1204
The annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its principal subsidiaries, including at least the following:
General Information
(1) The name of the company's secretary.
(2) The address, telephone number, facsimile number and electronic mail address (if any) of the registered office.
(3) The address of each office at which a register of securities is kept.
(4)
(a) A review, in as much detail as appropriate, of the operating and financial performance of the issuer and its principal subsidiaries in the last financial year.
(b) The review must include each of the following:
(i) Any development subsequent to the release of the issuer's preliminary financial statement, which would materially affect the issuer's operating and financial performance.
(ii) An analysis of the business outlook.
(iii) Prospectus-type information relating to the background of directors and key management staff.
(iv) Prospectus-type information relating to risk management policies and processes.
(c) Issuers are encouraged (but not required) to follow the OFR Guide when preparing their reviews.
(5)
(a) The annual audited accounts (consolidated).
(b) The audited balance sheet (unconsolidated) of the issuer.
(c) The cashflow statement (consolidated).
(d) A statement whether or not the financial statements are prepared in accordance with the prescribed accounting standards and audited in accordance with the prescribed auditing standards, each as prescribed under Rule 709A.
(e) Disclosure of the nature and financial effect of, and justification for any deviation from the prescribed accounting standards, together with the auditors' confirmation of their agreement to the deviation and a statement by the auditors that the deviation is necessary to present "true and fair" financial statements.
(f) A status report on the use of proceeds raised from the initial public offer and additional issue of securities. Where the use of proceeds materially deviates from the proposed use previously disclosed, the issuer must state the reasons for the deviation.
(6)
(a) The aggregate amount of fees paid to auditors, broken down into audit and non-audit services. If there are no audit or non-audit fees paid, to make an appropriate negative statement.
(b) Confirmation by the audit committee that it has undertaken a review of all non-audit services provided by the auditors and they would not, in the audit committee's opinion, affect the independence of the auditors.
(7) A statement (as at the 21st day after the end of the financial year) showing the direct and deemed interests of each director of the issuer in the issuer's shares and convertible securities.
(8) Particulars of material contracts of the issuer and its subsidiaries involving the interests of the chief executive officer, each director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year. In the case of a loan, also state:
(a) the names of the lender and the borrower;
(b) the relationship between the lender and the borrower and whether the director or controlling shareholder is the lender or borrower;
(c) the amount of the loan;
(d) the interest rate;
(e) the terms as to payment of interest and repayment of principal; and
(f) the security provided.
If no material contract has been entered into, make an appropriate negative statement.
(9) A statement (made up to a date not more than 1 month before the date of the notice of the annual general meeting or summary financial statement, whichever is earlier) indicating the date of such statement and setting out:
(a) the number of holders of each class of equity securities and the voting rights attaching to each class;
(b) a distribution schedule of each class of equity securities (including convertible securities) other than share options referred to in Rule 1204(16), setting out the number of holders in the following categories:
| 1 | - | 99 |
| 100 | - | 1,000 |
| 1,001 | - | 10,000 |
| 10,001 | - | 1,000,000 |
| 1,000,001 | and | Above |
(c) the names of the substantial shareholders and a breakdown of their direct and deemed interests as shown in the company's Register of Substantial Shareholders. For deemed interests, the issuer must disclose how such interests are held or derived;
(d) for each class of equity securities, the names of the 20 largest holders and the number held;
(e) the percentage of shareholding held in the hands of public and confirmation that Rule 723 is complied with;
(f) the number of treasury shares held;
(g) the number of subsidiary holdings held; and
(h) the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed.
(10) The board must comment on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. A statement on whether the audit committee concurs with the board's comment must also be provided. Where material weaknesses are identified by the board or audit committee, they must be disclosed together with the steps taken to address them.
(10A) The relationship between the chairman and chief executive officer of the issuer must be disclosed if they are immediate family members.
(10B) All directors, including their designations (i.e. independent, non-executive, executive, etc.) and roles (as members or chairmen of boards or board committees), must be identified in the annual report.
(10C) Audit committee's comment on whether the internal audit function is independent, effective and adequately resourced.
(10D) The names, amounts and breakdown of remuneration paid to each individual director and the chief executive officer by the issuer and its subsidiaries. Such breakdown must include (in percentage terms) base or fixed salary, variable or performance-related income or bonuses, benefits in kind, stock options granted, share-based incentives and awards, and other long-term incentives.
