[ As at 31 December 2015 ]

 

PART A – GENERAL

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9.01Introduction
(1)This Chapter sets out the continuing disclosure requirements that must be complied with, amongst others, by a listed issuer, its directors or advisers.​
(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); ​
(e)circulars and other requirements (Part L); and​
(f)disclosure requirements for specific listed issuers (Part M).​
(3)Continuing disclosure is the timely and accurate disclosure of all material information by a listed issuer to the public.​
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(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. 
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PART B – CORPORATE DISCLOSURE POLICY
9.02Corporate disclosure policy
(1)A listed issuer 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 issuer must adhere to the following 6 specific policies concerning disclosure, which are as follows:​
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(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
9.03Disclosure of material information
(1)​A listed issuer must make immediate public disclosure of any material information, except as set out in paragraph 9.05 below.
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(2)Information is considered material, if it is reasonably expected to have a material effect on -
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(a)the price, value or market activity of any of the listed issuer's securities; or​
(b)the decision of a holder of securities of the listed issuer or an investor in determining his choice of action.​
(3)​Without limiting the generality of subparagraph (2) above, material information may include information which -
(a)concerns the listed issuer'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 issuer's securities; or ​
(d)relates to any event materially affecting the size of the public holding of its securities. ​
[ Cross reference: Practice Note 3 ]
9.04Examples of events which may require immediate disclosure
The following are some examples of events which may require immediate disclosure by the listed issuer:
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(a)the entry into a joint venture agreement or merger;
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(b)​the acquisition or loss of a contract, franchise or distributorship rights;
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(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 9.06
(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 general business direction;
​(n)a change of intellectual property rights;
​(o)the entry into a memorandum of understanding; or
(p)​the entry into any call or put option or financial futures contract.
9.05Withholding of material information
(1)A listed issuer may, in exceptional circumstances, temporarily refrain from publicly disclosing material information, provided that complete confidentiality is maintained.  Where material information is withheld, the listed issuer 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 issuer 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 issuer's cost of the desired acquisition or could prevent the listed issuer from carrying out the plan at all. In such circumstances, if the unfavourable result to the listed issuer 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 issuer 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.​
9.06Maintaining confidentiality
(1)Whenever material information is being temporarily withheld, a listed issuer must ensure that the strictest confidentiality is maintained.
(2)The listed issuer should limit the number of people with access to the material information and ensure the security of all confidential documents.
(3)Notwithstanding paragraph 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 issuer must immediately announce the information to the Exchange.​ FAQ 9.07
9.07Monitoring of market activity and making of announcements
During a period where information is withheld, the market activity of the listed issuer's securities must be closely monitored. The listed issuer must immediately announce the information withheld to the Exchange, in the following circumstances:
(a)​unusual market activity in the listed issuer'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 issuer learns that there are signs that insider trading may be taking place.​
PART D – THOROUGH PUBLIC DISSEMINATION
9.08Thorough public dissemination
(1)A listed issuer must release material information to the public in a manner designed to obtain its fullest possible public dissemination.​
(2)A listed issuer 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 9.08
(3)There may be limited circumstances where selective disclosure of material information is necessary, for example where the listed issuer is undertaking a corporate exercise or to facilitate a due diligence exercise.  In such circumstances, the listed issuer must ensure that the disclosure is restricted to only relevant persons and the strictest confidentiality is maintained.​ FAQ 9.08
(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 issuer'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 issuer 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 issuer becomes aware of any rumour or report, true or false, that contains material information, the listed issuer must make due enquiry and immediately publicly clarify, confirm or deny the rumour or report.​
(2)For the purpose of subparagraph (1) above, the listed issuer 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.​
9.10Response to rumour or report
(1)In the case of a rumour or report containing erroneous material information which has been circulated, the listed issuer 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 issuer'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 issuer is ordinarily required. However, if such a report is manifestly based on or contains erroneous information, or is wrongly attributed to the listed issuer, the listed issuer must respond promptly to the supposedly factual elements of the rumour or report as required under paragraph 9.09 and this paragraph 9.10. In addition, the listed issuer must include in the announcement a statement to the effect that the listed issuer 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
9.11Unusual market activity
(1)Where unusual price movement, trading activity, or both ("unusual market activity") occurs, the listed issuer must immediately undertake a due enquiry to seek the cause of the unusual market activity in its securities. The listed issuer must consider in particular whether there is any information concerning the listed issuer which would account for the unusual market activity that -​
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(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 issuer 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 issuer 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 issuer in accordance with these Requirements.
