(1) Where an interested person has an interest in any entity or group carrying on the same business or dealing in similar products as the issuer or its group, the issuer must, in the prospectus, offering memorandum or introductory document, disclose:

(a) the name of that entity or in a case of a group, the immediate holding entity of that group;

(b) a description of the business of that entity or group;

(c) the name of the interested person involved;

(d) the nature and extent of his or her interest in that entity or group, and the extent to which he or she is involved in the management of that entity or group either directly or indirectly; and

(e) a description of the conflicts of interest thereby arising.

(2) An issuer (other than a REIT or business trust) must, in the prospectus, offering memorandum or introductory document, disclose the measures (if any) to resolve or mitigate such conflicts. Where any conflict of interest is not resolved or mitigated, the disclosure in the prospectus, offering memorandum or introductory document must include the reasons why such conflict is not resolved or mitigated.

(3) An issuer that is a REIT or business trust must resolve or mitigate conflicts of interest prior to listing as set out in paragraph 3 of Practice Note 4.1. Such issuer must, in the prospectus, offering memorandum or introductory document, disclose such conflicts and the measures to resolve or mitigate such conflicts.

Amended on 7 February 2020 and 29 October 2025.

Amended on 29 September 2011 and deleted on 29 October 2025.

If a transaction is, or is proposed to be, entered into between the entity at risk and an interested person, and such transaction is expected to continue after listing, the prospectus, offering memorandum or introductory document must include:

(1) for real estate investment trusts: the disclosures for “interested party transactions” as required by the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005; and

(2) for other issuers: the disclosures for “interested person transactions” as required by the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Added on 29 October 2025.

For the purposes of this Part (including the disclosure requirements referred to in Rule 224A), “entity at risk”, “interested person” and “transaction” have the meanings given to them in Rule 904.

Added on 29 October 2025.