INTERNAL CORPORATE DISCLOSURE POLICIES AND PROCEDURES

1.0 INTRODUCTION

1.1 With reference to the Corporate Disclosure Guide issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) on 22 September 2011, the listed issuers is encouraged to set out its internal Corporate Disclosure Policies and Procedures (“CDPP”) to provide accurate, clear, timely and comprehensive disclosure of material information pertaining to the Company’s performance and operations to the shareholders, stakeholders, analysts, journalists, investing public or other persons in conformity with any all relevant legal and requirements and ensuring equal access to such information to avoid an individual or selective disclosure.

1.2 This Disclosure Policy applies to all Directors, management, officers and employees of the Company and its subsidiaries. It outlines the Company’ approach toward the determination and dissemination of material information especially price sensitive information, the circumstances under which the confidentiality of the information will be maintained, restrictions on insider trading and the duties and responsibilities of Corporate Disclosure Officer and Authorised Spokepersons of the Company to ensure that material information disclosed by the Company is accurate, timely and complete.

2.0 RESPONSIBILITY

2.1 The Board of Directors of the Company shall be ultimately responsible for ensuring the effectiveness of this CDPP for the disclosure of material information.
2.2 The Corporate Disclosure Officer is responsible for the implementation of this CDPP.
2.3 All Department Heads are responsible to forward the relevant and material information to the Company on a timely basis for the preparation of the disclosure.

3.0 SCOPE OF CDPP

3.1 This CDPP covers the following areas:-
(a) Disclosure of Material Information
(b) Corporate Disclosure Officer
(c) Company’s Spokesperson
(d) Responsibilities and procedures for disclosure of material information
(e) Preparation of Announcement
(f) Enforcement
(g) Information Technology
(h) Review

(A) DISCLOSURE OF MATERIAL INFORMATION

The Company shall disclose all information requiring disclosure under the Listing Requirements (“LR”) of Bursa Securities. This section covers the following areas:-
(a) Immediate disclosure requirement
(b) Withholding of disclosure
(c) Disclosure through public dissemination
(d) Clarification, confirmation or denial of rumours or reports
(e) Response to unusual market activity
(f) Insider trading
(g) Unauthorised disclosure of information

A(a). Immediate disclosure requirement

i. Material information is any information about the Company and its subsidiaries which are reasonably expected to have a material effect on:-
(a) the market price, value or market activity of the Company’s securities; and
(b) the decision of a holder of securities or an investor in determining his choice of action.

ii. The Company shall make immediate public disclosure of any material information. The material information should be disclosed immediately upon that information becoming known to the management of the Company. All department heads are required to provide relevant and material information to the Company Secretary for preparation of the requisite disclosure.

iii. Material information may include information which:-
(a) Concern the Company’s property, business, financial condition or prospects;
(b) Relates dealings with employees, suppliers, customers and others;
(c) Relates to an event affecting the present or potential dilution of the rights of interests of the Company’s securities;
(d) Relates to any event materially affecting the size of the public holding of the Company’s securities;

iv. Materiality can be very subjective and the Company will take the approach of assessing the likely effect of the information on the price scope of activities and financial position or performance of the Company’s securities, in addition to whether the circumstances or events are measurable and trigger the materiality thresholds in the percentage ratio calculation method as set out in the LR of Bursa Securities

v. Paragraph 9.04 of LR set out some examples of events which may require immediate disclosure (The list is not exhaustive and the Company has to exercise its own judgement in making materiality determination). The Group must immediately announce to Bursa Securities the events as set out in Paragraph 9.19 of the LR of Bursa Securities and as amended from time to time.

A(b). Withholding of disclosure

i. The Company will only withhold material information from the public for legitimate business purpose. These include:-
(a) When immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives;
(b) When the facts are in a state of flux and a more appropriate moment for disclosure is imminent; and
(c) Where the company or securities laws restrict such disclosure.

ii. The Company shall ensure that the strictest confidentiality is maintained whenever material information is being temporarily withheld.

iii. The procedures to maintain the confidentiality of material information that has yet to be made generally available are:-
(a) Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need-to-know” that information in the necessary course of business.
(b) Transmission of documents by electronic means shall be made only where it can be made and received under secure conditions.
(c) If and when the information is disclosed in the necessary course of business, recipients of such information will be made aware of the need to keep the information confidential inside and outside the Company.
(d) The Company may procure confidentiality agreements or undertakings from the Company’s advisers, auditors, lawyers, etc, if needed to ensure protection of the confidentiality.