(4)If the unusual market activity results from a rumour or report, the listed issuer must comply with paragraphs 9.09 and 9.10 above.
(5)Finally, if the listed issuer is unable to determine the cause of the unusual market activity, the listed issuer must announce that there have been no undisclosed developments which would account for the unusual market activity.
PART G – UNWARRANTED PROMOTIONAL DISCLOSURE ACTIVITY
9.12Promotional disclosure activity
(1)A listed issuer 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 issuer'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 issuer;​
(b)exaggerated;​
(c)flamboyant;​
(d)overstated; or​
(e)over-zealous.​
9.13Hallmarks 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 issuer;
(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 issuer's securities and are not justified in frequency or scope by the need to disseminate information about actual developments concerning the listed issuer;
(d)press releases or other public announcements of a one-sided or unbalanced nature; and
(e)listed issuer's or product advertisements which in effect promote the listed issuer's securities.
PART H – INSIDER TRADING
9.14Prohibitions under the law
(1)All listed issuers 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.
9.15Prohibition 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​ ​ ​
9.16Content of press or other public announcement
(1)The content of a press or other public announcement is as important as its timing. A listed issuer 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 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 9.01, FAQ 9.02, FAQ 9.09, FAQ 9.10
(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 issuer 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 issuer'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 is merely internal management targets or aspirations set to be achieved by the listed issuer and not an estimate, forecast or projection. FAQ 9.01, FAQ 9.02, FAQ 9.03
(2)​Where an adviser is appointed by the listed issuer for submission of the announcement to the Exchange, such adviser must also comply with subparagraph (1) above. ​
(3)A listed issuer or its adviser does not commit a breach of subparagraphs (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 subparagraph (1) above.
(4)​Where any announcement referred to in subparagraph (1) above has been submitted to the Exchange and the person referred to in subparagraphs (1) or (2) above subsequently becomes aware that the announcement may not fulfil the requirements of subparagraph (1) above, the person must immediately notify the Exchange of the same.
[ Cross reference: Practice Note 3 ]
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9.17Preparation of press or public announcement
A listed issuer 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 issuer identify an individual or limited group of individuals within the listed issuer 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 company official familiar with the matters about which disclosure is to be made.​
9.18Summary 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 issuer 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
9.19Immediate announcements to the Exchange
A listed issuer 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 a books closing date and its reason, stating the books closing date, which must be at least 10 market days 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 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 a 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 issuer;
(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 issuer requires 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 issuer 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 issuer;
(9)any change of address or telephone number and/or facsimile number of the registered office of the listed issuer or of any office at which the register of securities of the listed issuer is kept;
(10)any proposed change of name of the listed issuer;
(11)any change in the financial year end of the listed issuer; FAQ 9.32
(12)any change in the composition of the board of directors of the listed issuer. 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 issuer;​ FAQ 9.12, FAQ 9.13, FAQ 9.14
(13)any change in the composition of the audit committee of the listed issuer. 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 issuer. 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 issuer;​ FAQ 9.12, FAQ 9.15
(14A)any change or proposed change in the chief financial officer of the listed issuer. 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 issuer;​ FAQ 9.11, FAQ 9.12
​(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 issuer or its foreign principal subsidiary pursuant to any relevant law applicable to the listed issuer or its foreign principal subsidiary. An announcement to the Exchange must include the information contained in Part B(B) of Appendix 9A; FAQ 9.16
(15)​any change in the company secretary or external auditors of the listed issuer. 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 issuer; FAQ 9.14
(15A)​any change in the independent adviser appointed by the listed issuer 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 issuer;
(16)any proposed alteration of the memorandum of association or articles of association of the listed issuer;​
(17)any notice relating to substantial shareholding which the listed issuer has received;​
