| CHAPTER 1 | DEFINITIONS AND INTERPRETATIONS |
| | PART A | DEFINITONS |
| | 1.01 | Definitions |
| | | |
| | PART B | INTERPRETATION |
| | 1.02 | Interpretation |
| | 1.03 | Incidental powers etc of the Exchange |
| | 10.4 | Gender |
| | 1.05 | Singular and plural |
| | 1.06 | Headings |
| | 1.07 | Appendices |
| | 1.08 | Schedules |
| | 1.09 | References |
| | | |
| CHAPTER 2 | GENERAL |
| | PART A | GENERAL |
| | 2.01 | Introduction |
| | 2.02 | Objective of ACE Market |
| | 2.03 | Purpose of these Requirements |
| | 2.04 | General principles |
| | | |
| | PART B | APPLICATION OF THESE REQUIREMENTS |
| | 2.05 | Obligation to comply |
| | 2.06 | Spirit of these Requirements |
| | 2.07 | Waivers and modifications |
| | 2.08 | Varying or revoking decisions |
| | 2.09 | Guidance Notes |
| | | |
| | PART C | DOCUMENTS TO COMPLY WITH THESE REQUIREMENTS |
| | 2.10 | Documents to comply with these Requirements |
| | 2.11 | Timing of submission |
| | 2.12 | Letters of compliance |
| | | |
| | PART D | INFORMATION |
| | 2.13 | Form of information |
| | 2.14 | Giving the Exchange information |
| | 2.14A | Personal Data Notice |
| | 2.15 | Submission of information |
| | 2.16 | The Exchange's power to deal with documents |
| | 2.17 | Verification of report or information |
| | 2.18 | Contents of statement, information or document |
| | 2.18A | Attendance before the Exchange |
| | 2.19 | Indemnity |
| | | |
| | PART E | LISTING FEES AND OTHER CHARGES |
| | 2.20 | Fees |
| | | |
| | PART E(A) | DIRECTORS AND OTHER KEY OFFICERS |
| | 2.20A | Qualification of directors and other key officers |
| | | |
| | PART F | ADVISERS |
| | 2.21 | Undertaking by adviser |
| | 2.21A | Share registrar |
| | | |
| | PART G | OTHER PERSON PRIMARILY RESPONSIBLE FOR LISTED CORPORATION |
| | 2.22 | Undertaking by a person responsible for a listed corporation |
| | | |
| | PART H | OTHERS |
| | 2.23 | Instructions or directives issued by the Exchange |
| | 2.24 | Special auditor |
| | 2.25 | Conduct |
| | 2.26 | Notices by the Exchange |
| | 2.27 | Issuance of new securities in foreign currency |
| | | |
| | PART I | AMENDMENTS TO THESE REQUIREMENTS |
| | 2.28 | Amendments to these
Requirements |
| | 2.28A | Validity of actions |
| | | |
| | PART J | EXCHANGE HOLDING COMPANY AND THE EXCHANGE |
| | 2.29 | Powers of the
Exchange Holding Company |
| | 2.30 | Liability of the Exchange, etc. |
| | | |
| | PART K | CONCLUSION |
| | 2.31 | Conclusion |
| | | |
| | APPENDIX 2A | Undertaking by an adviser |
| | | |
| | APPENDIX 2B | Undertaking by a
person responsible for the management of a listed corporation |
| | | |
| CHAPTER 3 | ADMISSION |
| | PART A | GENERAL |
| | 3.01 | Introduction |
| | | |
| | PART B | ADMISSION |
| | 3.02 | Admission |
| | 3.03 | Chain listing |
| | 3.04 | Independence of business |
| | 3.05 | Working capital |
| | 3.06 | Management continuity |
| | 3.07 | Property investment
and property development corporation |
| | 3.08 | Independent directors |
| | 3.09 | Audit committee |
| | 3.10 | Shareholding spread |
| | 3.11 | Articles of
association |
| | 3.12 | Preference shares, convertible securities and debt securities |
| | | |
| | PART C | METHODS OF OFFERING OF SECURITIES |
| | 3.13 | General |
| | 3.14 | Offering of
securities |
| | 3.15 | Placement of
securities |
| | 3.16 | Restricted offers |
| | 3.17 | Pricing of securities |
| | 3.18 | Underwriting |
| | 3.19 | Moratorium on
promoter’s shares |
| | 3.20 | Application of monies
from subscription of shares paid into a trust account |
| | | |
| | PART D | SPONSORS |
| | 3.21 | Sponsors |
| | | |
| CHAPTER 4 | |
| | PART A | GENERAL |
| | 4.01 | Introduction |
| | | |
| | PART B | DEFINITIONS |
| | 4.02 | Definitions |
| | | |
| | PART C | ADMISSION OF SPONSORS |
| | 4.03 | Admission as a
Sponsor |
| | 4.04 | Compliance with agreement |
| | | |
| | PART D | SPONSORS' OBLIGATIONS |
| | 4.05 | Compliance with these
Requirements |
| | 4.06 | Sound understanding
of an applicant |
| | 4.07 | Suitability of an
applicant for listing |
| | 4.08 | Conflicts of interests
involving a Sponsor |
| | 4.09 | Guiding the Sponsored
Corporation and its directors |
| | 4.10 | Documents by a
