[ As at 27 January 2015 ]

 

PART A GENERAL
16.01Introduction
(1)This Chapter sets out the following:
(a)​the requirements that must be complied with by a listed issuer in respect of voluntary suspension and withdrawal by the listed issuer from the Official List; and
​(b)​the powers of the Exchange with regard to -
(i)​trading halt, suspension and de-listing of a listed issuer or any class of its listed securities by the Exchange; and
(ii)​enforcement of these Requirements.
(2)For the purpose of this Chapter, where the context permits, enforcement proceedings include an appeal by a person against a decision resulting from an enforcement action taken under this Chapter.
PART B TRADING HALT AND SUSPENSION
16.02Suspension of trading imposed by the Exchange
(1)The Exchange may at any time suspend the trading of listed securities in any of the following circumstances:
(a)in the event of any substantial corporate exercise or capital restructuring of a listed issuer including a scheme of arrangement, compromise, amalgamation or selective capital reduction;
(b)in the event of a conversion exercise of singly quoted shares to shares which are separately quoted on the Official List;
(c)where, in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining an orderly and fair market in securities traded on the Exchange;
(d)​in any circumstances as provided in these Requirements;
(e)in the event of any breach of these Requirements by a listed issuer, management company or trustee-manager;
(f)​upon notice by the SC to the Exchange that in its opinion a listed issuer, management company or trustee-manager has breached or has failed to comply with any provision of the CMSA, the Securities Industry (Central Depositories) Act 1991, the Securities Commission Act 1993 or the SC's guidelines, or that it is necessary or expedient in the public interest and where it would be for the protection of investors;
(g)​in the event of maturity of a listed debt security, convertible security or structured warrant;
(h)​upon the suspension of the trading of such securities listed on another stock exchange;
(i)upon the commencement of a voluntary winding-up of a listed issuer in accordance with the Companies Act, 1965; FAQ 16.1
(iA)​in relation to a listed issuer which is a collective investment scheme, upon the commencement of a winding-up of the collective investment scheme in accordance with the deed, the relevant guidelines issued by the SC or the CMSA; or
(j)​where the Exchange deems it appropriate for some other reason.
(2)Subject to subparagraph (3) below, where the public shareholding spread of a listed issuer is 10% or less of its total listed shares (excluding treasury shares), the Exchange shall suspend trading of the securities of the listed issuer upon expiry of 30 market days from the date of immediate announcement by the listed issuer pursuant to -
(a)​paragraph 8.02(3); or
(b)​paragraph 9.19(48) where the listed issuer has announced that the offeror intends to maintain the listed issuer's listing status.
In this regard, the suspension will only be uplifted upon the listed issuer's full compliance with the public shareholding spread requirements under paragraph 8.02(1) or as may be determined by the Exchange.
(3)The Exchange shall suspend trading of the securities of the listed issuer in relation to a take-over offer under the Take-Overs and Mergers Code, other than those effected by way of a scheme of arrangement, compromise, amalgamation or selective capital reduction, upon expiry of 5 market days from the close of the offer period if the listed issuer has made an announcement that the offeror does not intend to maintain the listed issuer’s listing status pursuant to paragraph 9.19(48).  
(4)​The Exchange will notify the SC of any decision to suspend the trading of any class of the listed securities of a listed issuer pursuant to subparagraphs (1)(c), (e) or (h) above.
​[ Cross reference: Practice Notes 16 and 17 ]
16.03Voluntary suspension
The Exchange may at any time, at its discretion, suspend trading of the listed securities at the request of the listed issuer.
​[ Cross reference: Practice Note 2 ]
16.04Trading Halt
Without prejudice to the powers of the Exchange under paragraph 16.02, the Exchange may at any time, halt the trading of any listed securities upon -
(a)​the listed issuer releasing a material announcement; FAQ 16.4, FAQ 16.5, FAQ 16.6
(b)the Exchange being notified that the trading of the securities or in the case of structured warrants, the underlying securities of the structured warrant, is halted or suspended on the securities exchange where it is quoted.
​[ Cross reference: Practice Note 20 ]
PART C WITHDRAWAL OF LISTING AND DE-LISTING BY THE EXCHANGE
16.05Withdrawal of listing
(1)The Exchange may grant a listed issuer's request for withdrawal from the Official List.
(2)The Exchange will notify the SC of any decision to approve a request for withdrawal from the Official List.
16.06Request for withdrawal
(1)

Subject to paragraph 16.07, a listed issuer may not request to withdraw its listing from the Official List, unless -