(18)any notice referred to in section 135(1) of the Companies Act 1965 which the listed issuer has received in relation to the listed issuer's securities listed on the Exchange;​
(19)any winding-up of the listed issuer as follows:​ FAQ 9.17
(a)in relation to a listed issuer which is a corporation, any commencement of winding-up proceedings or winding-up order made against the listed issuer 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; or
(b)in relation to a listed issuer which is a collective investment scheme, upon the occurrence of an event specified under the deed, the relevant guidelines issued by the SC or the CMSA which will result in the collective investment scheme being wound up.​
An announcement to the Exchange pertaining to the winding-up must include the information contained in Part C of Appendix 9A
(20)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 issuer, any of its subsidiaries or major associated companies or any part of the properties of the listed issuer, 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; ​
(21)the procurement of a court order restraining proceedings against a listed issuer 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;​
(22)any transaction requiring an announcement to be made under Chapter 10 of these Requirements;​
(23)any acquisition (including subscription) of shares in another corporation or any other event which results in such company becoming a subsidiary of the listed issuer;​
(24)any disposal of shares in another corporation or any other event which results in such corporation ceasing to be a subsidiary of the listed issuer; ​
(25)​any acquisition (including subscription) of shares in another listed issuer 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 issuer;​
(26)any disposal of shares in another listed issuer 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 issuer;​
(27)any proposed issue or offer of securities by the listed issuer;​
(28)any scheme of compromise, arrangement, amalgamation or reconstruction;​
(29)any variation of the rights attaching to a class of securities of the listed issuer;​
(30)the level of subscription in relation to an issue or offer of securities by the listed issuer;​
(31)the decision to allocate excess securities in relation to a rights issue by the listed issuer and the basis of such allocation;​
(32)any change to the utilisation of proceeds raised by the listed issuer from the issuance of securities that deviates by 5% or more from the original utilisation of proceeds;​ FAQ 9.18, FAQ 9.19, FAQ 9.20
(33)a subdivision of shares or consolidation by the listed issuer; ​
(34)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;​
(35)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;​
(36)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 issuer 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 issuer;​ FAQ 9.01, FAQ 9.21, FAQ 9.22, FAQ 9.23
(37)any qualification in an external auditors' report giving full details of such qualification;​
(38)a call of securities for redemption by the listed issuer;​
(39)​any listing of any part of the securities of a listed issuer or any of its subsidiaries on any other stock exchange, stating which other stock exchange;​
(40)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;​
(41)any change of control in the listed issuer;​
(42)any agreement to sponsor a depository receipt programme. An announcement must include the information contained in Part G of Appendix 9A;​
(43)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;​
(44)any discovery of mineralisation or hydrocarbons by a listed issuer 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;​
(45) ​any pending litigation or occurrence of circumstances of a material nature in which the listed issuer being a mining, plantation or timber corporation or any of its subsidiaries may be involved which may affect its income derived from title to or possession of any of its properties, licences or concessions from governmental authorities;​
(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 issuer.  The listed issuer must announce the valuation upon the listed issuer's board approving the incorporation of the revaluation surplus or deficit in the financial statements of the listed issuer and must include the information contained in Part H of Appendix 9A in the announcement to the Exchange. The listed issuer must make available a copy each of the valuation reports for inspection at the listed issuer's registered office for a period of 3 months from the date of announcement; FAQ 9.24
(47)​any material development to corporate proposals previously announced, including the following:​ FAQ 9.25
(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 issuer will be pursuing or taking any legal action (where applicable); and​
(iii)the financial impact (if any) to the listed issuer 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 a corporate proposal undertaken by or in relation to a listed issuer, upon 90% or more of the listed shares (excluding treasury shares) or listed units of the said listed issuer being held by a shareholder or unit holder either individually or jointly with associates of the said shareholder or unit holder. In relation to a take-over offer, the listed issuer 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; or
(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.