Land and Buildings
(11) In respect of land and buildings, a breakdown of the value in terms of freehold and leasehold. Where properties have been revalued, to state the portion of the aggregate value of land and buildings that is based on valuation, and to state the valuation date. The valuation of real property must be carried out by a property valuer in accordance with the property valuation standards. Where the aggregate value for all properties for development, sale or for investment purposes held by the group represent more than 15% of the value of the consolidated net tangible assets, or contribute more than 15% of the consolidated pre-tax operating profit, the issuer must disclose the following information as a note to the financial statements:
(a) In the case of property held for development and/or sale:
(i) a brief description and the location of the property;
(ii) if in the course of construction, the stage of completion as at the date of the annual report and the expected completion date;
(iii) the existing use (e.g. shops, offices, factories, residential, etc);
(iv) the site and gross floor area of the property; and
(v) the percentage interest in the property.
(b) In the case of property held for investment:
(i) a brief description and the location of the property;
(ii) the existing use (e.g. shops, offices, factories, residential, etc); and
(iii) whether the property is leasehold or freehold. If leasehold, state the unexpired term of the lease.
Provided that if, in the opinion of the directors of the issuer, the number of such properties is such that compliance with this rule would result in particulars of excessive length being given, compliance is required only for properties, which in the opinion of the directors, are material.
[Deleted]
(12) [Deleted]
(13) [Deleted]
(14) [Deleted]
(15) [Deleted]
Employee Share Option Scheme
(16) The information required by Rule 851 in respect of any employee share option (or share incentive) scheme.
Interested Person Transactions
(17) The information required by Rule 907 in respect of any interested person transactions entered into during the financial year.
(18) The information required by Rule 710.
Whistleblowing Policy
(18A) A statement that the issuer has put in place a whistleblowing policy which sets out the procedures for a whistleblower to make a report to the issuer on misconduct or wrongdoing relating to the issuer and its officers.
(18B) An explanation of how the issuer has complied with the following: —
(a) the issuer has designated an independent function to investigate whistleblowing reports made in good faith;
(b) the issuer ensures that the identity of the whistleblower is kept confidential;
(c) the issuer discloses its commitment to ensure protection of the whistleblower against detrimental or unfair treatment; and
(d) the Audit Committee is responsible for oversight and monitoring of whistleblowing.
Dealings in Securities
(19) A statement whether and how the issuer has complied with the following best practices on dealings in securities:
(a) A listed issuer should devise and adopt its own internal compliance code to provide guidance to its officers with regard to dealing by the listed issuer and its officer in its securities;
(b) An officer should not deal in his company's securities on short-term considerations; and
(c) A listed issuer and its officers should not deal in the listed issuer's securities during the period commencing two weeks before the announcement of the company's financial statements for each of the first three quarters of its financial year and one month before the announcement of the company's full year financial statements (if the issuer announces its quarterly financial statements, whether required by the Exchange or otherwise), or one month before the announcement of the company's half year and full year financial statements (if the issuer does not announce its quarterly financial statements).
Sponsorship
(20) Include on the front cover the statement required by Rule 753(2).
(21) The amount of non-sponsor fees paid to the sponsor. If none, make an appropriate negative statement.
Use of Proceeds
(22) If applicable, a status report on the use of IPO proceeds and any proceeds arising from any offerings pursuant to Chapter 8 and whether the use of proceeds is in accordance with the stated use and is in accordance with the percentage allocated in the offer document or the announcement of the issuer. Where the proceeds are used for general working capital purposes, the issuer must announce a breakdown with specific details on the use of proceeds for working capital. Where there is any material deviation from the stated use of proceeds, the issuer must also announce the reasons for such deviation.
Mineral, Oil and Gas Activities
(23) In the case of mineral, oil and gas companies, a summary of reserves and resources as at the end of the issuer's financial year as set out in Appendix 7D. The issuer must comply with Rule 704(35)(a) if there are material changes to its reserves and resources.
Amended on 1 February 20111 February 2011, 29 September 201129 September 2011, 29 September 201129 September 2011, 27 September 201327 September 2013 19 January 201519 January 2015, 20 July 201620 July 2016, 31 March 201731 March 2017, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 7 February 20207 February 2020, 12 February 2021, 1 January 2022 and 11 January 2023.