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Prospectus Guidelines

Revised Edition: 1 April 2003 Effective Date: 1 May 2003

Prospectus Guidelines

MAIN TABLE OF CONTENTS Contents Public Offering Guidelines Abdriged Prospectus Supplementary Prospectus Guidelines

Prospectus Guidelines

- Public Offerings

Revised Edition: 1 April 2003 Effective Date: 1 May 2003

TABLE OF CONTENTS Chapter 1 Contents General I General II Procedures III Statutory Requirements Cover Page Inside Cover / First Page I Responsibility Statements II Statements of Disclaimer Time Table / Definitions / Table of Contents / Corporate Directory I Indicative Timetable II Definitions III Table of Contents IV Corporate Directory Information Summary / Investor Warning I Information Summary II Investor Warning Details of Public Offering Risk Factors Information about Corporation and Group Information on Shareholders / Directors / Key Management Approvals and Conditions Related-Party Transactions / Conflict of Interests Other Information Concerning the Corporation / Group Financial Information I General II Historical Financial Information III Future Financial Information IV Proforma Consolidated Balance Sheet and Reporting Accountants'/Auditors' Letter

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TABLE OF CONTENTS Chapter 14 Contents Accountants' Report I Preamble and Conclusion II Contents III Purchase of any Business IV Acquisition of another Corporation Valuation Certificate I General II Valuation Certificate III Contents of Valuation Certificate Experts' Reports Directors' Report Additional Information Consents Documents Available for Inspection Specific Requirements for Infrastructure Project Companies Specific Requirements for Acquisition of Foreign Securities and Assets Additional Requirements for the Offering of Debentures I Offering of Debentures pursuant to Subregulations 6(1)(i) and 6(2)(b) of the Securities Commission (Shelf Registration Scheme for Debentures) Regulations 2000 (SRS) II Offering of Debentures pursuant to Guidelines on the Offering of Asset-Backed Debt Securities (ABS Guidelines) Specific Requirements for Call Warrants I General II Cover Page III Expert Statements/Reports IV Information on the Issuer V Information on the Terms and Conditions of the Derivative Products VI Risk Factors VII Information on the Underlying Securities

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TABLE OF CONTENTS Chapter 25 26 Contents Application for Securities Prospectus Registration

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CHAPTER 1: I 1. General

GENERAL

These Guidelines provide the requirements as to the information that the Securities Commission (SC) considers necessary for inclusion in a public offering prospectus. These guidelines are general in nature but shall not be viewed as the sole criteria for disclosure in public offering prospectuses. Any of the persons set out in Section 45 of the Securities Commission Act 1993, e.g. directors, promoters and advisers, have the primary obligation in relation to the content of public offering prospectuses and they shall ensure that any or all such information necessary for an assessment of the securities offered by the prospectus is disclosed. These prospectus guidelines supercede the SC's previous Guidelines on Contents of Prospectus for Debentures in relation to offering of debentures.

2.

Save for the requirements as set-out in Chapters 14 and 17, the cut-off date for information to be disclosed in the prospectus shall be as at the latest practicable date1 available prior to the issue of the prospectus. Preparers of prospectus herein are advised to strictly observe any significant changes and new matters arising affecting the content of the prospectus and the need to update the prospectus via a supplementary prospectus.

3.

The prospectus 2 shall be legible and appear in type size of not less than eight- point Times. All pages in the prospectus must be numbered and any blank or partly blank pages shall contain a statement that the page has been intentionally left blank.

1

`Latest practicable date' is a date whereby the information disclosed shall remain relevant and current as at the date of issue of the prospectus. `Prospectus' is defined in Section 35 of the Securities Commission Act 1993.

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4.

A notice/advertisement published in respect of a prospectus shall state the following:(a) (b) (c) (d) That the prospectus in relation to the public offering has been registered; The date of the prospectus; Where a copy of the prospectus can be obtained; That any issue of securities to which the prospectus relates will only be made on receipt of a form of application referred to in and accompanying a copy of the prospectus; (e) (f) (g) (h) (i) (j) (k) Brief details of the public offering; Brief details of the corporation's incorporation and share capital; Brief details of the principal activity(ies) of the corporation; Details of the Board of Directors; Name of the adviser, managing underwriter and underwriters; Opening and closing time of the application; and Listing sought.

5.

All reports and letters, i.e. Reporting Accountants' report and letters, Directors' report, Valuation Certificate and other experts' report, contained in the registrable copy (printer's proof) of the prospectus, shall be of original or certified true copies and shall be dated and signed.

6.

The SC may require disclosure of such additional information as may be considered appropriate in any particular case.

7.

The prospectus must disclose the period during which the public offering of securities shall remain open after the publication of the prospectus which is inclusive of the date of issue of the prospectus and which shall be for a reasonable period.

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II 8.

Procedures The corporation shall provide to the SC three (3) copies of the draft public offering prospectus together with a completed compliance schedule. The draft public offering prospectus shall be submitted to the SC independent of the application under Section 32 of the Securities Commission Act 1993.

9.

The SC will not commence examination of a draft public offering prospectus unless the prospectus is in its final/complete form materials/documents.

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and is accompanied by all the relevant

Notwithstanding the above, the SC reserves the right to

return the draft public offering prospectus without further examination if, in the opinion of the SC, the standards of disclosure in the said draft are found to be wanting. 10. Where a draft has been amended, a like number of further copies shall be submitted to the SC for review. All amendments (including additions and deletions) have to be clearly highlighted, preferably marked in the margin. If the applicant has not highlighted the change(s) or it is found, from perusal, that the corporation has failed to highlight the change(s), the draft of the prospectus would be returned to the applicant without further examination. 11. The registrable copy of the prospectus shall be submitted to the SC at least three (3) clear market days prior to registration date. Should the registrable copy of the prospectus be submitted less than the above-mentioned prescribed period, there shall be no assurance of registration on the intended date.

3

`Final/complete form' means the form and context of its contents or in which it appears can be properly ascertained (including all relevant reports).

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12.

A corporation approved for listing and quotation on the Kuala Lumpur Stock Exchange is required to publish an advertisement of the prospectus or its summary in a widely-circulated Bahasa Malaysia newspaper and English newspaper. An applicant seeking listing of its securities on the Main Board must publish in full its prospectus and application forms in a widely -circulated Bahasa Malaysia newspaper and English newspaper. An applicant seeking listing of its securities on the Second Board or Mesdaq Market must publish a summary of its prospectus in a widely -circulated Bahasa Malaysia newspaper and English newspaper.

III 13.

Statutory Requirements If the prospectus contains statements or reports by experts, the date of each statement or report, and whether or not it was prepared for incorporation in the prospectus must be stated. The experts are required to provide written consents (before the issue of the prospectus) to the inclusion of statements or reports made by them or to statements in the prospectus based on statements or reports made by them. The prospectus must state that the expert has given his/her consent and has not subsequently withdrawn the consent.

14.

A prospectus, in addition to complying with the requirements of the Securities Commission Act 1993, must comply with the information set out herein.

15.

The prospectus must include all such information that investors and their professional advisers would reasonably require and reasonably expect to find in the prospectus, for the purpose of making an informed assessment of the following:(a) (b) (c) (d) Assets; Liabilities; Financial position; Profits and losses;

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(e) (f) (g)

Prospects; Rights attaching to the securities; and Merits of investing in the securities and the extent of the risk involved in doing so.

16.

In amplification of the requirements in the above paragraph, the information to be included must be such information which is within the knowledge of directors, promoters and principal adviser as well as stockbroker, sharebroker, underwriter, auditor, banker, advocate, valuer and other professional advisers/experts or any other persons named in the prospectus with their consents.

17.

In determining what information is required to be included in the prospectus, regard shall be had to the following:(a) (b) (c) The nature of the securities and business of the corporation; The persons likely to consider acquiring such securities; The fact that certain matters may reasonably be expected to be within the knowledge of professional advisers whom potential investors may reasonably expect to consult; and (d) Whether the persons to whom an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities is to be made are the holders of securities in the issuer and, if they are, to what extent (if any) relevant information has previously been given to them by the issuer under any law, any requirement of the rules or listing requirements of the stock exchange, if applicable, or otherwise.

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CHAPTER 2: 1.

COVER PAGE

The following particulars about the corporation:(a) (b) (c) (d) Full name of the corporation; Place of incorporation; Statute under which it was incorporated; and Registration number of the corporation.

2. 3.

The date of the prospectus. Details of the public offering, including:(a) (b) (c) Number, type and par/nominal value of securities being issued/offered; Price of securities being issued/offered; and Listing that is sought.

4. 5.

Name of the adviser/Lead Arranger and managing underwriter. Names of Trustee, Guarantors (if any) and rating(s) for the debentures to be issued, where applicable.

6.

The following statement, to appear in bold:"FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" COMMENCING ON PAGE [ ] HEREOF".