9.19ADefault in payment FAQ 9.59
​(1)A listed issuer 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 issuer, or any of its subsidiaries or associated companies, as the case may be, irrespective of whether a demand has been made, where - FAQ 9.57, FAQ 9.58
​(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 issuer based on the latest published or announced financial statements; or FAQ 9.60, FAQ 9.61, FAQ 9.62, FAQ 9.64
​(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 issuer’s securities or the decision of the listed issuer’s securities holder or investor in determining his choice of action.
​(2)​ In circumstances where a listed issuer has negative net assets, the listed issuer 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 issuer must include the information contained in Part H(A) of Appendix 9A, in the announcement to the Exchange under subparagraphs (1) or (2) above.
(4)​​Where a listed issuer states that it is solvent ("Solvency Declaration") in the announcement to the Exchange under subparagraphs (1) or (2) above, the listed issuer 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 issuer is regarded as "solvent" if the majority directors have formed the opinion that the listed issuer 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 9.63
​(5)After the announcement in subparagraphs (1) or (2) above, the listed issuer must announce to the Exchange -
​(a)​the current status of the default in payment and the steps taken by the listed issuer 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 issuer becoming aware of the same.
9.20Dealings in quoted securities FAQ 9.27
(1)​A listed issuer 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 issuer 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 issuer pursuant to this paragraph), being 5% or more of the listed issuer's latest audited consolidated net assets. The listed issuer 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 issuer;​
(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)Subparagraph (1) above does not apply to -
​ ​
(a)​a closed-end fund;
(b)a corporation whose activities are regulated by any written law relating to banking, finance corporations or insurance and are subject to supervision by Bank Negara Malaysia or an equivalent foreign regulatory authority as the Exchange deems appropriate;
(c)a Participating Organisation;​
(d)purchases or sales of quoted securities in an existing subsidiary or associated company of the listed issuer; or
(e)an exchange-traded fund.​
9.21Listed issuer to have a website FAQ 9.28
​ ​
(1)Every listed issuer must have its own website.​
(2)A listed issuer must publish on its website all announcements made to the Exchange pursuant to these Requirements. The listed issuer must ensure that such announcements are placed on the listed issuer's website, as soon as practicable after the same are released on the Exchange's website.​
(3)​A listed issuer 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 issuer.​
(4) A listed issuer should ensure that its website is current, informative and contains all information which may be relevant to the listed issuer's shareholders including analyst's briefings.​
PART K – PERIODIC DISCLOSURES
9.22Quarterly report
(1)A listed issuer 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 issuer, and in any event not later than 2 months after the end of each quarter of a financial year.
(2)The listed issuer must include in the quarterly report, the information set out in Part A of Appendix 9B and any other information as may be required by the Exchange.​ FAQ 9.33, FAQ 9.34
(3)If a change in the financial year is proposed by a listed issuer, such listed issuer must consult the Exchange as to the period to be covered by the quarterly report.​ FAQ 9.32
9.23Issue of annual report FAQ 9.40
(1)A listed issuer must issue its annual reports that include annual audited financial statements together with the auditors' and directors' reports of the listed issuer, and forward them to the Exchange and shareholders within 4 months from the close of the financial year of the listed issuer. ​
(2)[Deleted]​
9.24​[Deleted]
9.25Disclosure in annual report
(1)A listed issuer must set out separately in its annual report, the items set out in Part A of Appendix 9C unless the following conditions are met:​ FAQ 9.29, FAQ 9.30, FAQ 9.41, FAQ 15.19
(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 issuer publishes such information on its website; and​
(c)the listed issuer 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 Part A of Appendix 9C, the information provided pursuant to Part A of 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 issuer.​
9.26Issuance of annual report in electronic formatFAQ 9.31
Without prejudice to other provisions relating to issuance of annual reports, a listed issuer 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 subparagraph (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; and​
(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 issuer 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 issuer's website 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 issuer's facsimile number and mailing address.