​(a)the listed issuer convenes a general meeting to obtain its shareholder or unit holder approval and a separate meeting for the approval of the holders of any other class of listed securities, if applicable and the circular sent to the shareholders or unit holders and the holders of any other class of listed securities includes the information set out in Part A of Appendix 16A. The draft circular must be submitted to the Exchange together with a checklist showing compliance with Part A of Appendix 16A;
(b)the resolution for the withdrawal of its listing is approved by a majority in number representing three fourths in value of the shareholders or unit holders and holders of any other class of listed securities, if applicable, present and voting either in person or by proxy at the meetings and provided that such shareholders or unit holders and holders of any other class of listed securities who object to the withdrawal is not more than 10% of the value of the shareholders or unit holders and holders of any other class of listed securities present and voting either in person or by proxy. Where the constituent document of the listed issuer imposes a stricter condition in respect of the votes required to approve the withdrawal of listing, such stricter condition will apply in substitution of the foregoing provision;
​(c)the shareholders or unit holders and holders of any other class of listed securities, if applicable, are offered a reasonable cash alternative or other reasonable alternative (“exit offer”); and
​(d)the listed issuer appoints an independent adviser, which meets the approval of the independent directors, to advise and make recommendations for the consideration of the shareholders or unit holders and holders of any other class of listed securities, if applicable, in connection with the withdrawal of its listing as well as the fairness and reasonableness of the exit offer.
(2)The independent adviser appointed pursuant to subparagraph (1)(d) above must -
(a)comment as to whether the withdrawal of listing, as well as the exit offer are fair and reasonable in so far as the shareholders or unit holders and holders of any other class of listed securities are concerned. Such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration in forming that opinion. In arriving at such opinion, the independent adviser should comply with the relevant provisions relating to an independent adviser’s recommendation in Practice Note 15 – Independent Advice Circular issued by the SC pursuant to the Take-Overs and Mergers Code;
(b)advise the shareholders or unit holders and holders of any other class of listed securities on whether they should vote in favour of the withdrawal of listing and exit offer; and
(c)take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in subparagraphs (a) and (b) above.
(3)

If in the Exchange's opinion, an independent adviser is not independent, the Exchange may disallow such independent adviser to be appointed or continue to act as an independent adviser.