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CHAPTER 3:

INSIDE COVER / FIRST PAGE

There are certain types of information that are considered essential to identify the prospectus and the status of the prospectus. If not already disclosed on the front cover, the prospectus shall contain the following statements on the Inside Cover or at the very least, on Page 1 ­ I 1. Responsibility Statements "This prospectus has been seen and approved by the directors and promoters of the corporation and/or the offeror and they collectively and individually accept full responsibility for the accuracy of the information contained herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no false or misleading statement or other facts the omission of which would make any statement herein false or misleading. The directors hereby accept full responsibility for the profit and/or cashflow estimate/forecast and/or projection(s) included in this prospectus and confirm that the profit and/or cashflow estimate/forecast and/or projection(s) have been prepared based on assumptions made." 2. "The [name of adviser/lead arranger], being the Adviser/Lead Arranger,

acknowledges that, based on all available information, and to the best of its knowledge and belief, this prospectus constitutes a full and true disclosure of all material facts concerning the public offering and is satisfied that any profit and/or cashflow estimate/forecast and/or projection(s) (for which the directors of the corporation are fully responsible), prepared for inclusion in the prospectus have been stated by the directors after due and careful enquiry and have been duly reviewed by the Reporting Accountants."

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II Statements of Disclaimer 3. "The Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange has approved the issue, offer or invitation in respect of the public offering and that the approval shall not be taken to indicate that the Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange recommends the public offering." "The Securities Commission shall not be liable for any non-disclosure on the part of the corporation and takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaim s any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY."

4. "The valuation approved or accepted by the Securities Commission shall only be utilised for the purpose of the corporate proposals submitted to and approved by the Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange, and shall not be construed as an endorsement by the Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange on the value of the subject assets for any other purposes". 5. "(Where applicable) the Kuala Lumpur Stock Exchange shall not be liable for any nondisclosure on the part of the corporation and takes no responsibility for the contents of this prospectus, makes no representation as to its correctness or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. Admission to the Official List is not to be taken as an indication of the merits of the invitation, corporation or of its securities."

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6.

"A copy of this prospectus has been registered with the Securities Commission. A copy of this prospectus, together with the form of application, has also been lodged with the Registrar of Companies who takes no responsibility for its contents."

7.

In relation to companies listing on the MESDAQ Market, the following statement shall be included:"Characteristics of the MESDAQ Market of Kuala Lumpur Stock Exchange Investors should be aware that MESDAQ is a distinct market from the Main and Second Boards in many respects. In particular, companies listed on MESDAQ are subject to different quantitative and qualitative requirements, which have been primarily designed to accommodate high-growth and/or technology companies. Companies that are listed on MESDAQ may not have an operating history or any profit track record prior to listing. As such, whilst potential investment returns may be relatively high, companies listed on MESDAQ may be of higher investment risk. The regulatory philosophy underlying the MESDAQ Market is that the market should be allowed to determine the merits of the securities/instruments in a particular company. Hence, as with all investments, prospective investors should be aware of all potential risks in investing in such companies and should make the decision to invest after due and careful consideration by referring to, amongst others, the prospectus, latest financial statements and corporate announcements. In this respect, advice from a securities professional/adviser is strongly recommended."

8.

Securities listed on the Kuala Lumpur Stock Exchange are offered to the public premised on full and accurate disclosure of all material information concerning the issue for which any of the persons set out in Section 45 of the Securities Commission Act 1993, e.g. directors and advisers, are responsible.

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CHAPTER 4:

TIMETABLE / DEFINITIONS / TABLE OF CONTENTS / CORPORATE DIRECTORY

The prospectus shall be properly structured, with the relevant sections and headings, for ease of reference and cross reference. I 1. 2. 3. Indicative Timetable The opening and closing dates of the public offering. The tentative listing date (day, month and year). The tentative dates of any special events in conjunction with the public offering, for example, the date for the balloting of applications (day, month and year). II 1. III 1. Definitions A glossary of abbreviations and technical terms shall be provided. Table of Contents There shall be a table of contents, listing all sections and subsections of the prospectus. IV Corporate Directory The prospectus shall contain details of persons connected with the public offering. 1. Names, nationalities, addresses and professions of all directors (including executive and non-executive directors) and to specify which are independent directors. 2. Names, designations and directorships of audit committee members.

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3. 4.

Names, addresses and membership numbers of company secretaries. Addresses and telephone numbers of the corporation's registered office,

head/management office, e-mail, website and transfer office (if different). 5. Names, addresses, telephone numbers and membership numbers of the following parties, where applicable:(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) 6. Auditors; Reporting Accountants; Solicitors; Valuers; Principal Bankers; Issuing House; Registrar; Adviser/Sponsor and Managing Underwriter; Underwriters. Rating agency; Trustee; Guarantor(s); Syariah Adviser; Paying Agent; Facility Agent; and Authorised Depository Institutions.

Names and addresses of expert(s) who prepared reports or excerpts or summaries thereof which are included or referred to in the prospectus.

7.

Name(s) of stock exchange(s) where securities are already listed and the listing sought in relation to the prospectus.

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CHAPTER 5: I 1.

INFORMATION SUMMARY / INVESTOR WARNING

Information Summary There must be Information Summary pages, near the front of the prospectus, which disclose summaries of the key information about the corporation/group.

2.

The Information Summary must include cross references to specific sections and pages of the body of the prospectus which contain full details about the respective matters.

3.

The list below is indicative of the minimum information necessary. consider important.

However,

corporations are encouraged to put any other information in the summaries that they

4.

There shall be information about the corporation/group, including (a) (b) (c) Background; Description of principal activities; and Description of group structure, including a diagrammatic illustration.

5.

There shall be disclosed the names, designations and the final direct and indirect shareholdings of promoters, substantial

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shareholders, directors, key management

of the corporation and key technical personnel, as the case may be.

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For purposes of this guideline, `substantial shareholder' is a person who has an interest or interests in one or more voting shares in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than 5% of the aggregate of the nominal amounts of all the voting shares in the corporation. `Interest in shares' shall have the meaning given in Section 6A of the Companies Act 1965.

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6.

In the case of a corporation the core business of which has significant processes involving high technology, intellectual property, franchises and licences, or which has assets comprising high technology, intellectual property, licences and research and development activities, there shall be a summary of the description of the technology used or to be used; description of intellectual property rights, both owned and licensed; and, if licensed, to state the identity of the licensor and the relationship between the corporation/group and the licensor, and provide a summary of the salient terms of the licence agreement.

7.

Where applicable, there shall be a table of the income statement of the corporation/group (proforma or actual) for the past 5 financial years and for the latest audited accounts. The table shall include, at the minimum, the following:(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Revenue; Results of operating activities, including finance costs, research and development expense, depreciation, preliminary expenses etc.; EBIDTA ­ earnings before interest, depreciation, taxation and amortisation; Exceptional items; Share of profits and losses of associated corporations and joint ventures; Profit/loss before tax; Tax expense; Profit/loss from ordinary activities; Extraordinary items; Minority interest; Net profit/loss; and Basic and diluted earnings per share (to be computed based on approved accounting standards).

8.

The table must be accompanied by separate details of any exceptional or extraordinary items which have been included in the financial figures and which are material or shall be considered in assessing profitability trends. investors to assess normalised trends in profitability). (This will enable

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9.

There shall also be a summary of the balance sheet of the corporation/group (proforma or actual) as at the last date to which the accounts were made up.

10.

There shall also be included in the summary information a proforma summary of the balance sheet of the corporation/group as at either the date of the last financial year or the more recent date, adjusted to account for receipt of the proceeds of the proposed public offering and reflecting the proposed utilisation of funds as well as the financial effect of any restructurings or acquisitions conducted in connection with the proposed public offering with details of such adjustments or an appropriate negative statement.

11.

If the corporation's or its subsidiaries' audited financial statements for the past 5 financial years have been subjected to any auditor's qualifications, then a summary of the qualification shall be disclosed.

12.

There shall also be a summary of the material risk factors specific to the corporation/group corporation/group. and to the industry or industries relevant to the

13.

Where applicable , the highlights of the estimate/forecast/projected profits and/or cashflows shall be presented, including estimated/forecast/projected net earnings per share, prospective price-earnings multiple and estimated/forecast/projected gross dividend rate, prospective gross dividend yield and net dividend cover.

14.

There shall be disclosed the proforma net tangible assets and net tangible assets per share (and the corresponding par/nominal value) after the proposed public offering.

15.

There shall be disclosed a summary of the principal statistics of the public offering in respect of the following:(a) (b) (c) Authorised capital; Issued and paid-up capital including the par/nominal value of the securities; Classes of securities and rights;

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(d) (e) 16.

Type and number of securities to be issued/offered; and Price of securities to be issued/offered.

There shall be included a table disclosing how the proceeds of the public offering and any other funds raised in connection with the public offering will be utilised.

17.

There shall be disclosed a summary of all material litigations, commitments, indebtedness and contingent liabilities of the corporation/group.

II 18.

Investor Warning There must be a warning in bold at the front of the Information Summary advising investors that the Information Summary is only a summary of the salient information about the corporation/group and that investors shall read and understand the whole prospectus prior to deciding whether to invest.

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CHAPTER 6: 1.

DETAILS OF PUBLIC OFFERING

The prospectus shall disclose the following:(a) Where a prospectus states or implies that an application has been or will be made for permission for the securities offered to be listed for quotation on the official list of a stock exchange or other similar exchange outside Malaysia, any allotment made on an application to subscribe for securities in pursuance to the prospectus shall be void if the permission is not applied for in the form for the time being required by the stock exchange before the third day on which the exchange is open after the date of issue of the prospectus or the permission is not granted before the expiration of six weeks from the date of issue of the prospectus or such longer period as may be specified by the SC, provided that the applicant is notified by or on behalf of the exchange within the six (6) weeks or such longer period as may be specified by the SC; and (b) Where permission has not been applied for, or has not been granted by the exchange as mentioned above, the corporation shall forthwith repay without interest all monies received from the applicant.