9.27Statutory declaration in relation to accounts
A listed issuer must ensure that the director or person primarily responsible for the financial management of the listed issuer, 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 15.25
(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 15.21, FAQ 15.22, FAQ 15.23, FAQ 15.24, FAQ 15.26, FAQ 15.27
[ Cross reference: Practice Note 13 ]
9.28Suspension or de-listing for failure to comply
(1)A listed issuer must comply with the timeframes stated in paragraphs 9.22, 9.23, 9.44, 9.45, 9.48, 9.49, 9.54 or 9.55, 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 issuer which intends to request for the extension of time referred to in subparagraph (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 issuer must immediately announce to the Exchange any extension of time granted in relation to such application.​
(3)If a listed issuer 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 issuer 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 issuer must include –
(a) ​in the announcement under subparagraph (3) above, all information contained in Part I of Appendix 9A; and
(b) in the announcement under subparagraph (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 issuer 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 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 issuer. 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 issuer 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 issuer.​
(7)​For the purposes of this paragraph, "issue" means announcing to the Exchange or issuing to shareholders or unit holders as provided under paragraphs 9.22, 9.23, 9.44, 9.45, 9.48, 9.49, 9.54 or 9.55, as the case may be.​
9.29Memorandum of understanding
A listed issuer must immediately announce to the Exchange the status of any memorandum of understanding that has been entered into between the listed issuer 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
9.30Draft circulars and other documents
(1)A listed issuer 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 holders of listed securities, within a reasonable time before printing together with a checklist showing compliance with the relevant parts of these Requirements.​
​(2)​Subparagraph (1) above does not apply to the following documents: FAQ 9.55
(a)an annual report;
(b)any document to be sent to holders of listed securities in relation to a take-over by or in respect of a listed issuer excluding circulars to be issued by a listed issuer, 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 issuer or its advisers on its behalf; FAQ 9.54
​ ​
(d)any circular to be issued by a listed issuer to its securities holders pursuant to paragraphs 10.11 and 10.14 of these Requirements, in relation to a transaction which will result in a significant change in the business direction or policy of the listed corporation and in relation to a qualifying acquisition proposed to be made by a SPAC; and​
​ ​
(e)such other document as prescribed by the Exchange subject to such requirements as may be imposed by the Exchange.​
(3)​A listed issuer or offeror must not issue any of such documents referred to in subparagraph (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 issuer or offeror for the preparation and/or submission of the documents referred to in subparagraph (1) above to the Exchange, such adviser must also comply with subparagraphs (1) and (3) above.​
​ ​[ Cross reference: Practice Note 18 ]
9.31Quality of draft documents
A person submitting to the Exchange a draft circular or other draft documents pursuant to paragraph 9.30 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.
9.32 Standard of disclosure for circulars
(1)A listed issuer must ensure that any circular issued to the securities holders of the listed issuer -​
(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 issuer 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 issuer's future prospects cannot be assessed, why this is so.​
(2)Where an adviser is appointed by the listed issuer for the preparation or submission of the circular for issuance to the holders of the listed securities, such adviser must also comply with subparagraph (1) above.
(3)A listed issuer or its adviser does not commit a breach of subparagraphs (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 subparagraph (1) above.​
(4)Where any circular referred to in subparagraph (1) above has been issued and the person referred to in subparagraphs (1) or (2) above subsequently becomes aware that the circular may not fulfil the requirements of subparagraph (1) above, the person must immediately notify the Exchange of the same. ​
9.33Issuance of circular or document
(1)Where a listed issuer 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 issuer 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 issuer 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 subparagraph (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 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.​
9.34Documents for overseas securities holders
A listed issuer must forward all documents for overseas securities holders of listed issuers by airmail or any speedier form of transmission.
9.35[Deleted]. ​
PART M – DISCLOSURE REQUIREMENTS FOR SPECIFIC LISTED ISSUERS​ ​
9.36Mining, plantation and timber corporations
​​A listed issuer in the business of mining, plantation or timber, must immediately announce to the Exchange the production figures for each month not later than the end of the subsequent month.
