[ As at 27 January 2015 ]

 

Part A

Contents of annual report
(paragraphs 9.25 and 9.41)
​(1)​The address, telephone and facsimile numbers of the registered office.
​(2)​The address, telephone and facsimile numbers of each office at which a register of securities is kept.
​(3)The particulars of each director in the listed issuer including the following information:
​(a)the name, age, nationality, qualification and whether the position is an executive or non-executive one and whether such director is an independent director;​ ​
​(b) ​working experience and occupation;
​(c)​the date he was first appointed to the board;
​(d)​the details of any board committee to which he belongs;
​(e)​​any other directorship of public companies;
​(f)any family relationship with any director and/or major shareholder of the listed issuer; FAQ 9.42
​(g) ​any conflict of interests that he has with the listed issuer; FAQ 9.43
(h) ​​the list of convictions for offences within the past 10 years other than traffic offences, if any; and FAQ 9.48
​(i)the number of board meetings attended in the financial year.
(4)Name of the chief executive and where the chief executive is not a director, the following particulars:
​​(a)​the name, age, nationality and qualification;
​(b) working experience;
​​(c)​the date he was first appointed to the listed issuer;
​​(d)​the details of any interest in the securities of the listed issuer or its subsidiaries;
​​(e)any directorship of public companies;
​​(f)​any family relationship with any director and/or substantial shareholder of the listed issuer;
​(g) any conflict of interests that he has with the listed issuer; and
​(h) ​the list of convictions for offences within the past 10 years other than traffic offences, if any.
(5)​The name of the company secretary.
(6) ​The audit committee report in respect of the financial year required under paragraph 15.15.
​(6A)A statement on the activities of the nominating committee in the discharge of its duties for the financial year required under paragraph 15.08A(3). FAQ 15.19, FAQ 15.20
​(7)​The Chairman's statement which represents the collective view of the board of directors setting out a balanced summary which includes the following:
​(a) a brief description of the industry trend and development;
​(b)a discussion and analysis of the group's performance during the year and the material factors underlying its results and financial position. It should emphasise trends and identify significant events or transactions during the year under review; and
​(c)​the prospects of the listed issuer.
​(8) A statement relating to corporate governance in respect of the financial year required under paragraph 15.25. FAQ 15.29, FAQ 15.30, FAQ 15.31, FAQ 15.32, FAQ 15.33
(9) ​​A responsibility statement in respect of the annual audited financial statements required under paragraph 15.26(a).
​(10)​A statement on internal control in respect of the financial year required under paragraph 15.26(b). FAQ 15.34
​(11)​The remuneration of directors of the listed issuer for the financial year and in the following manner: FAQ 9.44
​(a)​the aggregate remuneration of directors with categorisation into appropriate components (e.g. directors' fees, salaries, percentages, bonuses, commission, compensation for loss of office, benefits in kind based on an estimated money value) distinguishing between executive and non-executive directors; and
​(b) ​the number of directors whose remuneration falls in each successive band of RM50,000 distinguishing between executive and non-executive directors.
(12)​The total number of board meetings held during the financial year.
​(13)Where applicable, a brief explanation of the status of utilisation of proceeds raised from any corporate proposal.
​(14)​The information required under paragraph 12.23 in respect of share buy-backs for the financial year.
​(15)​The amount of options or convertible securities issued by the listed issuer which are exercised during the financial year.
​(16) A brief explanation on the depository receipt programme sponsored by the listed issuer, including the following:
​(a) ​the number and names of the custodians holding the securities for which the depository receipts are issued;
(b) ​​the total number and percentage of the securities for which the depository receipts are issued against its issued and paid-up capital and a breakdown of the same in respect of the securities held by each custodian;
​(c)​the name of the depository bank; and
​(d)the stock market in which the depository receipts are traded (if applicable).
(17)​Particulars of all sanctions and/or penalties imposed on the listed issuer and its subsidiaries, directors or management by the relevant regulatory bodies. FAQ 9.45
(18)​​The amount of non-audit fees incurred for services rendered to the listed issuer or its subsidiaries for the financial year by the listed issuer's auditors, or a firm or corporation affiliated to the auditors' firm. FAQ 9.46, FAQ 9.47
(19)​​Where the results for the financial year differ by 10% or more from any profit estimate, forecast or projection or unaudited results previously made or released by the listed issuer for that period, an explanation of the difference and a reconciliation of the difference.
​(20)Any shortfall in the profit guarantee received by the listed issuer in the financial year as compared with the profit guarantee (if any) and steps taken to recover the shortfall.
(21)​Particulars of material contracts of the listed issuer and its subsidiaries, involving directors' and major shareholders' interests, either still subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year, providing the following particulars in respect of each such contract:
(a)​the date;
​(b)the parties;
​(c)the general nature;
​(d)the consideration passing to or from the listed issuer or any other corporation in the group;
(e)​​the mode of satisfaction of the consideration; and
​(f)​the relationship between the director or major shareholder and the contracting party (if the director or major shareholder is not the contracting party).