Sponsored Corporation |
| | 4.11 | Act with due care and
skill |
| | 4.12 | Liaison with the
Exchange |
| | 4.13 | Appropriate and
adequate systems, procedures, policies and resources |
| | 4.14 | Record-keeping |
| | 4.15 | Cooperation |
| | 4.16 | Proposal by a
Sponsored Corporation |
| | 4.17 | Significant change in business direction or policy of a listed corporation |
| | | |
| | PART E | ENDING A SPONSORSHIP OR REMOVAL FROM THE REGISTER OF SPONSORS |
| | 4.18 | Sponsorship |
| | 4.19 | Resignation and
termination |
| | 4.20 | Replacing a Sponsor |
| | 4.21 | Removal of a Sponsor
from the Register of Sponsors |
| | 4.22 | Cessation of activities |
| | | |
| | PART F | REVIEW OF PERFORMANCE AND CONDUCT OF SPONSORS |
| | 4.23 | Annual review by the
Sponsor |
| | 4.24 | Review by the Exchange and other powers |
| | | |
| | PART G | RULES GOVERNING SPONSORED CORPORATIONS IN DEALING WITH SPONSORS |
| | 4.25 | Appointment of
Adviser to undertake a proposal |
| | 4.26 | Engagement and consultation
with Sponsor |
| | 4.27 | Review and approval
of Public Document |
| | 4.28 | Provision of information and assistance to Sponsors |
| | | |
| | APPENDIX 4A | Agreement between Sponsor and the Exchange |
| | | |
| CHAPTER 5 | FOREIGN LISTING |
| | PART A | GENERAL |
| | 5.01 | Introduction |
| | | |
| | PART B | ADMISSION |
| | 5.02 | Admission |
| | 5.03 | Standards of laws and
regulations |
| | 5.04 | Approval of
regulatory authorities of foreign jurisdiction |
| | 5.05 | Registration under
Companies Act 1965 |
| | 5.06 | Approval of
Controller of Foreign Exchange |
| | 5.07 | Appointment of
directors |
| | 5.08 | Agent or
representative |
| | 5.09 | Share transfer or
registration office |
| | 5.10 | Accounting standards |
| | 5.11 | Auditing standards |
| | 5.12 | Information or documents in English |
| | | |
| | PART C | CONTINUING OBLIGATIONS OF A LISTED CORPORATION |
| | 5.13 | Application of other
Chapters |
| | 5.14 | Directors |
| | 5.15 | Accounting and
auditing standards |
| | 5.16 | Information or
documents in English |
| | 5.17 | Information to be
disclosed |
| | 5.18 | Distribution of
notices, etc. |
| | 5.19 | Announcement of
appointment of directors |
| | 5.20 | Substantial
shareholdings |
| | 5.21 | Financial statements |
| | 5.22 | Statutory declaration
in relation to annual audited financial statements |
| | 5.23 | Notification of
suspension and de-listing |
| | 5.24 | Listing and quotation
of new issue of securities |
| | 5.25 | Announcement on
change of laws |
| | | |
| CHAPTER 6 | NEW ISSUE OF SECURITIES |
| | PART A | GENERAL |
| | 6.01 | Introduction |
| | | |
| | PART B | ADMISSION |
| | 6.02 | Admission |
| | | |
| | PART C | GENERAL REQUIREMENTS FOR NEW ISSUE OF SECURITIES |
| | 6.03 | Application of monies
from subscription of shares paid into a trust account |
| | 6.04 | General mandate for
issue of securities |
| | 6.05 | Issue of new
securities under a general mandate |
| | 6.06 | Issue of securities
with specific shareholder approval |
| | 6.07 | Allotment of shares
to directors etc. |
| | 6.08 | Announcement to the
Exchange |
| | 6.09 | Circular |
| | 6.10 | Allotment of
securities, despatch of notices of allotment and quotation application in
respect of a public issue |
| | 6.11 | Document for issue of securities to be made overseas |
| | | |
| | PART D | REQUIREMENTS RELATING TO PLACEMENT |
| | 6.12 | Additional
Requirement |
| | 6.13 | Placement agent |
| | 6.14 | Payment for
securities |
| | 6.15 | Back-to-back
placements |
| | 6.16 | Placees’ details |
| | 6.17 | Exchange's right for further information |
| | | |
| | PART E | REQUIREMENTS RELATING TO A RIGHTS ISSUE |
| | 6.18 | Additional
requirements |
| | 6.19 | Underwriting |
| | 6.20 | Requirements in
relation to two-call rights issue |
| | 6.21 | A rights issue must
be renounceable |
| | 6.22 | Fixing of books closing
date for a rights issue |
| | 6.23 | Notice of books
closing date for a rights issue |
| | 6.24 | Timetable for a
rights issue |
| | 6.25 | Announcements of
important relevant dates of a rights issue |
| | 6.26 | Abridged Prospectus |
| | 6.27 | Issue of notices of provisional
allotment |
| | 6.28 | Availability of
rights subscription forms |