2.

The prospectus shall set out the critical dates for the public offering, including:(a) (b) (c) (d) Opening and closing dates of the issue and/or offer; Tentative dates of any special events, for example, date for the balloting of applications (day, month and year); Tentative date for allotment of securities (day, month and year); and Tentative date of listing (day, month and year).

3. 4.

The purpose of the public offering shall be clearly explained. The prospectus shall contain full details of:(a) (b) The number and type of securities to be issued/offered; Classes of securities and rights attaching to the securities regarding voting, dividends, liquidation and any special rights;

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(c) (d) (e)

The number and type of securities proposed to be issued/offered to different groups of investors; Where there is or is to be more than one class of securities of the corporation in issue, like particulars shall be given for each additional class; If, in conjunction with the public offering, securities of the same or another class are sold or subscribed privately, the nature of such sale or subscription and the number and characteristics of the issue concerned; and

(f)

Terms and conditions of the debentures (i) (ii) (iii) (iv) (v)

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which is the subject matter of the

prospectus including, where applicable, the following:Type and nominal amount of debentures* ; Ranking of debentures; Issue price; Interest/coupon/profit rate; Minimum subscription required of the debentures in order to satisfy the objectives of the issue, offer or invitation (to include procedures for refund if this requirement is not met); (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) Tenor of the debentures; Form and denomination of debentures on issuance; Underwriting arrangements; Events of Default; Details of any security for the debentures; Rating assigned to debentures (together with a description of the rating), where applicable; Listing that is sought; Summary of rights conferred upon the holders of debentures; Governing law ­ any special legislation under which the debentures have been created and the choice of jurisdiction in the event of litigation; (xv) (xvi)

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Repayment terms and frequency of interest/profit payments; Syariah principle and concept adopted (for Islamic debentures);

`Debenture' is defined in Section 2 of the Securities Commission Act 1993.

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(xvii) (xviii) *

Types of underlying assets of the transaction (for Islamic debentures); and Details of any sinking fund requirement. In the case of a shelf prospectus issued under a shelf registration scheme, this information shall be in relation to the maximum amount of debentures proposed to be issued, offered or invited during the validity/effective period of the prospectus.

If the debentures are convertible into equity or are issued with warrants, whether or not detachable, the following detailed information (where applicable) shall be made available in the prospectus:(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Mode of conversion; Conversion period; Conversion ratio; Conversion price; Number of warrants; Price of warrants; Rights attached to warrants; Warrant exercise period; Warrant exercise price; The effects of the issuance and the conversion on, inter alia, the earnings per share and net tangible assets per share of the corporation; (xi) (xii) Details of the proposed utilisation of proceeds from the issuance and conversion; and Any other relevant information which a potential investor will require in regard to the issuance of the convertible debentures. 5. Where a corporation intends to allocate securities to eligible directors, employees and/or other persons under a preferential allocation scheme, the corporation shall disclose the following:-

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(a) (b) (c)

A brief description of the criteria of allocation of the securities as approved by the corporation's Board of Directors; The total number of persons eligible for the allocation; and Where the directors of the corporation are eligible for the allocation scheme, the number of securities that will be allocated to each individual director.

6.

The prospectus shall contain details about the pricing of securities, including:(a) (b) Prices applied to different classes of investors; and Basis for determination of the issue/offer price.

7.

Where applicable, the prospectus shall contain full details of:(a) (b) (c) The minimum subscription to be raised in order to satisfy the objectives of the public offering; The estimated gross cash proceeds from the public offering; Details of the intended use of the proceeds of the public offering, including (i) (ii) (iii) (iv) (v) (vi) (d) (e) (f) acquisition of specified property or other specified assets; other specified capital expenditure; repayment of specified debt; general working capital; expenses relating to the public offering; and commissions and brokerage;

Brokerage arrangements and commissions shall be disclosed; The time frame for full utilisation of the proceeds based on each category; and The financial impact on the corporation/group from the utilisation of the proceeds, i.e. interest savings, etc.

8.

Proceeds raised from the issue, offer or invitation in respect of debentures cannot be channelled to finance such activities as announced by the National Bond Market Committee (NBMC).

9.

The prospectus shall contain details of underwriting agreements, including:-

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(a) (b) (c)

Name of the underwriter; Amount of underwriting commissions; and Details of any provisions in the underwriting agreement, including escape clauses, which may allow the underwriters to withdraw from obligations under the agreement after the opening of the offer.

10.

The prospectus shall contain the expenses relating to the public offering on an aggregate basis, including the aggregate remuneration paid for services of the experts.

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CHAPTER 7: 1.

RISK FACTORS

The prospectus shall contain information about risks associated with investing in the corporation and the group and, where applicable, any acquisition with respect to assets, business or corporation relating to the public offering. These must include general and specific risks relating to the above and the industry in which the corporation/group operates.

2.

Any risks disclosed in the prospectus shall be accompanied by a statement of the effect that the risk factors may have on the corporation/group together with a detailed discussion of the ability of the risk factors to affect the business, operating results and financial condition of the corporation/group. If possible, the effect shall be quantified.

3.

Any steps taken by the corporation to mitigate or manage the risk factors shall be disclosed. The steps taken could, among others, include the following:(a) Risk management plans and practices to address the major risks relating to the corporation's/group's business, including the risks relating to the breakout of fire, disruptions in water and electricity supply and other emergency risks, which could jeopardise the corporation's operations; and (b) Management succession plans of the corporation.

4.

Where the rating for debentures offered is below investment grade, the extent of the credit risks of such debentures shall be disclosed.

5.

The material risks set out below are only a guide to some of the types of risks that may apply to a corporation but the list is not exhaustive. The corporation has an obligation to disclose any other material risks, contingent or otherwise, not mentioned below:(a) (b) Risks associated with the nature of business of the corporation/group; Risks associated with any investment activities undertaken by the corporation/group;

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(c) (d) (e)

Risks associated with any borrowings either domestic or foreign; Risks associated with investing in a new or relatively new venture if the corporation has no operating history or its history is limited; Risks associated with its products/services if the corporation is developing markets for its products/services or acceptance of its products/services is yet to be proven;

(f) (g)

Risks resulting from lengthy sales cycles or seasonal sales; Risks of dependency on particular suppliers/customers, indirect distribution channels for products, maintaining licence agreements and failure of on-going relationships;

(h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s)

Risks associated with any foreign operations which may include currency fluctuations, trade restrictions, sovereignty, political and economic risks; Risks associated with dependence on key personnel; Risks associated with dependence on protection of intellectual property; Risks associated with security and system disruptions; Risks associated with breakout of fire, energy crisis and other emergency risks which could jeopardise the corporation's operations; Risks associated with assets not covered or adequately covered by insurance; Risks of rapid or over-expansion of a corporation's business or rapid development of technological change; Risks of competition from existing competitors and new entrants. Risks associated with dependency on particular products, markets, or geographical locations; Risks associated with economic conditions and cycles that are significant or peculiar to the business; Risks associated with the control of the corporation by a/some shareholder(s); Risks relating to any form of government control or regulation, including government funding, grants or subsidies, tariff protection and environmental regulations, that, when changed, have financial consequences on the corporation;

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(t) (u) (v)

Risks associated with any legal uncertainties concerning the corporation's business or operations or contractual agreements; Risks associated with the technology used or to be used by the corporation; Risks relating to financial performance which may include, but not be limited to (i) (ii) (iii) covenants under borrowing facility agreements which limit the corporation's/group's operating and financial flexibilities; foreseeable capital commitments; and indebtedness; and

(w)

Risks associated with the environment.

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CHAPTER 8:

INFORMATION ABOUT CORPORATION AND GROUP

The prospectus shall disclose at least the following information about the corporation and group:1. Background (a) (b) (c) History of the business or enterprise from inception to-date; date and place of incorporation of the corporation; and date of commencement of business; Reasons for incorporation (where applicable); and Authorised, issued and paid-up capital and changes therein since the date of incorporation, including the date of allotment, number of shares allotted, consideration given and cumulative issued and paid-up capital, nominal value, details of outstanding warrants, options, convertible securities and uncalled capital. 2. Business Where applicable, there shall be a description of and information on:(a) (b) (c) (d) (e) (f) (g) Group structure (where applicable), including a list of subsidiary and associated corporations and the percentage interest held; A diagrammatic illustration of the group shall be included; Principal activities; The types of products manufactured or services provided by the corporation; The technology used or to be used; Approvals, major licences and permits obtained, conditions attached (if any) and status of compliance; Any brand names, patents, trade marks, licences, technical assistance agreements, franchises and other intellectual property rights pertaining to the corporation and salient terms of those rights. If any of the intellectual property rights are licensed, to state the identity of the licensor and the relationship between the corporation/group and the licensor, and provide a summary of the salient terms of the licence agreement;

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(h)

Information regarding the extent to which the corporation is dependent, if at all, on patents or licences, industrial, commercial or financial contracts (including contracts with customers or suppliers) or new manufacturing processes, where such factors are material to the corporation's business or profitability;

(i) (j) (k) (l) (m) (n) (o)

The operating or trading mechanisms, including flow-charts of production or business processes; The corporation's estimated market coverage, position and share which are supported by any studies and/or reports; Any significant new or proposed products / services; Principal markets for products and, if exported, the percentage and names of countries exported to; Types, sources and availability of raw materials/input; Quality control procedures or quality management programmes; Research and development (i) (ii) (iii) (iv) (v) (vi) policy on research and development; research and development facilities and personnel involved; present status of the research and development; achievements in the research and development of new products or processes; the corporation's plans and timetable for proposed future research and development; and the amount spent during the last three (3) financial years and comparison as a % of turnover on corporation sponsored research and development activities;

(p)

Information on any interruptions in the business which had a significant effect on the operations of the corporation/group during the past twelve (12) months;

(q)

Information on employees, including (i) total number of employees, with breakdown into categories and average number of years of service;

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(ii)

if

the

corporation/group

employs to

a

significant disclose the

number number

of of

contractual/temporary recent year; (iii) (iv) (v) (r) (s) (t) (u)

employees,

contractual/temporary employees according to categories in the most training and development programmes undertaken and on-going; whether employees are members of any unions and, if so, to name the unions; and labour relationship with the unions and whether or not there have been any industrial disputes in the past; Key achievements/milestones/awards of the corporation/group; Modes of marketing/distribution/sales; Production/operating capacities and output; and including any constraints on its production/operating capacities; Location of (i) (ii) (iii) (iv) (v) principal assets, both tangible and intangible; production facilities; principal place of business; and marketing and distribution network; and

Single-purpose corporation should give a description of the project involved and material contractual agreements governing the project. A profile of the contracting parties shall be included.