16.07Withdrawal in a take-over offer or corporate proposal
Notwithstanding paragraph 16.06 above, a listed issuer may withdraw its listing from the Official List in the following circumstances:
(a)in relation to a take-over offer under the Take-Overs and Mergers Code, other than those effected by way of a scheme of arrangement, compromise, amalgamation or selective capital reduction, upon 90% or more of its listed shares (excluding treasury shares) or listed units being held by a shareholder or unit holder, either individually or jointly with associates of the said shareholder or unit holder; or FAQ 16.2
(b)​in relation to a corporate proposal undertaken by or in relation to the listed issuer, upon  100% of the listed shares or listed units of the listed issuer being held by a shareholder or unit holder either individually or jointly with the associates of the said shareholder or unit holder, FAQ 16.3
and the listed issuer has announced the offeror's intention not to maintain the listed issuer's listing status.
16.08Application for withdrawal
A listed issuer intending to withdraw its listing from the Official List must file with the Exchange an application which includes the information set out in Part B of Appendix 16A.
16.09Additional requirements
The Exchange may at its discretion impose any additional condition for the withdrawal of any listed issuer from listing on the Official List.
16.10Withdrawal of other securities
Where a listed issuer applies to withdraw its ordinary shares from the Official List, such application will be deemed to apply to the withdrawal of other classes of securities issued by the listed issuer and listed on the Official List.
16.11De-listing by the Exchange
(1)The Exchange may at any time de-list a listed issuer or any listed securities from the Official List in any of the following circumstances:
(a)​where the listed issuer fails to comply with these Requirements, subject to consultation with the SC;
​(b)​in other circumstances as provided under paragraphs 8.03, 8.04, 9.28 or paragraphs 2, 3, and 4 of Practice Note 29, upon which the Exchange will notify the SC of the same;
[ Cross reference: Practice Note 29 ]
(c)​upon the de-listing of the listed issuer or the de-listing of such securities on another stock exchange;
(d) ​in relation to a SPAC, when it fails to complete a qualifying acquisition within 36 months from the date of its admission to the Exchange; or
(e)where in the opinion of the Exchange, circumstances exist which do not warrant the continued listing of any listed securities, a listed issuer or any class of its listed securities, subject to consultation with the SC where applicable.
(2)The Exchange shall de-list a listed issuer in any one of the following circumstances:
(a)pursuant to a directive, requirement or condition imposed by the SC, after which the Exchange will notify the SC of the decision to de-list;
(b)upon the maturity or expiry of a class of securities;
(c)​[deleted];
(d)​upon a winding up of a listed issuer. For this purpose, "winding up of a listed issuer" includes any of the following circumstances: FAQ 8.19(b)
(i)​upon the commencement of a voluntary winding-up of a listed issuer in accordance with the Companies Act, 1965;
(ii)upon a winding up order being made against a listed issuer; or
(iii)upon the winding-up of a collective investment scheme in accordance with the deed, the relevant guidelines issued by the SC or the CMSA;
​​(e)​where a structured warrant has been fully exercised before expiry or maturity; or
(f)​in the case of a structured warrant, upon the de-listing of the underlying securities by the securities exchange where it is quoted.
​[ Cross reference: Practice Notes 16 and 17 ]
PART D ENFORCEMENT FAQ 16.7, FAQ 16.8
16.12Breach by subsidiaries
A breach of these Requirements by any one of the subsidiaries of a listed issuer will be deemed a breach of these Requirements by the listed issuer.
16.13Breach by directors
A director of a listed issuer, management company or trustee-manager, as the case may be, must not-
(a)cause, aid or abet a breach of these Requirements by such listed issuer, management company or trustee-manager, as the case may be; or
(b)permit, either knowingly or where he had reasonable means of obtaining such knowledge, such listed issuer, management company or trustee-manager, as the case may be, to commit a breach of these Requirements.
16.14[Deleted]
16.15[Deleted]
16.16Power to obtain documents
The Exchange may, arising from or in relation to its investigation, enforcement or both  -
(a)by notice in writing require an applicant, a listed issuer, management company, trustee, trustee-manager or their directors, officers, employees or advisers, or any other person to whom these Requirements are directed, to produce for inspection any documents, books, papers, registers, records or accounts (whether recorded in documentary or electronic form) (referred to collectively as "Information" in this Part D) that are held by the person concerned or to which the person concerned has control or access over;
(b)​inspect and make copies of, or take notes from, such Information;
(c)retain such Information for such periods as the Exchange deems fit; or
(d)disclose or forward such Information to such authorities or parties as the Exchange deems fit.
16.17Listed issuer to ensure compliance
Where a direction is issued or an obligation is placed on an officer or other employee of an applicant, listed issuer, management company or trustee-manager under these Requirements, such applicant, listed issuer, management company or trustee-manager must ensure that such officer or employee complies with the said direction or obligation.
16.17ABreach of undertakings
For the purpose of this Chapter, any breach of an undertaking given to the Exchange pursuant to these Requirements will be treated as a breach of these Requirements.
​​16.18Breach of these Requirements
(1)In the event of any breach of these Requirements by any applicant, listed issuer, management company, trustee, trustee-manager or its directors, officers or advisers or any other person to whom these Requirements are directed, the Exchange may take or impose such actions or penalties as it considers appropriate.
(2)The Exchange will notify the SC of any decision to take or impose any action or penalty referred to in paragraph 16.19 except where the decision is made in consultation with the SC.
​​16.19Types of actions or penalties
(1)Without prejudice to any of the powers granted to the Exchange under any written law in relation to the enforcement of these Requirements, the types of action or penalty that the Exchange may take or impose for a breach of these Requirements include any one or more of the following:
(a)in relation to applicants, listed issuers, management companies, trustees, or trustee manager -
(i)issuance of a caution letter;
(ii)​issuance of a private reprimand;
(iii)​issuance of a public reprimand;
(iv)​imposition of a fine not exceeding RM1 million;
(v)​issuance of a letter directing the listed issuer, management company, trustee, or trustee-manager to rectify the non-compliance, which direction will remain in force until it is revoked;