​If no such material contract has been entered into, a statement to that effect.
​(22)Where the above contract relates to a loan, the following particulars in respect of each loan:
​(a) the names of the lender and the borrower;
​(b) ​the relationship between the borrower and the director or major shareholder (if the director or the major shareholder is not the borrower);
(c)the purpose of the loan;
(d)​the amount of the loan;
(e)​the interest rate;
​(f) the terms as to payment of interest and repayment of principal; and
​(g)the security provided.
(23)A statement indicating the date of such statement and setting out -
​(a)​the names of the substantial shareholders (excluding bare trustees) and their direct and deemed interests stating the number and percentage of shares in which they have an interest as shown in the register of substantial shareholders of the listed issuer;
​(b)​a statement showing the direct and deemed interests of each director (including number and percentage) in the listed issuer, or in a related corporation, appearing in the register maintained under section 134 of the Companies Act 1965;
​(c)​the number of holders of each class of equity securities and any convertible securities and the voting rights attaching to each class;
​(d)a distribution schedule of each class of equity securities and any convertible securities setting out the number of holders and percentage in the following categories:
​ ​
​ ​No. of HoldersHoldings Total Holdings %
less than 100
​100 to 1,000 shares
​1,001 to 10,000 shares
10,001 to 100,000 shares ​
​100,001 to less than 5% of issued shares
​5% and above of issued shares
​____      ​100%
(e)​​the names of the 30 securities account holders having the largest number of securities from each class of equity securities and convertible securities according to the Record of Depositors (without aggregating the securities from different securities accounts belonging to the same person) and the number and percentage of equity securities and convertible securities of each class held. In the case of securities account holders which are authorised nominees as defined under the Securities Industry (Central Depositories) Act 1991, information in the account qualifier field of the securities account must also be stated.
(24) ​[Deleted].
(25) ​Particulars of each property of the listed issuer or its subsidiaries which net book value is 5% or more of the consolidated total assets of the listed issuer as at the end of the financial year ("material properties"). In the event the number of the material properties is less than 10, particulars of the top 10 properties in terms of highest net book value (inclusive of the material properties) as at the end of the financial year.  Particulars of such properties to be set out as follows as at the end of the financial year:
​(a)the address of each property;
​(b) in respect of each property -
​(i)a brief description (e.g. land or buildings, approximate areas, etc.);
​(ii)the existing use (e.g. shops, offices, factories, residential, etc.);
(iii)​the tenure (i.e. freehold, or leasehold and if leasehold, the date of expiry of the lease);
(iv)​the approximate age of the buildings;
​(v)the net book value; and
(vi)where revaluation has been carried out, the date of last revaluation and if none, the date of acquisition.
​(26)A statement by the audit committee in relation to the allocation of options or shares pursuant to a Share Issuance Scheme as required under paragraph 8.17.
​(27)​The following information in relation to an Employee Share Scheme:
(a)​the number of schemes currently in existence during the financial year, and brief details of each scheme including –
​(i)total number of options or shares granted;
​(ii)total number of options exercised or shares vested; and
​(iii)​total options or shares outstanding;
(b)in regard to options or shares granted  to the directors and  chief executive:
(i)aggregate options or shares granted;
​(ii)​aggregate options exercised or shares vested; and
​(iii)aggregate options or shares outstanding;
(c)in regard to options or shares granted to the directors and senior management –
​(i)​aggregate maximum allocation applicable to directors and senior management in percentage; and
(ii)the actual percentage granted to them,
during the financial year and since commencement of the scheme respectively; and
​(d)a breakdown of the options offered to and exercised by, or shares granted to and vested in (if any) non-executive directors pursuant to an Employee Share Scheme in respect of the financial year in tabular form as follows:
​Name of director  Amount of options/shares granted     ​Amount of options exercised/shares vested
​1.
​2.
​3.
​Total
(28) ​A statement by the board of directors relating to the training attended by directors in respect of the financial year required under paragraph 15.08(3). FAQ 15.17, FAQ 15.18
(29) A description of the corporate social responsibility activities or practices undertaken by the listed issuer and its subsidiaries or if there are none, a statement to that effect. FAQ 9.51
(30) A statement relating to the internal audit function of the listed issuer, i.e. whether the internal audit function is performed in-house or is outsourced and the costs incurred for the internal audit function in respect of the financial year. FAQ 9.49, FAQ 9.50, FAQ 15.35, FAQ 15.36, FAQ 15.37, FAQ 15.38, FAQ 15.39, FAQ 15.40
Part B
Contents of annual reports and accounts of closed-end funds
(paragraph 9.41)
(1)​A detailed statement of its investment objectives and policies and the manner in which those policies have been carried into effect (where applicable).
​(2)The gross revenue of the closed-end fund, to be divided separately to show at least the interest, dividends, profit/loss on the sale of investments and any item of revenue amounting to 5% or more of the gross revenue.
​(3)  The initial service charges, management fees or any other fees paid to the Managers to be shown separately under gross expenses of the closed-end fund.
​​(4)Generally, a disclosure of the composition of the investment portfolio of the closed-end fund, giving separately in respect of all investments -