3.

Subsidiary and Associated Corporations The information to be disclosed shall include, but not be limited to, the following:(a) Date and country of incorporation together with the registration number of the corporation, date of commencement of business and whether private or public; (b) (c) (d) History; Principal activities and products/services; Substantial shareholders and percentage effective interest held by the corporation;

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(e)

Issued and paid-up capital and changes therein since the date of incorporation, including the date of allotment, number of shares allotted, consideration given and cumulative issued and paid-up capital, details of outstanding warrants, options, convertible securities and uncalled capital; and

(f)

Whether a particular subsidiary/associated corporation has any subsidiary or associated corporations.

4.

Industry Overview In relation to the industry(ies) in which the corporation/group operates, there shall be a discussion of the following:(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Description of the industry and its position within the industry; Differing segments/sectors; Past performance (if applicable); Future growth; Industry players and competition; Relevant laws and regulations governing the industry and peculiarities of the industry; Demand/supply conditions; Substitute products/services; Prospects and outlook of the industry; and Industry's reliance on and vulnerability to imports.

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5.

Major Customers The prospectus shall contain descriptions of major customers (i.e. those individually contributing to more than 10% of turnover based on the latest audited financial year and the top 10 customers), level of sales, length of relationship and whether or not the corporation is dependent on the major customers for business. If the corporation/group is dependent on the major customers for business, the prospectus shall highlight the matter and discuss any steps taken to mitigate the dependency.

6.

Major Suppliers The prospectus shall contain descriptions of major suppliers (i.e. those individually contributing to more than 10% of purchases based on the l test financial year and a the top 10 suppliers), level of purchases, length of relationship and whether or not the corporation is dependent on the major suppliers for business. this fact and discuss whether it is able to use alternate suppliers, if necessary. If the corporation/group is dependent on the major suppliers, the prospectus shall disclose

7.

Future Plans, Strategies and Prospects The prospectus shall discuss and disclose the following:(a) Description of the business development plans (if any) and future plans of the corporation/group as well as steps taken (including time frame) to realise the plans; (b) (c) Strategies to be adopted to ensure growth; and Prospects of the corporation/group in the light of the industry prospects/outlook/conditions, future plans/strategies and competition.

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CHAPTER 9:

INFORMATION ON SHAREHOLDERS / DIRECTORS / KEY MANAGEMENT

1.

In relation to any substantial shareholders and promoters, the prospectus must disclose at least the following information:(a) (b) (c) Name, designation and background; Nationality or country of incorporation; Shareholding in the corporation, and to state the ultimate beneficial ownership of any shares held under nominee/corporation or trustee arrangements; (d) (e) In the case of a corporation, its principal activity, directors, substantial shareholders and their shareholdings in the corporation; and Directorships and substantial shareholdings in all other public corporations for the past two (2) years.

2.

In respect of the corporation's promoters, the prospectus shall disclose their knowledge/experience in the business being promoted.

3.

The prospectus must provide description of the significant changes of the substantial shareholders/promoters of the corporation with regard to their direct or indirect shareholdings for the past three (3) years.

4.

The prospectus must provide information on the directors and chief executive officer, as follows:(a) (b) (c) (d) (e) (f) Name, age, profession and qualification; Profile including business and management experience; Designation/Functions; Representation of corporate shareholders (where applicable); Shareholding (both direct and indirect) in the corporation; and Directorships and substantial shareholdings in all other public corporations for the past two (2) years.

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5.

There shall be disclosed the aggregate remuneration and benefits of directors and chief executive officer of the corporation for services in all capacities to the group within reasonable specific bands or ranges for the last financial year and proposed for the current financial year.

6.

There shall be disclosed details on the members of the Audit Committee, as follows:(a) (b) (c) Names; Designation; and Directorship, including executive and non-executive.

7.

In relation to the corporation's key management and, where applicable, its key technical personnel, the following details shall be provided:(a) (b) (c) (d) Name, age and qualification; Profile including business and management or technical experience; Designation/Functions; and Shareholding (both direct and indirect) in the corporation.

8.

The prospectus shall provide information on the involvement of executive directors/key management in other businesses/corporations and how such persons allocate their time and efforts n the different positions or an appropriate negative i statement.

9.

The prospectus shall provide a statement as to whether or not any director or key management personnel and, where applicable, its key technical personnel, is or has been involved in any of the following events (whether in or outside Malaysia):(a) A petition under any bankruptcy or insolvency laws was filed (and not struck out) against such person or any partnership in which he was a partner or any corporation of which he was a director or key personnel; (b) Such person was charged and/or convicted in a criminal proceeding or is a named subject of a pending criminal proceeding;

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(c)

Such person was the subject of any order, judgment or ruling of any court of competent jurisdiction temporarily enjoining him from acting as an investment adviser, dealer in securities, director or employee of a financial institution and engaging in any type of business practice or activity.

10.

The prospectus must disclose details of any family technical personnel.

6

relationships or associations

between the substantial shareholders, promoters, directors, key management or key

11.

If there are any existing or proposed service agreements between the corporation/group and its directors and key management or key technical personnel, salient details of these shall be set out.

6

`Family' shall have the meaning given in Section 122A of the Companies Act 1965.

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CHAPTER 10:

APPROVALS AND CONDITIONS

The prospectus shall disclose the following:1. The approvals of the relevant authorities in conjunction with the public offering together with the dates of approvals and any conditions attached and the compliance thereof. 2. Details of any moratorium on directors' or promoters' securities, such as:(a) (b) (c) (d) (e) 3. The authority which imposed the moratorium; Name of the shareholder; Number of securities under moratorium; Commencement and expiry of the moratorium; and Terms of the moratorium.

Details of any profit-guarantee conditions (if any) and the salient features of the profit-guarantee agreement, which include, but are not limited to:(a) (b) (c) (d) Amount and number of years; Guarantor(s); Details of security provided; and Rights to vary or terminate the agreement.

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CHAPTER 11: 1.

RELATED-PARTY TRANSACTIONS / CONFLICTS OF INTEREST

The prospectus shall disclose the following (a) Existing and proposed related-party transactions

7

and conflicts of interest in

relation to the corporation and its related-parties, together with steps taken to resolve such conflicts of interest. Such disclosure is also required if the corporation enters into any transactions with its key management or key technical personnel; (b) Any transactions that are unusual in their nature or conditions, involving goods, services, tangible or intangible assets, to which the corporation or any of its parent or subsidiaries was a party in respect of the past one (1) financial year and the subsequent financial period thereof, if any, immediately preceding the date of the prospectus; and (c) The amount of outstanding loans (including guarantees of any kind) made by the corporation or any of its parent or subsidiaries to or for the benefit of the related party(ies). The information given shall be classified into long-term and short-term, and for all foreign outstanding loans to be separately identified with the corresponding foreign currencies amount, the amount outstanding as of the latest practicable date, the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan in respect of the past one (1) financial year and the subsequent financial period thereof, if any, immediately preceding the date of the prospectus. 2. The corporation shall disclose the nature and extent of the related-party transactions and conflict-of-interest situations in the prospectus. Any approvals received from non-interested shareholders shall be stated. 3. Details of directors' and substantial shareholders' direct and indirect interests in other businesses and corporations carrying on a similar trade as the corporation or any other corporation in the group.

7

`Related party transaction' shall have the meaning given in the Listing Requirements of KLSE.

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4.

There shall be full particulars of the nature and extent of any interest, whether direct or indirect, of any director and substantial shareholder in the promotion of, or in any material assets, within two (2) years preceding the date of the prospectus, acquired or disposed of by or leased to the corporation or any of its subsidiary corporations, or are proposed to be acquired or disposed of by or leased to the corporation or any of its subsidiary corporations. Such particulars shall include the following:(a) (b) The consideration passing to or from the corporation or any of its subsidiary corporations; and Short particulars of all transactions relating to any such material assets which have taken place within two (2) years preceding the date of the prospectus or an appropriate negative statement.

5.

Declaration of any expert's existing and potential interests/conflicts of interest in an advisory capacity (if any) vis -à-vis the corporation/group. "Experts" means advisers, firms of public accountants, aw firms, valuers, engineers and such other parties l which provide advice to the corporation/group.