| | 6.29 | Allotment of
securities, despatch of notices of allotment and quotation application in
respect of a rights issue |
| | | |
| | PART F | REQUIREMENTS IN RELATION TO A BONUS ISSUE |
| | 6.30 | Additional
requirements |
| | 6.31 | Criteria for bonus
issues |
| | 6.32 | Valuation report for
revaluation of real estates |
| | 6.33 | Staggered
implementation of a bonus issue |
| | 6.34 | Ranking of bonus
issue securities |
| | 6.35 | Fixing of books
closing date for a bonus issue |
| | 6.36 | Announcements in relation to a bonus issue of securities |
| | | |
| | PART G | REQUIREMENTS RELATING TO A SHARE ISSUANCE SCHEME |
| | 6.37 | Additional
requirements |
| | 6.38 | Eligibility and
allocation |
| | 6.39 | Number of shares |
| | 6.40 | Pricing |
| | 6.41 | Duration |
| | 6.42 | Adjustments |
| | 6.43 | Bylaws |
| | 6.44 | Implementation |
| | 6.45 | Share Issuance Scheme
after listing |
| | 6.46 | Allotment of shares, despatch of notices of allotment and quotation application in respect of a Share Issuance Scheme |
| | | |
| | PART G(A) | DIVIDEND REINVESTMENT SCHEME |
| | 6.46A | Additional
requirements |
| | 6.46B | Shareholder’s
approval |
| | 6.46C | Eligibility and
election of entitlement |
| | 6.46D | Pricing |
| | | |
| | PART H | REQUIREMENTS RELATING TO AN ISSUE OF DEBT SECURITIES |
| | 6.47 | Requirements relating
to a debt securities |
| | 6.48 | Holders of debt
securities |
| | 6.49 | Announcement relating to an issue of debt securities |
| | | |
| | PART I | REQUIREMENTS RELATING TO AN ISSUE OF CONVERTIBLE SECURITIES |
| | 6.50 | Requirements relating
to convertible securities |
| | 6.51 | Maximum number of new
shares allowed from exercise of warrants |
| | 6.52 | Holders of
convertible securities |
| | 6.53 | Announcement relating
to an issue of convertible securities |
| | 6.54 | Circular relating to
an issue of convertible securities |
| | 6.55 | Deed poll and trust
deed to comply with Requirements |
| | 6.56 | No alteration or
adjustment to the terms |
| | 6.57 | Consequential
securities |
| | 6.58 | Notices of conversion
or exercise |
| | 6.59 | Allotment of securities, despatch of notices of allotment and quotation application in respect of conversion or exercise |
| | | |
| | PART J | IMPLEMENTATION OF PROPOSAL |
| | 6.60 | Implementation
deadline |
| | 6.61 | Extension of
implementation time |
| | 6.62 | Post-implementation obligations |
| | | |
| | APPENDIX 6A | |
| | Part A | Contents of
announcement in relation to a new issue of securities |
| | Part B | Additional contents
of announcement in relation to an issue of debt securities |
| | Part C | Additional contents of announcement in relation to an issue of convertible securities |
| | | |
| | APPENDIX 6B | |
| | Part A | Contents of circular
in relation to a new issue of securities |
| | Part B | Additional contents of circular in relation to convertible securities |
| | | |
| | APPENDIX 6C | Timeline for a rights issue |
| | | |
| | APPENDIX 6D | Undertaking by a valuer of a listed corporation |
| | | |
| | APPENDIX 6E | Contents of bylaws of a Share Issuance Scheme |
| | | |
| | APPENDIX 6F | Contents of a trust deed/deed poll |
| | | |
| CHAPTER 7 | ARTICLES OF ASSOCIATION |
| | PART A | GENERAL |
| | 7.01 | Introduction |
| | | |
| | PART B | DEFINITIONS |
| | 7.02 | Definitions |
| | | |
| | PART C | CAPITAL |
| | 7.03 | Issue
of shares to directors |
| | 7.04 | Rights
of other classes of shares |
| | 7.05 | Power
to issue further preference shares |
| | 7.06 | Rights
of preference shareholders |
| | 7.07 | Capital
paid on shares in advance of calls |
| | 7.08 | Issue of new shares to members |
| | | |
| | PART D | FORFEITURE AND LIEN |
| | 7.09 | Companies’
lien on shares and dividends |
| | 7.10 | Sale of shares forfeited |
| | | |
| | PART E | TRANSFER AND TRANSMISSION |
| | 7.11 | Transfers
of securities |
| | 7.12 | Transmission of securities |
| | | |
| | PART F | MODIFICATION OF RIGHTS |
| | 7.13 | Modification of rights |
| | | |
| | PART G | BORROWING |
| | 7.14 | Scope of directors' borrowing powers |
| | | |
| | PART H | MEETINGS |
| | 7.15 | Notices
of meetings |
| | 7.16 | Record of Depositors |
| | | |
| | PART I | VOTING AND PROXIES |