PART M1 – INFRASTRUCTURE PROJECT CORPORATIONS
9.37Immediate announcement by an infrastructure project corporation
An infrastructure project corporation must immediately announce to the Exchange any substantial variance in the earnings and cash flow projections which may have an adverse impact on its earning prospects at any time during the period of construction of the infrastructure project and 3 years after operating pre-tax profits are generated.​ ​
9.38Quarterly report of an infrastructure project corporation
An infrastructure project corporation must announce the quarterly progress reports on its infrastructure project not later than 2 months after the end of each quarter of a financial year.​ ​
PART M2 – CLOSED-END FUNDS
9.39Notification of change in policies and objectives by a closed-end fund
A closed-end fund must immediately announce to the Exchange any proposal to change its investment policies and objectives.​ ​
9.40Quarterly report of a closed-end fund
(1)A closed-end fund must announce to the Exchange a quarterly report pursuant to paragraph 9.22.
(2)The closed-end fund must include in its quarterly report -
(a)the information set out in Part A of Appendix 9B, except for the information prescribed in Note 8 of Appendix 9B; and​
(b)the additional information set out in Part B of Appendix 9B; and​
(c)any other information as may be required by the Exchange.​
9.41Annual report of a closed-end fund
A closed-end fund must include in its annual report and accounts -
(a)the information set out in Part A of Appendix 9C; and​
(b)the additional information set out in Part B of Appendix 9C.​
9.42Weekly disclosure by a closed-end fund
A closed-end fund must, in addition, announce to the Exchange its net asset value per share on a weekly basis.
PART M3 – REAL ESTATE INVESTMENT TRUSTS
9.43Immediate announcements to the Exchange
(1)​In addition to the requirements set out in this Chapter, a [management company]] must immediately announce to the Exchange the following events:
(a)any change in the control of the management company or the trustee;​
(b)any proposed change in the general character or nature of the trust;​
(c)any intention to renew, vary or terminate the trust;​
(d)any change or proposed change of the trustee or management company;​
(e)​a valuation which has been carried out on the assets of the trust, stating whether the valuation is subject to the approval of the SC. A copy each of the valuation reports must be made available for inspection at the management company's office for a period of 3 months;​
(f)any proposal which will result in the borrowings (including borrowings through issuance of debt securities) exceeding 50% of the total asset value of the fund and the reason for the proposal;​
(g)any event which will significantly affect the underlying value of the assets of the trust; ​
(h)any change in the name of the management company or trustee;​
(i)any change or proposed change in the rate of management fee or trustee fee;​
(j)​any material modification to the deed of trust;​
(k)any material change to the investment objectives set out for the trust;​
(l)any change in the composition of the investment committee;​
(m)any acquisition or disposal of real estates, single-purpose corporations or real estate-related assets, where the value of consideration is 25% or more of the fund's total asset value; and​
(n)any related party transaction.​
(2)For the purposes of subparagraph (1) above - ​ ​
(a)the term "change in the control" in subparagraph (a) refers to a change in a person who is, or group of persons who together are entitled to exercise or control the exercise of more than 33% of the voting shares in the management company or the trustee, and who is or are in the position to control -​
(i)at least one half of the membership of the board of directors of the management company or the trustee; or​
(ii)at least one third of the membership of the board of directors of the management company or the trustee, including the chief executive.​
(b)the terms "real estates", "single-purpose companies", "real estate-related assets", "total asset value" and "related party transaction" have the same meanings given in the SC's Guidelines on Real Estate Investment Trusts.​
9.44Quarterly reports of a real estate investment trust
(1)​A management company of a real estate investment trust must announce to the Exchange an interim financial report of the real estate investment trust for each of the first three quarters of its financial year ("REIT Quarterly Report"), as soon as the figures have been approved by the board of directors of the management company, and in any event, not later than 2 months after the quarter ends. FAQ 9.38
(2)The management company need not comply with paragraph 9.22(2) of these Requirements in preparing the REIT Quarterly Report. Instead, the management company must ensure that the REIT Quarterly Report complies with the following provisions from Schedule B of the SC's Guidelines on Real Estate Investment Trusts and include any other information as may be required by the Exchange:
(a)Paragraphs 9 – 11 relating to manager's report with the exception of paragraphs 11(a), (b), (c), (o) and (p); and​
(b)Paragraphs 19 – 22 relating to financial statements.​
(3)Where there is a change in the financial year proposed by a management company, such management company must consult the Exchange as to the period to be covered by the REIT Quarterly Report.