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CHAPTER 12:

OTHER INFORMATION CONCERNING THE CORPORATION / GROUP

1.

Information on land and buildings owned by the corporation/group as follows:(a) (b) (c) (d) (e) (f) (g) (h) Name and registered owner of each property; Postal address or identification (lot, title number and the relevant mukim and district) of each property; Approximate age of building; Tenure/date of expiry of lease; Description/existing use; Land and built-up areas; Market value/date of valuation or net book value; Revaluation surplus/deficit - to state whether surplus or deficit and whether it will be incorporated in the books and, if so, for which financial year. To also state as at which date the net book value of the land/buildings/or other fixed assets is used in calculating the revaluation surplus; (i) (j) (k) Restrictions in interest; Encumbrances on land, e.g. land charges, caveats or registered leases; Disclose when the existing use on land is in breach of the land-use conditions/ permissible land use and state what remedial action has been or will be undertaken; (l) Where buildings are involved, state whether they have been issued with certificates of fitness. If not, disclosure is to be made of any material noncompliance with current statutory requirements, land rules or building regulations. Where appropriate, state what remedial actions have been or will be undertaken.

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2.

In respect of all transactions in the acquisition of any of the properties listed in the above paragraph during the two (2) years preceding the valuation:(a) (b) Dates of the transactions; and Prices paid.

3.

Where property valuations, carried out in conjunction with the proposed listing, do not require approval of the SC, the prospectus shall disclose the following statement:"The above valuations do not require the approval of the Securities Commission."

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CHAPTER 13: I 1. General

FINANCIAL INFORMATION

For a group of corporations, constituted during the period under review, a proforma statement shall be prepared based on the audited results of the corporations. The proforma consolidated results are presented for illustrative purpose only and on the assumption that the group structure had been in existence throughout the period under review. The proforma information is presented by aggregating all the respective audited results after providing for any necessary adjustments, where such adjustments shall be prominently disclosed and highlighted.

II 2.

Historical Financial Information A table of the income statement of the corporation/group (proforma or actual) for the past five (5) financial years and for the latest audited accounts (where applicable). The table shall include, at the minimum, the following:(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Revenue; Results of operating activities, including finance costs, research and development expense, depreciation, preliminary expenses etc.; EBIDTA ­ earnings before interest, depreciation, taxation and amortisation; Exceptional items; Share of profits and losses of associated corporations and joint ventures; Profit/loss before tax; Tax expense; Profit/loss from ordinary activities; Extraordinary items; Minority interest; Net profit/loss; and Basic and diluted earnings per share (to be computed based on approved accounting standards).

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3.

A detailed analysis of the corporation/group over the past five (5) years or (where applicable) from the date of incorporation, if less than five (5) years, preceding the date of the prospectus, including but not limited to, the following:(a) Segmental analysis of revenue and operating profits by (where possible) subsidiary/associated (b) (c) (d) (e) corporations, products/services and markets/geographical location; Overview of revenue and operating profits growth and factors contributing thereto; Impact of foreign exchange/interest rates/commodity prices on operating profits (where applicable); Tax consideration; and Exceptional and extraordinary items.

4.

All material items in the income statement shall be adequately explained and crossreferenced to any notes in the prospectus.

5.

A statement giving an analysis of the financial performance, position and operations of the corporation/group, in particular with regard to the following:(a) Any known trends, demands, commitments, events or uncertainties that have had, or that the corporation reasonably expects to have, a material favourable or unfavourable impact on financial performance, position and operations of the corporation/group; (b) (c) Any material capital expenditure commitments, the purpose of such commitments and the anticipated source of funds; Any unusual, infrequent events or transactions or any significant economic changes that have materially affected the financial performance, position and operations of the corporation/group; and the extent to which the financial performance, position and operations of the corporation/group was so affected; (d) Where there has been a substantial increase in revenue, state the extent to which such increase is attributable to prices, volume of goods/services being sold, the introduction of new products/services or any other factors; and

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(e)

Any known events, circumstances, trends, uncertainties and commitments that are reasonably likely to make the historical financial statements not indicative of future financial performance and position.

If the issuer/corporation is newly -incorporated and/or does not have any financial record, the prospectus shall make the appropriate disclosure of such fact. 6. Working (a) Capital, Borrowings, Litigation, Contingent Liabilities and Material

Commitments A statement by the directors as to whether, in their opinion, the working capital available to the corporation/group will be sufficient for a period of twelve (12) months from the date of issue of prospectus and, if not, how it is proposed to provide the additional working capital which is deemed to be necessary; (b) A statement of total outstanding borrowings, classified into long-term and short-term, interest-bearing and non-interest bearing; and for all foreign borrowings, to be separately identified with the corresponding foreign currencies amount. There shall also be disclosed a statement as to whether there have been any default on payments of either interest and/or principal sums in respect of any borrowings throughout the past one (1) financial year and the subsequent financial period thereof, if any, immediately preceding the date of the prospectus; (c) Full disclosure of all pending material litigation/arbitration proceedings, contingent liabilities and material commitments, including assessment and disclosure of specific impact on financial performance and position upon becoming enforceable, which shall be supported by a directors' declaration and reviewed by the Adviser and Reporting Accountants.

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III 7.

Future Financial Information A profit estimate/forecast shall be provided in respect of initial public offerings for the listing of and quotation for the securities on the Kuala Lumpur Stock Exchange, reverse take-over and backdoor listing exercises, acquisitions of foreign securities and assets, proposals involving distressed-listed companies and voluntary disclosure of profit estimate/forecast submitted under Section 32 of the Securities Commission Act 1993. Where applicable (e.g. in the flotation of infrastructure project For companies), the profit and/or cashflow projections shall also be provided. for a profit estimate/forecast is optional.

listing on the MESDAQ Market of the Kuala Lumpur Stock Exchange, the requirement

8.

The

accounting

policies

and

calculations

for

profit

and/or

cashflow

estimates/forecasts and/or projections (where applicable), must be reviewed and reported on by the Reporting Accountants and such report must be set out in the prospectus, whereby the opinion stated in the report shall be consistent with those submitted pursuant to the application under Section 32 of the Securities Commission Act 1993. 9. Sufficient details on the basis and assumptions of the estimate/forecast and/or projections shall be disclosed to enable the investor to assess the reliability of the estimate/forecast and/or projections and the effect of any changes to the assumptions used. (a) (b) (c) (d) (e) (f) (g) (h) Revenue; Profit before tax; Tax expense; Minority interest; Profit after tax and minority interest; Number of shares in issue; Basic and diluted earnings per share (to be computed based on the approved accounting standards); and Price-earnings multiple (by reference to the issue/offer price).

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A profit and/or cashflow estimate/forecast/projection (where

applicable) of the corporation/group shall include, at the minimum, the following:-

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10.

The bases and assumptions stated in relation to profit and/or cashflow estimates/forecasts and/or projections shall (a) provide useful information to investors to assist them in forming a view as to the reasonableness and reliability of the estimates/forecasts and/or projections; (b) draw the investors' attention to, and where possible quantify, those uncertain factors which can materially affect the ultimate achievement of the estimates/forecasts and/or projections; (c) (d) be specific rather than vague; avoid generalisations and all-embracing assumptions (general assumptions where applicable could be made) and those relating to the general accuracy of the assumptions made in the estimates/forecasts and/or projections; and (e) be clearly stated and reviewed for reasonableness by the directors who are responsible for the estimates/forecasts and/or projections and bases and assumptions thereto.

11.

The following requirements shall apply in respect of profit and cashflow estimates/forecasts and/or projections:(a) An estimate/forecast and/or projection shall be realistic and achievable to provide investors with information on the corporation's prospects. (An unrealistic estimate/forecast and/or projection, irrespective of whether it is too high or too low, may mislead the investors who have been invited to arrive at an investment decision based on the information contained in the prospectus); (b) Accordingly, an estimate/forecast and/or projection shall be compiled with utmost care and objectivity;

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(c)

Where the estimate/forecast and/or projection may be subject to a high probability of variation, the corporation shall provide a sensitivity analysis based on key variables such as selling prices, volume of sales, production costs, production capacity, operating expenses and financing costs, and bases and assumptions which are realistic and of sound business judgment. The bases and assumptions used shall be clearly stated and reviewed for reasonableness by the directors; and

(d)

Where an estimate is provided in respect of a financial year which has less than three (3) months to run, the forecast for the next financial year shall also be prepared and included in the prospectus.

12.

In addition to the above, owing to the specific nature of profit and cashflow projections, the issuing corporation may take note of the following:(a) A projection, being a representation of financial information based on a set of assumptions which are uncertain and hypothetical, shall be qualified as to its achievability for those reasons; (b) The qualification of projected financial information shall draw attention to the fact that the presentation is based on hypothetical assumptions, and that actual events may differ from those assumed, and may materially affect the financial information projected; and (c) Notwithstanding the uncertainties and hypothetical a ssumptions associated with projections, these shall be prepared with care, skill and objectivity so as to represent the stated assumptions, and not to purport unreasonable hypotheses and assumptions.

13.

There shall be notes to the future financial information including whether such information had been prepared on bases and accounting principles consistent with those previously adopted in the preparation of the audited financial statements.

14.

The profit and/or cashflow estimates/forecasts/projections must be accompanied by a Reporting Accountants'/Auditors' Letter.

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15.