| | 7.17 | Voting
rights of members |
| | 7.18 | Voting
rights on a show of hands |
| | 7.19 | Voting
rights of proxy |
| | 7.20 | Voting
rights of shares of different monetary denominations |
| | 7.21 | Appointment
of multiple proxies |
| | 7.21A | Qualification and rights of proxy to speak |
| | | |
| | PART J | DIRECTORS |
| | 7.22 | Directors’
power to fill casual vacancies and to appoint additional directors |
| | 7.23 | Remuneration
of directors |
| | 7.24 | Increase
in directors’ remuneration |
| | 7.25 | Directors’
interest in contracts |
| | 7.26 | Election
of directors |
| | 7.27 | Vacation
of office of director |
| | 7.28 | Notice
of intention to appoint director |
| | 7.29 | Power
of managing director |
| | 7.30 | Proceedings
in case of vacancies |
| | 7.31 | Appointment
of alternate director |
| | 7.32 | Chairman's casting vote |
| | | |
| | PART K | ACCOUNTS |
| | 7.33
| Presentation of accounts |
| | | |
| | PART L | WINDING-UP |
| | 7.34 | Distribution
of assets in specie |
| | 7.35 | Liquidator's commission |
| | | |
| | PART M | EFFECT OF THESE REQUIREMENTS |
| | 7.36
| Effect of the Listing Requirements |
| | | |
| | PART N | AMENDMENTS TO THIS CHAPTER |
| | 7.37
| Amendments to this Chapter |
| | | |
| CHAPTER 8 | CONTINUING LISTING OBLIGATIONS |
| | PART A | GENERAL |
| | 8.01
| Introduction |
| | | |
| | PART B | CONTINUING LISTING CRITERIA |
| | 8.02 | Compliance with
shareholding spread requirement |
| | 8.03 | Cash Companies |
| | 8.03A | Level of operations |
| | 8.04 | Financial condition |
| | 8.05 | Sponsor during the
Sponsorship Period |
| | 8.06 | Appointment of Adviser for proposals |
| | | |
| | PART C | CERTIFICATES, TRANSFERS AND TRANSMISSIONS |
| | 8.07 | Proxy
forms |
| | 8.08 | Audit
for transfers and issue of certificates |
| | 8.09 | Number
of securities |
| | 8.10 | Paper
quality and watermark |
| | 8.11 | Size
of certificates |
| | 8.12 | Submission of annual
returns |
| | 8.13 | Change in classification |
| | | |
| | PART D | SPONSORSHIP OF DEPOSITORY RECEIPTS |
| | 8.14 | Sponsorship
of depository receipts |
| | 8.15 | Status reports on depository receipts |
| | | |
| | PART E | OFFER FOR SALE |
| | 8.16 | Renounceable
offer for sale |
| | 6.17 | Allotment of securities and despatch of notices of allotment in respect of an offer for sale |
| | | |
| | PART F | DIRECTORS |
| | 8.18 | Director's undertaking |
| | | |
| | PART G | SHARE ISSUANCE SCHEME |
| | 8.19 | Allocation
under a Share Issuance Scheme |
| | 8.20 | Termination
of a Share Issuance Scheme |
| | 8.21 | Implementation
of a new Share Issuance Scheme |
| | 8.22 | Restriction on dealings |
| | | |
| | PART H | OTHERS |
| | 8.23 | Material
dilution |
| | 8.24 | Material
variations |
| | 8.25 | Provision
of financial assistance |
| | 8.26 | Listing
of subsidiaries |
| | 8.27 | No alteration to or
revocation of entitlement or books closing date after announcement of books
closing date |
| | 8.28 | Declaration
of dividend |
| | 8.28A | Electronic payment of cash distributions |
| | 8.29 | Notices
of general meetings |
| | 8.30 | Notice
of maturity |
| | 8.31 | Securities
holder approval |
| | 8.32 | Accounting
and other records |
| | 8.33 | Lodgement of agreement |
| | | |
| | PART I | SPECIFIC CONTINUING OBLIGATIONS RELATING TO PRICE STABILIZATION MECHANISM |
| | 8.34 | Responsibilities of a listed corporation for the purposes of stabilizing action |
| | | |
| | APPENDIX 8A | Contents of statement accompanying notices of annual general meetings |
| | | |
| | APPENDIX 8B | [Deleted] |
| | | |
| | APPENDIX 8C | Information to be included in the register of a stabilizing manager |
| | | |
| | APPENDIX 8D | Information to be included in announcement in relation to moneylending company |
| | | |
| | APPENDIX 8E | Information on equity structure of a listed corporation to be furnished to the Exchange upon completion of a take-over offer |
| | | |
CHAPTER 9 | CONTINUING DISCLOSURE |
| | PART A | GENERAL |
| | 9.01 | Introduction |
| | | |
| | PART B | CORPORATE DISCLOSURE POLICY |
| | 9.02 | Corporate Disclosure Policy |
| | | |
| | PART C | IMMEDIATE DISCLOSURE OF MATERIAL INFORMATION |
| | 9.03 | Disclosure