(a)​a reasonable description of the business;
(b)​the number of securities owned;
(c) ​the costs; and
(d)​​if unlisted, the fair value, as agreed by the Managers and the board of directors of the closed-end fund and if listed, the market value of the investment.
(5)With respect to all unlisted investments and all other investments with a value exceeding 5% of the closed-end fund's gross assets, in addition, the following:
(a) ​the dividends or other income received during the year from such investments (indicating any abnormal dividends);
(b) the relevant performance ratios; and
(c)​​the net assets attributable to the investment.
(6)An analysis of any provision for diminution in value of investments, naming the investments against which provision has been made and stating for each investment -
(a)​the costs;
​(b)the provisions made; and
(c) ​the book value.
(7)An analysis of realised and unrealised surpluses, stating separately profits and losses as between listed and unlisted investments.
(8)The total number of transactions in securities entered into during the reporting period, together with the total brokerage paid or accrued during the reporting period. 
​(9) ​The number of securities (if any) held by the Managers and family members of Managers (where applicable) or by other funds managed by the Managers, at the date of the statement of financial position.
(10) Sales and purchases of investments into and from the closed-end fund, where the Managers acted as principals.
Part C​ ​
Contents of annual report of business trusts
(paragraph 9.55)
(1)​​The information set out in Part A of Appendix 9C subject to such adaptations where necessary, except for the information prescribed in paragraphs 3, 4, 7, 11, 14 to 17 and 19 in Part A of Appendix 9C.
(2)  Particulars of each director in the trustee-manager including the following information:
(a) name, age, nationality, qualification, and whether the position is an executive or non-executive one, and whether such director is an independent director;
​(b)working experience and occupation;
​(c)date he was first appointed to the board;
​(d)details of any board committee to which he belongs;
(e)any other directorship in listed issuers;
​(f)any family relationship with any director or major shareholder of the trustee-manager;
(g)any conflict of interest that he has with the business trust;
​(h)public sanctions and penalties imposed by the relevant regulatory bodies, and the list of convictions for offences within the past 5 years, which may affect the integrity and credibility of the director; and
​(i)number of board meetings attended in the financial year;
​(3)​Name of the chief executive and where the chief executive is not a director, the following particulars:
(a)the name, age, nationality and qualification;
​(b)​working experience;
​(c)​the date he was first appointed to the trustee-manager;
​(d)the details of any interest in the securities of the business trust or its subsidiaries;
​(e)​any directorship in listed issuers;
​(f)any family relationship with any director or major shareholder of the trustee-manager;
(g)any conflict of interests that he has with the business trust; and
(h)public sanctions and penalties imposed by the relevant regulatory bodies, and the list of convictions for offences within the past 5 years, which may affect the integrity and credibility of the chief executive.
​(4)The​ following information in relation to the fees or remuneration paid to the trustee-manager or its directors for the financial year:
(a)​details of the fees paid to the trustee-manager; and FAQ 9.52
​(b)the remuneration of each director of the trustee-manager in the following manner:
(i)the aggregate remuneration of directors with categorisation into appropriate components (e.g. directors' fees, salaries, percentages, bonuses, commission, compensation for loss of office, benefits in kind based on an estimated money value) distinguishing between executive and non-executive directors; and
(ii)​the number of directors whose remuneration falls in each successive band of RM50,000 distinguishing between executive and non-executive directors.
(5)Statement containing the management discussion and analysis of the business trust's business operations and financial performance during the financial year ("BT MD&A"). The BT MD&A must include at least the following information:
(a)overview of the group's business and operations including its objectives and strategies;
(b) discussion and analysis of the financial results and financial position including significant changes in performance, financial position and liquidity as compared over the previous financial year;
​ ​
(c)review of operating activities including discussion on main factors that may affect the operating activities of each principal business segment of the group;
(d)the identified significant anticipated or known risks that the group is exposed to which may have a material effect on the group's results, operations or financial condition, and a discussion of such risks; and​ ​
(e)​ forward-looking statement providing commentary on the -
​​(i)group's prospects including possible trends, outlooks and sustainability for each of its principal business segments; and
​​(ii)distribution policy.
​(6)The following information for the last 5 financial years, or since listing if shorter, in tabular form:
​(a)the NAV per unit of the business trust before and after the final distribution;
(b)the distribution amount per unit (interim and final);
(c)​the distribution yield of the business trust together with the bases of calculation and any assumptions made; and
(d)the manager's fee to average total asset ratio ("MFR") together with any other ratio that may be appropriate for the specific business of the business trust, and the bases of calculation and any assumptions made. If applicable, an explanation for the material difference in MFR over the period must also be provided. FAQ 9.53

[ End of Appendix ]

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