Directors' analysis of estimates/forecasts/projections and commentary on their achievability in the light of the following:(a) (b) (c) Future prospects of the industry; Future plans and strategies to be adopted; and The level of gearing, liquidity and working-capital requirements.

16.

Dividend estimate/forecast/projections which include the following:(a) (b) (c) (d) (e) Dividend policy; Dividend rate; Gross/net amount; Gross/net dividend cover; and Gross/net dividend yield.

The prospectus must state the circumstances under which future dividends may be waived. 17. 18. IV A break-even analysis (where applicable). A sensitivity analysis and the bases and assumptions thereto (where applicable). Proforma Consolidated Balance Sheet and Reporting

Accountants'/Auditors' Letter 19. A proforma consolidated balance sheet at the last date to which the accounts are made up (where applicable), adjusted for the following:(a) (b) Any restructurings or acquisitions connected with the proposed public -offering exercise; and Proceeds of the proposed public -offering exercise and proposed utilisation of funds.

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The prospectus shall also set out the details of such adjustments. Such a proforma will assist investors or analysts in determining the financial effects of the restructuring and the notional financial position of the corporation in which they are being invited to invest. 20. The proforma must also include information on the following:(a) (b) 21. Net tangible asset (NTA) per share; and Proforma NTA per share.

There shall be notes to the proforma consolidated balance sheet including whether the proforma balance sheet had been prepared on bases and accounting principles consistent with those previously adopted in the preparation of the audited financial statements.

22.

The proforma consolidated balance sheet must be accompanied by a Reporting Accountants'/Auditors' Letter. The Reporting Accountants'/Auditors' Letter shall state their opinion of the following:(a) (b) (c) The proforma consolidated balance sheet has been properly compiled on the basis stated; Such basis is consistent with the accounting policies of the issuer; and The adjustments are appropriate for the purposes of the proforma consolidated balance sheet.

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CHAPTER 14:

ACCOUNTANTS' REPORT

The prospectus must contain a report prepared by an accountant, who must be an approved company auditor, dealing with the financial information about the corporation/group. I. 1. 2. Preamble and Conclusion The report must state that it has been prepared by an approved company auditor. The report must be signed and dated. There shall also be a statement as to whether the report was prepared for incorporation in the prospectus. 3. In making the accountants' report, the reporting accountants shall, by way of note, state any adjustments in respect of any items in the income statement or balance sheet which have been dealt with in the report by the reporting accountant. 4. The report must state the following:(a) (b) The basis of accounting policies adopted in preparation of the report; That the information presented in the report has been prepared in accordance with approved accounting standards and disclosure on any changes in the accounting policy adopted and the reasons for such changes; (c) Details of any auditor's qualifications to audited accounts and other forms of modified auditor's report, such as emphasis of matters for the past five (5) financial years and the latest audited accounts (where applicable). All material items in the income statement, balance sheet and cashflow statement must be adequately explained. 5. For the purposes of paragraphs 3 and 4, the last financial year, or part of a financial year, in respect of which the report deals with the matters referred to in those paragraphs, shall be a financial year, or a part of a financial year, that ended not more than six (6) months before the date of the prospectus.

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6.

The reporting accountant must deal with subsequent events between the date of the last accounts used in the preparation of the report and the date of the report.

II 7.

Contents The report must deal with the income statement of the corporation referred to in the prospectus, in accordance with the following cases:(a) Corporation/Group with no subsidiary The report shall deal with the income statement of the corporation referred to in the prospectus in respect of each of the five (5) financial years immediately preceding the last date to which the accounts of the corporation were made up. Such date shall not in any case be more than six (6) months prior to the issue of the prospectus. (b) Corporation/Group with subsidiaries The report shall deal with the income statement of the corporation (other than subsidiaries) as provided by paragraph 7(a) and additionally deal with either the following:­ (i) (ii) The consolidated income statement (proforma or actual) of the corporation and its subsidiaries as a whole; or The income statement of each subsidiary individually .

And shall indicate, as respect the income statement of the subsidiaries, the allowance to be made for persons other than members of the issuer. If no accounts have been made up in respect of any part of the period of five (5) years ending on a date six (6) months before the issue of the prospectus, the prospectus must contain a statement of that fact.

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8.

The report must deal with the balance sheet of the corporation referred to in the prospectus, in accordance with the following cases:(a) Corporation/Group with no subsidiary The report shall deal with the balance sheet of the corporation referred to in the prospectus for each of the past five (5) financial years together with a proforma consolidated balance sheet at the last date to which the accounts are made up (where applicable). Such date shall not, in any case, be more than six (6) months prior to the issue of the prospectus. (b) Corporation/Group with subsidiaries The report shall deal with the balance sheet of the corporation as provided by paragraph 8(a) and additionally deal with either the following:(i) (ii) The consolidated balance sheet (proforma or actual) of the corporation and its subsidiaries as a whole; or The balance sheet of each subsidiary individually.

The report shall indicate, as respect the balance sheet of the subsidiaries, the allowance to be made for persons other than members of the issuing corporation. The report shall also include a detailed statement of assets and liabilities up to the last date to which the accounts were made up where such date shall be in any cases not more than six (6) months prior to the issue of the prospectus with the appropriate notes. 9. Where a statement of consolidated income statement and consolidated balance sheet is prepared, transactions and balances between the corporations covered by that statement shall be eliminated in determining any amount to be included in that statement.

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10.

Where the consolidated income statement and consolidated balance sheet of a corporation and its subsidiaries are dealt with otherwise than in accordance with paragraphs 7(b)(i) and 8(b)(i), the reporting accountant shall certify in the report that (a) for reasons set out in the certificate, it was impracticable to deal with them in accordance with paragraphs 7(b)(i) and 8(b)(i) or that it was preferable that they be dealt with in accordance with paragraphs (7)(b)(ii) and 8(b)(ii); and (b) they were not significantly affected by transactions and balances between the corporations to which they relate, except to the extent stated in the notes in the report.

11.

The report must deal with the rates of the dividends, if any, paid by the corporation in respect of each class of shares for the five (5) financial years immediately preceding the issue of the prospectus.

12.

The report must also include (where applicable) a cashflow statement of the corporation/group (proforma or actual) for the latest audited accounts.

III 13.

Purchase of any Business If the proceeds, or any part of the proceeds, of the issue of the securities are to be utilised directly or indirectly for the purchase of any business, the report must deal with (a) the income statement of the business, in respect of each of the five (5) financial years immediately preceding the last date to which the accounts of the business were made up; and (b) the balance sheet of the business for each of the past five (5) financial years immediately preceding the last date to which the accounts of the business were made up. Such date shall not, in any case, be more than six (6) months prior to the issue of prospectus.

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IV 14.

Acquisition of another Corporation If (a) the proceeds, or any part of the proceeds, of the public offering of the securities are to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of securities of any other corporation; and (b) by reason of that acquisition, or anything to be done in consequence or in connection with it, that corporation will become a subsidiary of the issuer. the report must deal with the income statement and balance sheet of that other corporation referred to in the prospectus, in accordance with paragraphs 7, 8, 9 and 10.

15.

For the purposes of the above paragraph, the report shall indicate how the income statement of that other corporation and, where applicable, the consolidated income statement of that other corporation and its subsidiaries dealt with by the report would, in respect of the securities to be acquired, have concerned members of the issuing corporation and what allowance would have to be made, in relation to balance sheet and consolidated balance sheet so dealt with, for holders of other securities, if the issuer had at all material times held the securities to be acquired.

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CHAPTER 15: I 1. 2. General

VALUATION CERTIFICATE

This chapter applies to property asset valuations for inclusion in the prospectus. Where valuations on property assets have been carried out for inclusion in the prospectus, such valuations shall be conducted by independent qualified valuers who must ensure compliance with the Guidelines on Asset Valuations issued by the Securities Commission and other relevant and applicable valuation standards/guidelines.

3.

Valuations shall be set out in the form of Valuation Certificates with reference made to the relevant valuation reports which shall be made available for inspection.

II 4.

Valuation Certificate The Valuation Certificate shall be signed and dated. It shall contain clear, accurate and adequate information which is not misleading to enable investors and their investment advisers to make informed investment decision.

5. 6.

The Valuation Certificate may include a property schedule, where necessary. Valuers are expected to adhere to the contents of Valuation Certificate stated hereunder.

III 7.

Contents of Valuation Certificate The Valuation Certificate shall contain the following information:(a) Basic Requirements:(i) (ii) Addressee; Nature of instructions;

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(iii) (iv) (v) (vi) (vii) (viii) (b)

Purpose of valuation; Basis of valuation; Statement to affirm reference to and compliance with relevant and applicable valuation standards/guidelines; Market Value/Summary of Market Value as stated in the property schedule, where applicable; Name(s), qualifications, registration number(s) and signature of valuer(s); and Information on legal opinion, with regard to ownership, joint venture interest, title restrictions, encumbrances etc, where relevant;

Property Details Requirements:(i) Identification of Property:· · · · · · (ii) · · · · · · Details of title/property interest; Address (where applicable); Location of property; Details on tenure; Category of land use; and Registered/beneficial owner; Brief description of land and/or buildings; Land and/or building floor areas; Brief description of its existing use; Relevant planning details; Information specific to the type of property such as timber concessions, hotels, golf courses, etc.; Material contraventions of statutory requirements which may include breaches of land use conditions, violation of building bye-laws for buildings and/or extensions built etc, where relevant; · Relevant details of the following documents which have been duly verified, where applicable: Licences/Permits;

General Description of Property:-

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-

Land/building leases; Letters from relevant authorities; Planning/layout approval including any material or onerous conditions attached to such consents; Agreements such as joint venture, sale and purchase etc.; Where the property is being tenanted, brief particulars of tenancies together with net annual rent receivable; and

-

Where the property is being developed, details on the stage of completion, pre-let/sale performance and estimated date of completion;

(iii)

Market Value:· Date of valuation:This must be within a reasonable time of the issue of the prospectus and in compliance with para 6 of Chapter 16 of the Prospectus Guidelines; · · Method of valuation; Sources of information relied upon in the valuation which may include experts' reports, contract documents or any other documents; · · · Any assumptions used (must be stated in bold and where necessary accompanied by an explanation); Any other matters which may materially affect the values and the marketability of the property; Where the property is being developed, the market value in the existing condition and where applicable, the market value upon completion; and · Where the valuation involves foreign property assets, the market value shall also be reported in Malaysian Ringgit and the exchange rate at the date of valuation.