of material information |
| | 9.04 | Examples
of events which may require immediate disclosure |
| | 9.05 | Withholding
of material information |
| | 9.06 | Maintaining confidentiality |
| | 9.07 | Monitoring of market activity and making of announcements |
| | | |
| | PART D | THOROUGH PUBLIC DISSEMINATION |
| | 9.08 | Thorough public dissemination |
| | | |
| | PART E | CLARIFICATION, CONFIRMATION OR DENIAL OF RUMOURS OR REPORTS |
| | 9.09 | Clarification,
confirmation or denial of rumours or reports |
| | 9.10 | Response to rumour or report |
| | | |
| | PART F | RESPONSE TO UNUSUAL MARKET ACTIVITY |
| | 9.11 | Unusual market activity |
| | | |
| | PART G | UNWARRANTED PROMOTIONAL DISCLOSURE ACTIVITY |
| | 9.12 | Promotional
disclosure activity |
| | 9.13 | Hallmarks of promotional disclosure activity |
| | | |
| | PART H | INSIDER TRADING |
| | 9.14 | Prohibitions
under the law |
| | 9.15 | Prohibition from trading |
| | | |
| | PART I | PREPARATION OF ANNOUNCEMENTS |
| | 9.16 | Content
of press or other public announcement |
| | 9.17 | Preparation
of press or public announcement |
| | 9.18 | Summary of salient points |
| | | |
| | PART J | IMMEDIATE DISCLOSURE REQUIREMENTS |
| | 9.19 | Immediate announcements to the Exchange |
| | 9.19A | Default
in payment |
| | 9.20 | Dealings
in quoted securities |
| | 9.21 | Dealings
in quoted securities |
| | | |
| | PART K | PERIODIC DISCLOSURES |
| | 9.22 | Quarterly
report |
| | 9.23 | Issue
of annual audited financial statements and annual report |
| | 9.24 | Annual
audited financial statements in consolidated form |
| | 9.25 | Disclosure
in annual report |
| | 9.26 | Issuance
of annual report in electronic format |
| | 9.27 | Statutory
declaration in relation to accounts |
| | 9.28 | Suspension
or de-listing for failure to comply |
| | 9.29 | Memorandum of understanding |
| | | |
| | PART L | CIRCULARS AND OTHER REQUIREMENTS |
| | 9.30 | Prior
perusal of circulars by the Exchange not required |
| | 9.31 | Standard
of disclosure for circulars |
| | 9.32 | Issuance
of circular or document |
| | 9.33 | Documents
for overseas securities holders |
| | 9.34 | [Deleted] |
| | | |
| | APPENDIX 9A | |
| | Part
A | Contents of announcement in relation to the appointment of a director |
| | Part
B | Contents
of announcement in relation to the appointment of a chief executive |
| | Part
B(A) | Contents
of announcement in relation to the appointment of the chief financial officer |
| | Part
B(B) | Contents
of announcement in relation to the change in legal representative(s) (or
person(s) of equivalent authority, however described) |
| | Part
C | Contents
of announcement in relation to winding-up proceedings |
| | Part
D | Contents
of announcement in relation to the appointment of a receiver, manager or
receiver and manager or person of similar capacity |
| | Part
E | Contents
of announcement in relation to the appointment of a special administrator or
liquidator (which includes a provisional liquidator) |
| | Part
F | Contents
of announcement in relation to a restraining order |
| | Part
G | Contents
of announcement in relation to depository receipts |
| | Part
H | Contents
of announcement in relation to valuation on non-current assets |
| | Part
H(A) | Contents
of announcement in relation to default in payment |
| | Part
I | Information
on suspension in view of delay in the issuance of quarterly reports, annual
audited financial statements or annual report |
| | Part
J | Contents of announcement in relation to a take-over offer |
| | | |
| | APPENDIX 9B | Quarterly report |
| | | |
| | APPENDIX 9C | Contents
of annual report |
| | | |
| CHAPTER 10 | TRANSACTIONS |
| | PART A | GENERAL |
| | 10.01 | Introduction |
| | | |
| | PART B | DEFINITIONS |
| | 10.02
| Definitions |
| | | |
| | PART C | VALUATION AND INFORMATION |
| | 10.03 | Basis
of valuation |
| | 10.04 | Valuation |
| | | |
| | PART D | ACQUISITIONS AND DISPOSALS |
| | 10.05 | Requirements
for transactions with percentage ratio below 5% |
| | 10.06 | Requirements
for transactions with percentage ratio of 5% or more |
| 10.07 | Requirements for transactions with percentage ratio of 25% or more |
| | | |
| | PART E | RELATED PARTY TRANSACTIONS |
