Past version: Effective from 01 Jan 2011 to 31 Jan 2011
In addition to Rule 703, an issuer must immediately announce the following:
General
(1) Any change of address of the registered office of the issuer or of any office at which the Register of Members or any other register of securities of the issuer is kept.
(2) Any proposed alteration to the Memorandum of Association or Articles of Association or Constitution of the issuer.
(3) Any notice of substantial shareholders' and directors' interests in the issuer's securities or changes thereof received by the issuer. Such notice must contain the particulars set out in Appendix 7B.
Refer to Appendix 7B — Notice of Substantial Shareholders' and Directors' Interests and Changes in Interests.
Refer to Appendix 7B — Notice of Substantial Shareholders' and Directors' Interests and Changes in Interests.
(4) Any qualification or emphasis of a matter by the auditors on the financial statements of:
(a) the issuer; or
(b) any of the issuer's subsidiaries or associated companies, if the qualification or emphasis of a matter has a material impact on the issuer's consolidated accounts or the group's financial position.
(5) If an issuer has previously announced its preliminary full-year results, any material adjustments to its preliminary full-year results made subsequently by auditors.
Appointment Or Resignation
(6) Any appointment or resignation of any director, chief executive officer, general manager or other executive officer of equivalent rank, company secretary, registrar or auditors of the issuer. The announcement of an appointment of any director, chief executive officer, general manager or other executive officer of equivalent rank must contain the following details:
(a) name, age and country of principal residence;
(b) whether appointment is executive, and if so, the area of responsibility;
(c) working experience and occupations during the past 10 years;
(d) other directorships, past (for the last 5 years) and present;
(e) shareholding in the issuer and its subsidiaries;
(f) family relationship with any director and/or substantial shareholder of the issuer or of any of its principal subsidiaries;
(g) whether the appointee has any conflict of interests;
(h) the information required in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005; and
(i) information on whether the person has prior experience (and what) or, if the director has no prior experience as a director of a listed company, whether the person has undertaken training in the roles and responsibilities of a director of a listed company. (Applicable only to the appointment of directors).
(7) Any appointment or reappointment of a director to the audit committee. The issuer must state in the announcement whether the board considers the director to be independent. The issuer must also provide such additional disclosure as may be appropriate in the circumstances to enable its shareholders to assess the independence or otherwise of the appointed director. In the event of any retirement or resignation which renders the audit committee unable to meet the minimum number (not less than three) the issuer should endeavour to fill the vacancy within two months, but in any case not later than three months.
(8) Any appointment of a person who is a relative of a director or chief executive officer or substantial shareholder of the issuer to a managerial position in the issuer or any of its principal subsidiaries. The announcement must state the job title, duties and responsibilities of the appointee, and the information required in Rule 704(6)(a), (c), (e), (f), (g) and (h).
(9) Any promotion of an appointee referred to in Rule 704(8).
(10) Within two months after each financial year, the issuer must make an announcement in the format in Appendix 7C of each person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer. If there are no such persons, the issuer must make an appropriate negative statement. The Exchange may require the issuer to provide additional information on any such person, including his remuneration, any changes to his duties, responsibilities and remuneration package.
Refer to Appendix 7C — Appointment of a Relative of a Director, Chief Executive Officer or Substantial Shareholder of an Issuer to a Managerial Position in the Issuer or any of its Principal Subsidiaries.
Refer to Appendix 7C — Appointment of a Relative of a Director, Chief Executive Officer or Substantial Shareholder of an Issuer to a Managerial Position in the Issuer or any of its Principal Subsidiaries.
Appointment of Special Auditors
(11) The Exchange may require an issuer to appoint a special auditor to review or investigate the issuer's affairs and report its findings to the Exchange, or the issuer's sponsor, or the issuer's Audit Committee or such other party as the Exchange may direct. The issuer may be required by the Exchange to immediately announce the requirement, together with such other information as the Exchange directs. The issuer may be required by the Exchange to announce the findings of the special auditors.
General Meetings
(12) The date, time and place of any general meeting. All notices convening meetings must be provided to the Exchange and sent to shareholders at least 10 market days before the meeting (for meetings to pass special resolution, at least 15 market days).
(13) All resolutions put to a general meeting of an issuer, and immediately after such meeting, whether or not the resolutions were passed.
Acquisitions and Realisations
(14) Any acquisition of:
(a) shares resulting in the issuer holding 10% or more of the total number of issued shares excluding treasury shares, of a quoted company;
(b) except for an issuer which is a bank, finance company, securities dealing company or approved financial institution, quoted securities resulting in the issuer's aggregate cost of investment exceeding each multiple of 5% of the issuer's latest audited consolidated net tangible assets. The announcement must state:
(i) the aggregate cost of the issuer's quoted investments before and after the acquisition, and such amounts as a percentage of the latest audited consolidated net tangible assets of the issuer;
(ii) the total market value of its quoted investments before and after the acquisition; and
(iii) the amount of any provision for diminution in value of investments;
(c) shares resulting in a company becoming a subsidiary or an associated company of the issuer (providing the information required by Rule 1010(3) and (5)); and
(d) shares resulting in the issuer increasing its shareholding in a subsidiary or an associated company (providing the information required by Rule 1010(3) and (5)).