9.45 Annual reports and distribution statements of a real estate investment trust
(1)​A management company must also issue annual reports that includes annual audited financial statements together with the auditors' and management company's reports of the real estate investment trust and forward them to the Exchange and unit holders within 2 months after the end of the period to which they relate.
(2) A management company need not comply with paragraph 9.25(1) of these Requirements in preparing the annual report of the real estate investment trust. Instead, a management company must ensure that the contents of the annual report of the real estate investment trust comply with the requirements relating to annual reports of the fund as stipulated under the SC’s Guidelines on Real Estate Investment Trusts. In addition, the management company must also ensure that the annual report of the real estate investment trust contains a narrative statement of its management of material economic, environmental and social risks and opportunities, and is prepared in the manner prescribed under Part III of Practice Note 9 of these Requirements.
(3)A management company must forward every distribution statement to the unit holders and the Exchange accompanied by a report as to the state of the trust which includes the information in Appendix 9D.
PART M4 – EXCHANGE-TRADED FUNDS
9.46Announcements to the Exchange
(1)A management company of an exchange-traded fund must announce to the Exchange -
(a)the indicative optimum portfolio value (IOPV) per unit of the fund on a real-time basis, or within such time as may be allowed under the SC's Exchange-Traded Funds Guidelines;​
(b)the net asset value (NAV) per unit of the fund on daily basis; and​
(c)number of units in circulation on a monthly basis.​
(2)For the purpose of subparagraph (1) above, the terms "indicative optimum portfolio value" and "net asset value" have the meaning given under the SC's Exchange-Traded Funds Guidelines.
9.47Immediate announcements to the Exchange
(1)​ In addition to the requirements set out in this Chapter, a management company of an exchange-traded fund must immediately announce to the Exchange the following events:
(a)any change or proposed change of the trustee or management company; ​
(b)any change in the control of the management company or the trustee;​
(c)any change in the name of the management company or the trustee;​
(d)any change or proposed change in the rate of management fee or trustee fee;​
(e)any proposed change in the general character or nature of the fund;​
(f)any intention to renew, vary or terminate the fund, and the material developments of such proposal;​
(g)any intention to apply to the SC to increase the size of the fund;​
(h)any material modification to the deed of the fund;​
(i)any material change to the investment objectives set out for the fund; ​
(j)any change or proposed change to the constituents and weightings of the index basket; or ​
(k)any change in the methodology for compiling or calculating the index.​
(2)For the purposes of subparagraph (1)(b) above, the term "change in the control" refers to a change in a person who is, or group of persons who together are entitled to exercise or control the exercise of more than 33% of the voting shares in the management company or the trustee, and who is or are in the position to control -
(a)at least one half of the membership of the board of directors of the management company or the trustee; or​
(b)at least one third of the membership of the board of directors of the management company or the trustee, including the chief executive.​
9.48Quarterly reports of an exchange-traded fund
(1)A management company must announce to the Exchange an interim financial report of the exchange-traded fund for each of the first three quarters of its financial year ("ETF Quarterly Report"), as soon as the figures have been approved by the board of directors of the management company, and in any event, not later than 2 months after the quarter ends. FAQ 9.38
(2)The management company need not comply with paragraph 9.22(2) of these Requirements in preparing the ETF Quarterly Report. Instead, the management company must ensure that the ETF Quarterly Report complies with the following provisions from Schedule B of the SC's Exchange-Traded Funds Guidelines, and include any other information as may be required by the Exchange:
(a)Paragraphs 9 – 11 relating to manager's report with the exception of paragraphs 11(a), (b), (c) and (m); and​
(b)Paragraphs 19 – 20 relating to financial statements.​
(3)Where there is a change in the financial year proposed by a management company, such management company must consult the Exchange as to the period to be covered by the ETF Quarterly Report.