| | 10.08 | Related
party transactions |
| | 10.09 | Recurrent Related Party Transactions |
| | | |
| | PART F | VERY SUBSTANTIAL TRANSACTION AND SIGNIFICANT CHANGE IN THE BUSINESS DIRECTION OR POLICY |
| | 10.10 | Very
substantial transaction |
| | 10.11 | Significant
change in the business direction or policy of a listed corporation |
| | | |
| | PART F(A) | MAJOR DISPOSAL OF ASSETS RESULTING IN LISTED CORPORATIONS NO LONGER SUITABLE FOR LISTING |
| | 10.11A | Major
Disposal |
| | | |
| | PART G | OTHER REQUIREMENTS |
| | 10.12 | Aggregation
of transactions |
| | 10.13 | Diversification in operations carried on by a listed corporation |
| | | |
| | APPENDIX 10A | Contents of announcement in relation to transactions |
| | Part A | General information to be included, where applicable, in announcement of
transactions |
| | Part B | Additional
specific information to be included in relation to joint-ventures |
| | Part C | Additional specific information to be included in relation to a
transaction which involves an acquisition or disposal of real estate |
| | Part D | Additional specific
information to be included in relation to acquisitions or disposals of
construction corporations |
| | Part E | Additional specific
information to be included in relation to acquisitions or disposal of
infrastructure project asset/business or corporations involved in
infrastructure projects |
| | Part F | Additional specific
information to be included in relation to foreign acquisitions where any one of
the percentage ratios of the transaction is 25% or more |
| | Part G | Additional specific
information to be included in relation to very substantial transactions |
| | Part H | Additional specific
information to be included in relation to significant change in business
direction or policy of a listed corporation |
| | Part I | Additional specific information to be included in relation to Major
Disposals |
| | | |
| | APPENDIX 10B | Contents of circular to shareholders in relation to transactions |
| | Part A | General information to be included, where
applicable, in the circular to shareholders in relation to transactions |
| | Part B | Additional specific information to be included in
circular to shareholders in relation to joint-ventures |
| | Part C | Additional specific information to be included in
relation to a transaction which involves an acquisition or disposal of real
estate |
| | Part D | Additional specific information to be included in
relation to acquisitions or disposals of construction corporations |
| | Part E | Additional specific information to be included in relation to
acquisitions or disposals of infrastructure project asset/business or
corporations involved in infrastructure projects |
| | Part F | Additional specific information to be included in
relation to foreign acquisitions where any one the percentage ratios of the
transaction is 25% or more |
| | Part G | Additional specific information to be included in
relation to very substantial transactions |
| | Part H | Additional specific information to be included in
relation to significant change in business direction or policy of a listed
corporation |
| | Part I | Additional specific information to be included in relation to Major Disposals |
| | | |
| | APPENDIX 10C | Additional contents of announcement in relation to related party transactions |
| | | |
| | APPENDIX 10D | Additional contents of circular to shareholders in relation to related party transactions |
| | | |
| CHAPTER 11 | TAKE-OVERS & MERGERS |
| | [DELETED] | |
| | | |
| CHAPTER 12 | SHARE BUY-BACKS |
| | PART A | GENERAL |
| | 12.01 | Introduction |
| | | |
| | PART B | DEFINITIONS |
| | 12.02 | Definitions |
| | | |
| | PART C | GENERAL REQUIREMENTS |
| | 12.03 | Authorisation |
| | 12.04 | On the market transactions |
| | 12.05 | Announcement of intention to propose a share buy-back |
| | 12.06 | Circular to shareholders for purchase of own shares |
| | 12.07 | Contents of ordinary resolution for share buy-back |
| | 12.08 | Announcement of outcome of general meeting |
| | 12.09 | Maximum limit |
| | | |
| | PART D | SOURCE OF FUNDS AND CONSIDERATION |
| | 12.10 | Source of funds |