(15) Any sale of:
(a) shares resulting in the issuer holding less than 10% of the total number of issued shares excluding treasury shares, of a quoted company;
(b) except for an issuer which is a bank, a finance company, a securities dealing company or an approved financial institution, quoted securities resulting in the issuer's aggregate cost of investment in quoted securities falling below each multiple of 5% of the issuer's latest audited consolidated net tangible assets. The announcement must contain the same information as required under Rule 704(14)(b)(i) to (iii), relating to a sale instead of an acquisition;
(c) shares resulting in a company ceasing to be a subsidiary or an associated company of the issuer (providing the information required by Rule 1010(3) and (5)); and
(d) shares resulting in the issuer reducing its shareholding in a subsidiary or an associated company (providing the information required by Rule 1010(3) and (5)).
(16) Any acquisition or disposal of shares or other assets which is required to be announced under Chapter 10.
Winding Up, Judicial Management, etc
(17) Any application filed with a court to wind up the issuer or any of its subsidiaries, or to place the issuer or any of its subsidiaries under judicial management.
(18) The appointment of a receiver, judicial manager or liquidator of the issuer or any of its subsidiaries.
(19) Any breach of any loan covenants or any notice received from principal bankers or from the trustee of any debenture holders to demand repayment of loans granted to the issuer or any of its subsidiaries which, in the opinion of the issuer's directors, would result in the issuer facing a cash flow problem.
(20) Where Rule 704(17), (18) or (19) applies, a monthly update must be announced regarding the issuer's financial situation, including:
(a) the state of any negotiations between the issuer and its principal bankers or trustee; and
(b) the issuer's future direction, or other material development that may have a significant impact on the issuer's financial position.
If any material development occurs between the monthly updates, it must be announced immediately.
Announcement of Results, Dividends, etc
(21) Any recommendation or declaration of a dividend (including a bonus or special dividend, if any), the rate and amount per share and date of payment. If dividends are not taxable in the hands of shareholders, this must be stated in the announcement and in the dividend advice to shareholders. If there is a material variation in the interim or final dividend rate compared to that for the previous corresponding period, the directors must state the reasons for the variation at the time the dividend is recommended or declared. If the directors decide not to declare or recommend a dividend, this must be announced.
(22) After the end of each of the first three quarters of its financial year, half year or financial year, as the case may be, an issuer must not announce any:
(a) dividend;
(b) capitalisation or rights issue;
(c) closing of the books;
(d) capital return;
(e) passing of a dividend; or
(f) sales or turnover
unless it is accompanied by the results of the quarter, half year or financial year, as the case may be, or the results have been announced.
Books Closure
(23) Any intention to fix a books closure date, stating the date, reason and address of the share registry at which the relevant documents will be accepted for registration. At least 10 market days of notice (excluding the date of announcement and the books closure date) must be given for any books closure date. Issuers could consider a longer notice period, where necessary. Subject to the provisions of the Companies Act, the Exchange may agree to a shorter books closure period. In fixing a books closure date, an issuer must ensure that the last day of trading on a cum basis falls at least 1 day after the general meeting, if a general meeting is required to be held.
(24) The issuer must not close its books for any purpose until at least 8 market days after the last day of the previous books closure period. This rule does not prohibit identical books closure dates for different purposes.
Sponsorship
(25) If its sponsor will cease, or ceases to sponsor it for any reason, stating the reasons and effective date of such cessation.
(26) Any confirmation made by the sponsor pursuant to Rule 228(5) upon receipt of such confirmation.
(27) The appointment of a new sponsor.
Use of Proceeds
(28) Any significant disbursements of the 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.
Treasury Shares
(29) Any sale, transfer, cancellation and/or use of treasury shares stating the following:
(a) date of the sale, transfer, cancellation and/or use;
(b) purpose of such sale, transfer, cancellation and/or use;
(c) number of treasury shares sold, transferred, cancelled and/or used;
(d) number of shares before and after such sale, transfer, cancellation and/or use;
(e) percentage of the number of treasury shares against the total number of shares outstanding in a class that is listed before and after such sale, transfer, cancellation and/or use; and
(f) value of the treasury shares if they are used for a sale or transfer, or cancelled.
Employee Share Option Scheme
(30) Any grant of options. The announcement must be made on the date of the offer and provide details of the grant, including the following:
(a) date of grant;
(b) exercise price of options granted;
(c) number of options granted;
(d) market price of its securities on the date of grant;
(e) number of options granted to directors and controlling shareholders (and their associates), if any; and
(f) validity period of the options.
Amended on 1 January 20111 January 2011.