(vi)imposition of one or more condition(s) for compliance;
(vii)​non-acceptance of applications or submissions, with or without conditions imposed (after consultation with the SC);
(viii)imposition of condition(s) on the delivery or settlement of trades entered into in respect of the listed issuer's securities;
(ix)suspension of trading of the listed securities;
(x)​de-listing of any listed securities;
(xi)​de-listing of a listed issuer or any class of its listed securities;
(xii)​mandating education, training or such other types of programs as may be determined by the Exchange to be undertaken or implemented by the listed issuer, management company, trustee or the trustee-manager, as the case may be for its directors and/or management; or
(xiii)any other action which the Exchange may deem appropriate, subject to consultation with the SC;
(b)in relation to directors or officers of an applicant, a listed issuer, management company, trustee, or trustee-manager, a Controlling Person as defined in paragraph 2.22, or any other person to whom these Requirements are directed -
(i)​issuance of a caution letter;
(ii)​issuance of a private reprimand;
(iii)​issuance of a public reprimand;
(iv)​imposition of a fine not exceeding RM1 million;
(v)issuance of a letter directing the person in default to rectify the non-compliance, which direction will remain in force until it is revoked;
(vi)imposition of one or more condition(s) for compliance;
(vii)imposition of a moratorium on or prohibition of dealings in the listed issuer's and/or other listed securities by the relevant director, officer or other person; or
(viii)any other action which the Exchange may deem appropriate, subject to consultation with the SC;
(c)in relation to advisers -
(i)issuance of a caution letter;
(ii)issuance of a private reprimand;
(iii)issuance of a public reprimand;
(iv)​imposition of a fine not exceeding RM1 million;
(v)​issuance of a letter directing the adviser to rectify the non-compliance, which direction will remain in force until it is revoked;
(vi)​imposition of one or more condition(s) for compliance;
(vii)non-acceptance of applications or submissions or documents, made or prepared by the adviser, with or without conditions imposed (after consultation with the SC); or
(viii)​any other action which the Exchange may deem appropriate, subject to consultation with the SC.
(2)Where an applicant, a listed issuer, management company, trustee, trustee-manager or its directors, officers or advisers or any other person to whom these Requirements are directed, has failed to comply with a direction or pay any fine imposed by the Exchange under subparagraph (1) above, the Exchange may impose additional actions or penalties as specified in subparagraph (1) on such persons. Such additional actions or penalties may include, without limitation, the imposition of additional fines in such manner as the Exchange deems fit (e.g. additional fines on a daily basis until the full amount due is paid to the Exchange) or suspension of trading or de-listing of securities in the case of a listed issuer.
16.20Cumulative actions or penalties
If an applicant, a listed issuer, management company, trustee, trustee-manager or its directors, officers, advisers or any other person to whom these Requirements are directed fails to comply with an action or penalty taken or imposed by the Exchange under paragraph 16.19, the Exchange has the power to commence enforcement proceedings against such applicant, listed issuer, management company, trustee, trustee-manager or its directors, officers, advisers or any other person to whom these Requirements are directed and take or impose one or more actions or penalties as provided under paragraph 16.19.
​​16.21Other rights
The exercise of the powers in paragraphs 16.18 and 16.19 does not in any way prejudice the other rights of the Exchange against an applicant, a listed issuer, management company, trustee, trustee-manager or its directors, officers or advisers or any other person to whom these Requirements are directed.
16.21APublication of enforcement action
The Exchange shall have the power to publish to the public, any action taken against any person under these Requirements in any manner as the Exchange deems fit or expedient.
​​16.22Confirmation by the Exchange
The confirmation given by the Exchange that it has no further comments on any document that is submitted to the Exchange for perusal pursuant to these Requirements will not preclude the Exchange from taking enforcement action against the listed issuer, its advisers, or both, in the event of any failure by such listed issuer, its advisers or both to comply with these Requirements pertaining to the form and content of the said document.
​​16.23Referral of conduct to other authorities
The Exchange may, at any time, and in its absolute discretion, refer the conduct of any applicant, listed issuer, management company, trustee, trustee-manager or its directors, officers, advisers or any other person to whom these Requirements are directed, to any relevant authority or professional body, without giving notice to such persons.
​​16.24Committee or sub-committee to decide
The Exchange will appoint a committee or sub-committee or officer(s) of the Exchange or Exchange Holding Company to discharge the exercise of its powers under paragraphs 16.18 and 16.19.
​​16.25[Deleted]
16.26Procedures
The Exchange will determine the procedures applicable to any enforcement action taken under this Chapter. Such procedures may vary to adapt to the circumstances of any particular case.
​[ Cross reference: Practice Note 30 ]
​​16.27 Right of appeal
(1)​A person who is dissatisfied with a decision resulting from an enforcement action taken under this Chapter may appeal against such decision in the manner prescribed by the Exchange from time to time.
​[ Cross reference: Practice Note 30 ]
(2)​The Exchange may suspend the enforcement of any such decision that is the subject of the appeal until the disposal of the appeal.
​​16.28Unpaid fine is debt owing to the Exchange
A fine or any portion of a fine or cost ordered by the Exchange, remaining unpaid by a person is a debt owing by the person to the Exchange.
16.29Agreed settlement
(1)​A person who is the subject of an enforcement proceeding by the Exchange may, at any time before the Exchange makes a decision, propose a settlement of the enforcement proceeding by agreeing to a set of facts, liability or penalty with the Exchange.
(2)​The Exchange may reject, accept or vary the proposed settlement based on terms that it deems fit.
(3)​Where the Exchange accepts the proposed settlement, the settlement will be recorded as a decision of the Exchange.
(4)​If the Exchange is not agreeable to the proposed settlement, the Exchange may pursuant to paragraph 16.26, proceed with a full enforcement proceeding.
​[ Cross reference: Practice Note 30 ]
​​16.30Standard of proof
The Exchange will not find an allegation proven unless the Exchange is satisfied that the allegation is proven on the balance of probabilities.

[ End of Chapter ]

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Appendix 16A