| | 12.11 | Types of funds |
| | | |
| | PART E | DECLARATION OF SOLVENCY |
| | 12.12 | Declaration of solvency |
| | 12.13 | Execution of solvency declaration |
| | | |
| | PART F | ADDITIONAL REQUIREMENTS |
| | 12.14 | Public shareholding |
| | 12.15 | Appointment of stockbroker |
| | 12.16 | Notice of appointment of stockbroker |
| | 12.17 | Purchase price |
| | 12.18 | Resale price |
| | 12.19 | Notification of purchase |
| | 12.20 | Notification of resale |
| | 12.21 | Notification of cancellation |
| | 12.22 | Exercise of powers |
| | 12.23 | Information to be included in annual reports |
| | 12.24 | Status of purchased shares |
| | | |
| | PART G | REQUIREMENTS RELATING TO BUY BACK OF ODD LOT SHARES |
| | 12.25 | Buy-back of odd lot shares |
| | | |
| | APPENDIX 12A | |
| | Part A | Contents of circular in relation to a share buy-back |
| | Part B | Contents of Share Buy-back Statement |
| | | |
| | APPENDIX 12B | Contents of ordinary resolution in relation to a share buy-back |
| | | |
| | APPENDIX 12C | |
| | Part A | Contents of announcement in relation to shares purchased |
| | Part B | Contents of announcement in relation to resale of shares |
| | Part C | Contents of announcement in relation to cancellation of shares |
| | | |
| | APPENDIX 12D | Disclosure in annual report in relation to share buy-back |
| | | |
| CHAPTER 13 | ARRANGEMENTS AND RECONSTRUCTIONS |
| | PART A | GENERAL |
| | 13.01 | Introduction |
| | | |
| | PART B | SCHEMES OF COMPROMISE, ARRANGEMENT, AMALGAMATION AND RECONSTRUCTION |
| | 13.02 | Immediate announcements |
| | 13.03 | Contents of explanatory statement/circular |
| | | |
| | PART C | SUBDIVISION OF SHARES |
| | 13.04 | Application of Part C |
| | 13.05 | Criteria for subdivision of shares |
| | 13.06 | Application to subdivide shares |
| | 13.07 | Procedures relating to subdivision of shares which is not a Specified
Subdivision |
| | 13.08 | Procedures relating to a Specified Subdivision |
| | 13.09 | Convertible securities |
| | 13.10 | Announcement to the Exchange |
| | 13.11 | Circular and notices of subdivision of shares |
| | 13.12 | Fixing of books closing date for subdivision of shares |
| | 13.13 | Allotment of securities, despatch of notices of allotment and application for quotation in respect of subdivided shares |
| | | |
| | PART D | CONSOLIDATION OF SHARES |
| | 13.14 | Application of Part C |
| | | |
| | APPENDIX 13A | Contents of announcement in relation to the proposed Scheme |
| | | |
| | APPENDIX 13B | Contents of explanatory statement/circular in relation to the proposed Scheme |
| | | |
| | APPENDIX 13C | |
| | Part A | Contents of an
application for subdivision of shares |
| | Part B | Additional contents of an application for
subdivision of shares which is a Specified Subdivision |
| | Part C | Contents of an application for quotation of subdivided shares where the subdivision is not a Specified Subdivision |
| | | |
| | APPENDIX 13D | Contents of announcement in relation to a proposed subdivision of shares |
| | | |
| | APPENDIX 13E | Contents of circular in relation to a proposed subdivision of shares |
| | | |
| | APPENDIX 13F | Notice of subdivision of shares
|
| | | |
| CHAPTER 14 | DEALINGS IN LISTED SECURITIES |
| | PART A | GENERAL |
| | 14.01 | Introduction |
| | | |
| | PART B | DEFINITIONS |
| | 14.02 | Definitions |
| | | |
| | PART C | APPLICATION |
| | 14.03 | Application |
| | | |
| | PART D | RESTRICTIONS |
| | 14.04 | Possession of
price-sensitive information |
| | 14.05 | General restriction on dealings |
| | | |
| | PART E | EXEMPTIONS |
| | 14.06 | Exemptions |
| | 14.07 | Subsequent dealings |
| | | |
| | PART F | PROCEDURES FOR DEALINGS |
| | 14.08 | Procedures for
dealings during closed periods |
| | 14.09 | Procedures for
dealings outside closed periods |
| | | |
| CHAPTER 15 | CORPORATE GOVERNANCE |
| | PART A | GENERAL |
| | 15.01 | Introduction |
| | | |
| | PART B | DIRECTORS |
| | 15.02 | Composition of the board of directors |
| | 15.03 | Undertaking and
letter by directors |
| | 15.03A | Provision of
information by directors |
| | 15.04 | Rights of directors |
| | 15.05 | Qualification,
vacation of office and removal of directors |