9.49Annual reports of an exchange-traded fund
(1)​A management company must also issue annual reports that includes annual audited financial statements together with the auditors' and management company's reports of the exchange-traded fund and forward them to the Exchange and unit holders within 2 months after the end of the period to which they relate.​
(2)A management company must ensure that the contents of annual reports of the exchange-traded fund comply with the requirements relating to annual reports of the fund as stipulated under the SC's Exchange-Traded Funds Guidelines, instead of paragraph 9.25(1).​
PART M5 – SPECIAL PURPOSE ACQUISITION COMPANIES
9.50Notification of change in information
In addition to the requirements set out in this Chapter, a SPAC must immediately announce to the Exchange the following events:​ ​
(a)any material change to the information disclosed in the prospectus including the change of custodian of its Trust Account or any change in the Permitted Investments;​
(b)​upon the SPAC becoming aware that it will not be able to complete its qualifying acquisition within the period prescribed under the SC's Equity Guidelines. The SPAC must include in the announcement the reasons for not being able to do so; and​
(c)any change in the composition of the management team.​
9.51Reporting obligations FAQ 9.39
(1)A SPAC need not comply with paragraph 9.22. Instead, the SPAC must announce to the Exchange its interim unaudited or audited financial report within 2 months after the close of the half year of the SPAC's financial year. ​
(2)The SPAC must include the information set out in Appendix 9E in the said interim financial report. ​
PART M6 – BUSINESS TRUSTS
9.52Announcement of distribution
Where an announcement of any recommendation or declaration of distribution is made pursuant to paragraph 9.19(2) above, the trustee-manager must also include in the announcement, the following written statements: 
(a) ​a written statement by the trustee-manager's board of directors that the board is satisfied that after making the distribution, the trustee-manager will continue to be able to fulfil, from the trust property, the liabilities of the business trust as and when they fall due; and
(b)​a written statement disclosing the distribution policy and the measures and assumptions for deriving the amount available to be distributed from the trust property.
For this purpose, "trust property" has the meaning given under the SC's Business Trust Guidelines.​ ​
9.53Immediate announcements to the Exchange
(1)​In addition to the requirements set out in this Chapter, a trustee-manager must immediately announce to the Exchange the following events:​
(a)​any change or proposed change in the general character or nature of the business trust; ​
(b)​any change or proposed change of the trustee-manager;​
(c)​any change or proposed change in the control of the trustee-manager; ​
(d)​any change in the name of the trustee-manager;​
(e) ​any change or proposed change in the rate of fee payable to the trustee-manager; ​
(f) ​any material modification to the deed;​ FAQ 9.26
(g)​any intention to terminate the business trust; and​
(h)​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 audited financial statements, giving an explanation of the deviation and the reconciliation of the deviation.​
(2)​For the purpose of subparagraph (1)(c) above, "change in the control" refers to a change in a person who is, or group of persons who together are entitled to exercise or control the exercise of more than 33% of the voting shares in the trustee-manager, and who is or are in the position to control -
​ ​
(a)​at least one half of the membership of the board of directors of the trustee-manager; or​
(b)​at least one third of the membership of the board of directors of the trustee-manager, including the chief executive.​
9.54 Quarterly reports of a business trust  
(1) ​A trustee-manager must announce to the Exchange an interim financial report of the business trust for each of the first 3 quarters of its financial year ("BT Quarterly Report") as soon as the figures have been approved by the board of directors of the trustee-manager, and in any event, not later than 2 months after the quarter ends. ​
(2) ​The trustee-manager must include in the BT Quarterly Report - ​
(a) ​the information set out in Part C of Appendix 9B; and
(b)​any other information as may be required by the Exchange.
9.55Annual reports of a business trust
(1)​A trustee-manager must also issue annual reports that include annual audited financial statements together with the report of the auditor of the business trust and report of the directors of the trustee-manager, and forward them to the Exchange and unit holders within 2 months after the end of the financial year of the business trust as required under the CMSA.​
(2) ​A trustee-manager must ensure that the contents of the annual reports of the business trust include the information set out in Part C of Appendix 9C.​

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Appendix 9A
Appendix 9B
Appendix 9C
Appendix 9D
Appendix 9E