Financial Statements; and

		(iii)	the steps taken or proposed to be taken to issue the outstanding Financial Statements by the expected date of issuance.

(5)	If a listed corporation fails to issue the outstanding Financial Statements within 5 market days after the expiry of the Relevant Timeframes (the last day of this 5 market day period is referred to in this Part K as "Suspension Deadline"), in addition to any enforcement action that the Exchange may take, the Exchange shall suspend trading in the securities of such listed corporation. The suspension shall be effected on the next market day after the Suspension Deadline and will be uplifted on the market day following the issuance of the outstanding Financial Statements unless otherwise determined by the Exchange.

(6)	If a listed corporation fails to issue the outstanding Financial Statements within 6 months from the expiry of the Relevant Timeframes, in addition to any enforcement action that the Exchange may take, the Exchange shall commence de-listing procedures against such listed corporation.

(7)	For the purposes of this Rule, "issue" means announcing to the Exchange or issuing to shareholders as provided under Rule 9.22 or 9.23, as the case may be.

9.29	Memorandum of understanding

A listed corporation must immediately announce to the Exchange on the status of any memorandum of understanding that has been entered into between the listed corporation and a third party and which has been previously announced at least once every quarter or more regularly, upon the occurrence of a material change, whichever is the earlier.

PART L – CIRCULARS AND OTHER REQUIREMENTS

9.30	[Deleted]

9.30A	Draft circulars and other documents

(1)	A listed corporation or offeror in an offer for sale of listed securities must submit to the Exchange for perusal, 1 draft copy of all circulars and other documents proposed to be sent to the securities holders, within a reasonable time before printing together with a checklist showing compliance with the relevant parts of these Requirements.

(2)	Sub-Rule (1) above does not apply to the following documents:

	(a)	an annual report;

	(b)	any document to be sent to securities holders in relation to a take-over by or in respect of a listed corporation excluding circulars to be issued by a listed corporation, proposing to undertake or undertaking a take-over, to its securities holders pursuant to Chapter 10 of these Requirements;

	(c)	any document that is not prepared by the listed corporation or its advisers on its behalf; and *^{FAQ 9.47}*

	(d)	such other document as prescribed by the Exchange subject to such requirements as may be imposed by the Exchange.

(3)	A listed corporation or offeror must not issue any of the documents referred to in sub-Rule (1) above until the Exchange has confirmed in writing that it has no further comments on the documents.

(4)	Where an adviser is appointed by the listed corporation or offeror for the preparation and/or submission of the documents referred to in sub-Rule (1) above to the Exchange, such adviser must also comply with sub-Rules (1) and (3) above.

(5)	Where a circular or document is required to be reviewed by an Adviser or Sponsor, the listed corporation must include a statement in the circular or document that the circular or document has been reviewed by the listed corporation’s Adviser or Sponsor, as the case may be.

[ Cross reference: Guidance Note 22 ]

9.30B	Quality of draft documents ^{FAQ 9.48A}

A person submitting to the Exchange a draft circular or other draft documents pursuant to Rule 9.30A above must ensure that such documents are precise and complete. The Exchange reserves the right to return such documents which are incomplete or deemed unsatisfactory in the opinion of the Exchange.

9.31	Standard of disclosure for circulars

(1)	A listed corporation must ensure that any circular issued to the securities holders of the listed corporation -

	(a)	is factual, clear, unambiguous, accurate, succinct and contains all such information as securities holders and their advisers would reasonably require and reasonably expect to find in a circular of that nature, for the purpose of making an informed decision;

	(b)	is not false, misleading or deceptive;

	(c)	is balanced and fair. Thus, the circular must avoid amongst others -

		(i)	the omission of important unfavourable facts, or the slighting of such facts (e.g. by "burying" them at the end of a press release);

		(ii)	the presentation of favourable possibilities as certain, or as more probable than is actually the case;

		(iii)	the representation with respect to any future performance, occurrence or matter (including the doing of, or the refusing to do, any act) without adequate justification (supported by proper bases and assumptions) or any reasonable grounds for making of such representation;

		(iv)	the presentation of revenue or profit estimates, forecasts or projections without sufficient qualification or sufficient factual basis, or without review by the external auditors of the accounting bases and calculations, and assumptions. If any revenue or profit estimate, forecast or projection is released, it must be prepared carefully, with a reasonable factual basis and be stated realistically, with appropriate assumptions and qualifications, so as to ensure that it is properly understood, and the accounting bases and calculations of the estimate, forecast or projection and the assumptions thereto must be reviewed by the external auditors;

		(v)	negative statements phrased so as to create a positive implication; e.g. "The company cannot now predict whether the development will have a materially favourable effect on its earnings" (creating the implication that the effect will be favourable even if not materially favourable), or "The company expects that the developments will not have a materially favourable effect on earnings in the immediate future" (creating the implication that the development will eventually have a materially favourable effect); and

		(vi)	use of promotional jargon calculated to induce investment or create interest in the securities of the listed corporation rather than to inform;

	(d)	avoids over‑technical language, and is expressed to the extent possible in language comprehensible to the layman; and

	(e)	explains, if the consequences or effects of the information on the listed corporation's future prospects cannot be assessed, why this is so.

(2)	Where an adviser is appointed by the listed corporation for the preparation of the circular for issuance to the holders of the listed securities, such adviser must also comply with sub-Rule (1) above.

(3)	A listed corporation or its adviser does not commit a breach of sub-Rules (1) or (2) above, as the case may be, if such person proves that –

	(a)	he had made all enquiries as were reasonable in the circumstances; and

	(b)	after making such enquiries, he had reasonable grounds to believe and did believe until the issue of the circular that the circular did fulfil the requirements of sub-Rule (1) above.

(4)	Where any circular referred to in sub-Rule (1) above has been issued and the person referred to in sub-Rules (1) or (2) above subsequently becomes aware that the circular may not fulfil the requirements of sub-Rule (1) above, the person must immediately notify the Exchange of the same.

9.32	Issuance of circular or document

(1)	Where a listed corporation announces a corporate proposal (including a transaction), and pursuant to these Requirements a circular or document is required to be issued to its securities holders in relation to such corporate proposal -

	(a)	the said listed corporation must submit the draft circular or document to the Exchange or issue the circular or document as the case may be, in accordance with these Requirements as soon as possible and in any event not later than 2 months from the date of the announcement or the date the last approval necessary for the corporate proposal is obtained from the relevant authority, whichever is the later; and

	(b)	the said listed corporation must issue the circular or document within 14 market days after receipt of –

		(i)	the Exchange’s confirmation that it has no further comments; or

		(ii)	the approval from other relevant authorities in respect of the corporate proposal, where such approval is required,

		whichever is the later.

(2)	The timeframe prescribed under sub-Rule (1)(b) above does not apply to circulars or documents for any of the following purposes:

	(a)	procurement of shareholder mandate in respect of Recurrent Related Party Transactions as defined in Rule 10.02 and share buy-backs which are to coincide with the annual general meeting;

	(b)	notification of maturity of securities;

	(c)	notification of share exchange, recall or reduction;

	(d)	notification of subdivision of shares; or

	(e)	such other corporate proposal or action as may be prescribed by the Exchange from time to time.

9.33	Documents for overseas securities holders

A listed corporation must forward all documents for overseas securities holders of listed corporation by airmail or any speedier form of transmission.

9.34	[Deleted]

[ End of Chapter ] Back to Top

Appendix 9A
Appendix 9B
Appendix 9C

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[ACE LR] CHAPTER 9 - CONTINUING DISCLOSURE