| | 15.06 | Restriction on directorships in listed issuers |
| | 15.07 | [Deleted] |
| | 15.08 | Directors' training |
| | | |
| | PART B(A) | NOMINATING COMMITTEE |
| | 15.08A | Nominating committee |
| | | |
| | PART C | AUDIT COMMITTEE |
| | 15.09 | Composition of the audit committee |
| | 15.10 | Chairman of the audit
committee |
| | 15.11 | Written terms of reference |
| | 15.12 | Functions of the
audit committee |
| | 15.13 | Attendance of other directors and employees |
| | 15.14 | Procedure of audit committee |
| | 15.15 | Audit committee
report |
| | 15.16 | Reporting of breaches
to the Exchange |
| | 15.17 | Rights of the audit
committee |
| | 15.18 | Quorum of an audit committee |
| | 15.19 | Retirement and resignation |
| | 15.20 | Review of the audit committee |
| | | |
| | PART D | AUDITORS |
| | 15.21 | External auditors |
| | 15.22 | Removal or resignation of external auditors |
| | 15.23 | Review of statements |
| | 15.24 | Right to request for meeting |
| | | |
| | PART E | CORPORATE GOVERNANCE DISCLOSURE |
| | 15.25 | Disclosure pursuant to the Code |
| | 15.26 | Additional statements by the board of directors |
| | | |
| | PART F | INTERNAL AUDIT |
| | 15.27 | Internal Audit |
| | | |
| CHAPTER 16 | SUSPENSION, DE-LISTING AND ENFORCEMENT |
| | PART A | GENERAL |
| | 16.01 | Introduction |
| | | |
| | PART B | TRADING HALT AND SUSPENSION |
| | 16.02 | Suspension of trading imposed by the Exchange |
| | 16.03 | Voluntary suspension |
| | 16.04 | Trading Halt |
| | | |
| | PART C | WITHDRAWAL OF LISTING AND DE-LISTING BY THE EXCHANGE |
| | 16.05 | Withdrawal of listing |
| | 16.06 | Request for withdrawal |
| | 16.07 | Withdrawal in a take-over offer or a corporate proposal |
| | 16.08 | Application for withdrawal |
| | 16.09 | Additional requirements |
| | 16.10 | Withdrawal of other securities |
| | 16.11 | De-listing by the Exchange |
| | | |
| | PART D | ENFORCEMENT |
| | 16.12 | Breach by subsidiaries |
| | 16.13 | Breach by directors |
| | 16.14 | [Deleted] |
| | 16.15 | [Deleted] |
| | 16.16 | Power to obtain documents |
| | 16.17 | Listed corporation to
ensure compliance |
| | 16.17A | Breach of
undertakings |
| | 16.18 | Breach of these Requirements |
| | 16.19 | Types of actions or penalties |
| | 16.20 | Cumulative actions or penalties |
| | 16.21 | Other rights |
| | 16.21A | Publication of enforcement action |
| | 16.22 | Confirmation by the Exchange |
| | 16.23 | Referral of conduct to other authorities |
| | 16.24 | Committee or sub-committee to decide |
| | 16.25 | [Deleted] |
| | 16.26 | Procedures |
| | 16.27 | Right of appeal |
| | 16.28 | Unpaid fine is debt
owing to the Exchange |
| | 16.29 | Agreed settlement |
| | 16.30 | Standard of proof |
| | | |
| | APPENDIX 16A | |
| | Part A | Contents of circular in relation to withdrawal of listing |
| | Part B | Contents of application for withdrawal |
| | | |
| | SCHEDULE OF FEES | |
| | | |
| | GUIDANCE NOTES | |
| | Guidance Note 1 | Classification of Applicants or Listed Corporations |
| | Guidance Note 2 | Cash Companies |
| | Guidance Note 3 | Criteria and Obligations of GN3 Companies |
| | Guidance Note 4 | Provision of Financial Assistance |
| | Guidance Note 5 | [Deleted] |
| | Guidance Note 6 | [Deleted] |
| | Guidance Note 7 | Principle of Aggregation for Transactions |
| | Guidance Note 8 | Recurrent Related Party Transactions |
| | Guidance Note 9 | Requirements for Directors and Signatory of Statutory Declaration for Accounts |
| | Guidance Note 10 | Training for Directors |
| | Guidance Note 11 | Internal Control and Corporate Governance Statement |
| | Guidance Note 12 | Requests for Suspension |
| | Guidance Note 13 | Public Shareholding Spread |
| | Guidance Note 14 | Trading Halt |
| | Guidance Note 15 | Listing Procedures for Initial Admission |
| | Guidance Note 16 | Listing Procedures for Foreign Listing |
| | Guidance Note 17 | Listing Procedures for New Issues of Securities |
| | Guidance Note 18 | Roles and Responsibilities of Sponsors |
| | Guidance Note 19 | Appointment of Adviser for Corporate Proposals |
| | Guidance Note 20 | Saving and Transitional Provisions |
| | Guidance Note 21 | Enforcement Proceedings & Related
Matters |