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The above details may be presented in the form of a property schedule as outlined below:Property Identification General Description of Property Market Value

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CHAPTER 16: 1.

EXPERTS' REPORTS

Where the prospectus contains experts' opinion, there shall be disclosed excerpts from, or summaries of, opinion expressed and conclusion recorded in (a) (b) the independent feasibility report; and any other experts' report.

2.

Where the public offering involves Islamic debentures, excerpts from the Syariah Adviser report shall be disclosed in the prospectus. In addition, the qualification and experience of the Syariah Adviser shall also be disclosed.

3.

General description of the 5-year business-development plan (only in respect of listing on Mesdaq Market). The said business development plan, as disclosed in the prospectus, must be cross-referenced to the requirements of Chapter 8, paragraph 7(a).

4.

Experts' Reports shall be signed and dated within a reasonable time of the issue of the prospectus. This is to ensure that the contents therein are substantially relevant at the time of the issue of the prospectus.

5.

The Expert's Report shall state whether the report was prepared for inclusion in the prospectus.

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6.

If the expert becomes aware of significant changes affecting the content of his/her report, either (a) (b) between the date of the report/the date of valuation in the case of property assets and the issue of the prospectus; or after the issue of the prospectus and before the issue of the securities, then the expert has an on-going obligation to either cause his/her report to be updated for the changes and, where applicable, cause the corporation to issue a supplementary prospectus, or withdraw his/her consent to the inclusion of the report in the prospectus. Failure to do so will result in the corporation, promoters and the expert being liable for any misleading statements or material omission in the outdated report.

7.

Care shall be taken by experts in making disclaimers of responsibility in their Experts' Reports. If the disclaimers are so wide as to cause the report to be of little or no beneficial use to investors, then inclusion of the report in the prospectus may itself be misleading.

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CHAPTER 17:

DIRECTORS' REPORT

The prospectus must contain a report by the directors of the corporation stating whether, after due enquiry by them in relation to the interval between the date to which the last audited accounts of the corporation/group have been made up and a date not earlier than 14 days before the date of issue of the prospectus, (a) (b) the business of the corporation and its subsidiary corporations/group has, in their opinion, been satisfactorily maintained; there have, in their opinion, arisen, since the last audited accounts of the corporation/group, any circumstances which have adversely affected the trading or the value of the assets of the corporation or any of its subsidiary corporations within the group; (c) the current assets of the corporation and its subsidiary corporations appear in the books at values which are believed to be realisable in the ordinary course of business; (d) (e) there are contingent liabilities by reason of any guarantees or indemnities given by the corporation or any of its subsidiary corporations; there have been, since the last audited accounts of the corporation/group, where applicable, all corporations which forms part of the proposed group, any default or any known event that could give rise to a default situation, in respect of payments of either interest and/or principal sums in relation to any borrowings in which they are aware of; or (f) there have been, since the last audited accounts of the corporation/group, no changes in the published reserves or any unusual factors affecting the profits of the corporation and its subsidiary corporations/group, and, where any report is required pursuant to this paragraph, the report shall contain full details of all matters required to be dealt with in the report.

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CHAPTER 18: 1.

ADDITIONAL INFORMATION

A statement that no securities will be allotted or issued on the basis of the prospectus later than twelve (12) months after the date of the issue of the prospectus.

2.

Extracts of the provisions of the Articles of Association of the corporation relating to the following:(a) (b) (c) (d) Transfer of securities; Remuneration of directors; Voting and borrowing powers of directors, including voting powers in relation to proposals, arrangements or contracts in which they are interested; and Changes in capital and variation of class rights (to state whether or not such provisions are more stringent than required by law).

3.

In relation to any capital of the corporation or any of its subsidiary corporations which is under option, or agreed conditionally or unconditionally to be put under option, the following shall be disclosed:(a) (b) (c) (d) (e) The number, description and amount of the securities concerned; The period during which the option is exercisable; The exercise price; The consideration given or to be given for the option; and The names of the grantees, provided that, where options have been granted or agreed to be granted to all shareholders or holders of debt securities or to any class thereof or to directors and employees under a share option scheme, it shall be sufficient, so far as the names are concerned, to record that fact without giving the names of the grantees.

4.

Information and details of amounts or benefits paid or intended to be paid or given to any promoter, director or substantial shareholder within the two (2) years preceding the date of the prospectus.

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5.

Information

on

directors'

and

substantial

shareholders'

direct

and

indirect

shareholdings in the corporation before and after the public offering. 6. Full particulars of any contract or arrangement subsisting at the date of the prospectus in which any director or substantial shareholder of the corporation is interested and which is significant in relation to the business of the corporation or the group taken as a whole. 7. Full disclosure of all current material litigation and arbitration, including those pending or threatened, and of any facts likely to give rise to any proceeding which might materially affect the business/financial position of the corporation or any of its subsidiary corporations. 8. Full disclosure of all material contracts (including contracts not reduced into writing), not being contracts in the ordinary course of business, entered into within two (2) years preceding the date of the prospectus. disclosed in respect of each such contract:(a) (b) (c) (d) (e) 9. Date; Parties; Subject matter; Consideration passing to or from the corporation or any other corporation in the group; and The mode of satisfaction of the consideration. The following particulars shall be

Full disclosure of the salient terms of all material agreements (including but not limited to shareholders' agreements, agreements underlying the basis of the corporation's/group's business, supplier agreements, customer agreements, insurance policies and directors' service agreements). Where no agreement in

writing exists in relation to any of the afore-mentioned matters but there exists an informal arrangement or understanding, the corporation shall make full disclosure of the salient terms of all such arrangements and understandings.

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10.

A statement as to whether either of the following has occurred during the last financial year and the current financial year:(a) (b) Public take-over offers by third parties in respect of the corporation's securities; and Public take-over offers by the corporation in respect of other corporations' securities. If the foregoing statement is in the affirmative, state the price of the offer and the outcome thereof.

11.

Where the securities are offered by way of rights or allotted to the holders of an existing listed security, the pro-rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the public offering must be disclosed. A statement of the treatment of any fractions, whether the documents of title are renounceable and whether approval has been obtained from the shareholders of the existing listed corporation.

12.

There shall be disclosed the amount of any outstanding convertible debt securities of the corporation and its subsidiaries and the conditions governing and the procedures for conversion, exchange or subscription of such securities.

13.

Particulars of any capital (of the corporation or any of its subsidiaries) which has, within two (2) years immediately preceding the publication of the prospectus, been issued or is proposed to be fully or partly paid-up otherwise than in cash and the consideration for which the same has been or is to be issued, or an appropriate negative statement.

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14.

Particulars of any capital (of the corporation or any of it subsidiaries), which has, within two (2) years immediately preceding the publication of the prospectus, been issued or is proposed to be issued for cash, the price and terms upon which the same has been or is to be issued and, if not already fully paid, the dates when any instalments are payable with the amount of all calls or instalments in arrears, or an appropriate negative statement.

15.

There shall be provided indication of the persons, so far as known to the corporation, who, directly or indirectly, jointly or severally, exercise control over the corporation and particulars of the proportion of the voting capital held. Joint control means control exercised by two (2) or more persons who have concluded an agreement which may lead to their adopting a common policy in respect of the corporation.

16.

Details of any scheme for involving the employees in the capital of the corporation or any of its subsidiaries.

17.

If the prospectus or cover contains photographs or illustrations of properties or assets which do not belong to the corporation, the photographs or illustrations shall be accompanied by a statement to the effect that the properties or assets depicted do not belong to the corporation.

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CHAPTER 19: 1.

CONSENTS

The prospectus shall contain statement of consents of the relevant parties such as advisers, reporting accountants, auditors, issuing houses, registrars, solicitors, external company secretaries, bankers, valuers, underwriters, rating agency and experts for inclusion in the prospectus of their names and (where relevant) statements and reports in the form and context in which such statements and reports appear, together with a statement that they have not subsequently withdrawn such consent.

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CHAPTER 20: 1.

DOCUMENTS AVAILABLE FOR INSPECTION

A statement that, for a period of not less than twelve (12) months at the registered office of the corporation or such other place as the SC may determine, the following documents or copies thereof or such other documents as may be required by the SC, where applicable, shall be made available for inspection:(a) (b) (c) The Memorandum and Articles of Association of the corporation; Any Trust Deed/Deed Poll; Each contract disclosed in the prospectus and, in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts; (d) Directors' existing or proposed service contracts with the corporation or any of the corporation's subsidiaries, excluding contracts expiring or determinable by the employing corporation without payments or compensation (other than statutory compensation) within one (1) year; (e) All reports, letters or other documents, balance sheets, valuations and statements by any expert, any part of which is extracted or referred to in the prospectus; (f) The audited accounts of the corporation and its subsidiaries for the last five (5) financial years or from the date of incorporation, if less than five (5) years, preceding the date of prospectus; (g) (h) (i) (j) Writ and relevant cause papers in respect of all current material litigation and arbitration disclosed in the prospectus; Latest audited accounts of the corporation and its subsidiaries for the current financial year (where applicable); Each consent given by experts disclosed in the prospectus; and Such information and documents as are specified in Division 4 of Part IV of the Securities Commission Act 1993, may be inspected by relevant persons specified therein.

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CHAPTER 21:

SPECIFIC REQUIREMENTS FOR INFRASTRUCTURE PROJECT COMPANIES (IPCs)

Other than the information required to be disclosed in these guidelines, where applicable, the prospectus shall disclose the following:1. Concession/licence/basis of business (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) 2. Act/Regulation under which the concession/ licence is granted to corporation. Nature of concession e.g. build-operate-transfer/build-transfer-operate/buildown-operate etc. Life of concession/licence. Exclusivity/non-exclusivity of concession/ licence. Critical terms and conditions under concession/licence. Corporation's rights, interests and major obligations under concession/licence. Effect of failure to meet concession/licence terms. Circumstances leading to termination provisions under concession agreement/ licence. Any restrictions on changes in ownership of corporation. Major agreements underlying basis of corporation's business (e.g. power/assets purchase and other offtake agreements). Obligations of public development authorities. Any related land acquisition. List of material contracts. Taxation.

Relationship with concession giver/licensor (a) (b) (c) (d) (e) Description/constitution of concession giver/ licensor. Nature of relationship. Licensor's obligations. Revenue/profit-sharing agreements. Impact on business/credit agreements if relationship changes.

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3.

Regulation (a) (b) (c) Relevant regulatory authority(ies). Environmental regulation/issues. Material penalties on breach of regulation.

4.

Construction risk (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Status of project/progress to-date. Expected progress schedule. Nature of construction contract. Nature of risks and mitigating factors. Supplier agreements. Implications of failure to complete/proceed according to plan. Provision for strikes. Obligations of contractors/turn-key contracts. Geology and construction methods. Terms and conditions of performance bonds and construction guarantees.

5.

Track record of corporation (a) (b) (c) Length and scope of operating history. Qualifications and experience of management/licensee. Summary of existing operations if the applicant is a mature corporation.

6.

Competition (a) (b) (c) (d) Description of the industry. Analysis of competitors. Assessment of effects of competition. Treatment of corporation under competition law (if a monopoly and if applicable).

7.

Operations (a) Special reliance on key operating and maintenance contractors or management personnel.

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(b) (c) (d) (e) (f) 8.

Major operating contracts. Operating risk factors. Strategy for marketing product(s). Obligations of main users. Economics of project.

Pricing of product (a) Government pricing and terms on which price/rates may be varied.

9.

Conflicts/dependence (a) (b) (c) Related-party transactions including construction contracts. Dependence on concession giver/licensor. Dependence on suppliers, customers, competitors, infrastructure providers.

10.

Financing (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Total capital expenditure to-date and for the future. Sources and uses of issue proceeds and bank loans. Adequacy of funds for expected total cost of project and working capital. Salient terms of bank financing and other credit/guarantee agreements including recourse/non-recourse nature of arrangement. Availability and terms of supplier credit. Any security arrangement entered into with loan providers or other credit suppliers including assignments of assets. Tax effects. Other financial arrangements with concession giver/licensor/parent. Statement of financial requirements for subsequent phases. Availability of foreign currency during loan repayment period.

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11.

Feasibility study (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) Background of expert. Scope of study. Appraisal of corporation's business. Appraisal of agreements, contracts and permits. Comments on capital expenditure plan. Comments on adequacy of debt and equity financing. Comments on operation and performance to-date, if applicable. Comments on environmental impact. Comments on industry and competitive environment. Projections of profits and losses, balance sheet and cashflow. Assumptions underlying the projections including the basis for valuation of existing property or projects. Insurance risk assessment. Conclusion on overall feasibility of project for listing on a stock exchange. Basis for monitoring of design, development and construction by expert.

The above shall be guided by the requirements of Chapter 16. 12. Financial projections by corporation until expiry of concession/licence (a) (b) (c) (d) Financial projections by corporation. Assumptions and basis of projections. Letter from expert/accountants attesting to reasonableness of projections. Return to investor and sensitivity analysis.

The above shall be guided by the requirements of Chapter 13. 13. Other disclosures (a) (b) (c) (d) (e) (f) Shareholders' agreement. Control of corporation. Criteria for future investment in projects. Insurance arrangements. Business development strategy. Privileges of shareholders.

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(g) (h) (i)

Underwriting arrangements in respect of the issue/offer of securities. Political risks if applicable. Other risks.

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CHAPTER 22:

SPECIFIC REQUIREMENTS FOR ACQUISITION OF FOREIGN SECURITIES AND ASSETS

Other than the information required to be disclosed in these guidelines, where applicable, the prospectus shall disclose the following:(a) Where the acquisition is that of securities of a foreign corporation, the dividend policy of the corporation and the expected dividend income to be received by the Malaysian public corporation; (b) Effects on resultant foreign equity ownership, prospective earnings per share and proforma net tangible assets per share (based on the latest audited accounts) of the Malaysian public corporation on completion of the proposed acquisition; (c) (d) Specific investment risks involved in the proposed acquisition and the appropriate course of action developed/that will be developed to reduce or manage the risks; An accountants' report certifying, in Malaysian Ringgit terms, the accounts of the foreign companies and/or assets proposed to be acquired. The report, prepared by a firm of public accountants registered in Malaysia, must be in accordance with International Accounting Standards approved for operation in Malaysia; (e) Valuation Certificate prepared by independent qualified valuer registered in Malaysia on the market values of the foreign property assets proposed to be acquired. A joint valuer recognised professionally in the country where the property assets are located may be engaged, if necessary; (f) (g) Experts' report, prepared by industry experts, on the fairness of the total purchase consideration for the foreign securities/assets proposed to be acquired; Experts' report on the host country pertaining to policies on foreign investments and repatriation of profits as well as expected time-frame in which profits are to be repatriated to Malaysia; and/or (h) Relevant legal opinion from reputable law firms on ­ (i) (ii) (iii) the ownership of title to the securities/assets in the foreign jurisdiction; the enforceability of agreements, representations and undertakings given by foreign counter-parties under relevant laws of domicile; and other relevant legal matters.

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CHAPTER 23:

ADDITIONAL DEBENTURES

REQUIREMENTS

FOR

THE

OFFERING

OF

I

Offering of Debentures pursuant to subregulations 6(1)(i) and 6(2)(b) of the Securities Commission (Shelf Registration Scheme for Debentures) Regulations 2000 (SRS)

1.

A shelf prospectus shall be effective for a period of two (2) years from the date of issue, or such longer period as may be allowed in writing by the SC.

2.

Declaration by Issuers under SRS - Where a prospectus is issued under the SRS, a declaration is required to be stated in the shelf prospectus that, during the 12 calendar months immediately preceding the date of application to the SC for registration of the shelf prospectus, (a) no prosecution has been commenced against the issuer or any of its subsidiaries in respect of any breach of any securities or banking laws or the Companies Act 1965; (b) in the case of a listed corporation, no action has been taken against the listed corporation by the relevant stock exchange in respect of any breach of the listing requirements of the relevant stock exchange; and (c) neither the issuer nor any of its subsidiaries have breached any terms and conditions in respect of borrowed monies which has resulted in the occurrence of an event of default and an immediate recall of such borrowed monies.

3.

A shelf prospectus shall include a statement that no debentures will be allotted or issued on the basis of the shelf prospectus, read together with the supplementary prospectus, later than two (2) years after the date of issue of the shelf prospectus.

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4.

In the case of an issue, offer or invitation in respect of debentures under the SRS, the offer period should not be longer than one (1) month from the date of the issue of the supplementary shelf prospectus, or such longer period as may be allowed in writing by the SC.

5.

A shelf prospectus is allowed to disclose an indicative utiilsation of proceeds based on the proposed maximum amount of the debentures but the supplementary shelf prospectus should contain information regarding the utilisation of proceeds on an actual basis.

II

Offering of Debentures Pursuant to Guidelines on the Offering of AssetBacked Debt Securities (ABS Guidelines) In addition to the requirements set out in these Guidelines, any offering of debentures pursuant to the Guidelines on the Offering of Asset-Backed Debt Securities must comply with the disclosure requirement set out in the ABS Guidelines including the following:(a) (b) (c) (d) Risk factors of investing in the ABS; Detailed description of the structure of the securitisation transaction and all significant agreements relevant to the structure; Corporate profile of all parties involved; Detailed description of the securitised assets including the cash flow profile, ageing of cash flows, and (if available) historic levels of arrears or rates of default for the portfolio of assets and stress levels of cash flows; (e) An explanation on the flow of funds stating: (i) (ii) (iii) (iv) how the cash flow from the assets is expected to meet the Special Purpose Vehicle (SPV)'s obligations to ABS holders; an indication of any investment parameters for the investment of temporary liquidity surpluses; how payments are collected in respect of the assets; the order of priority of payments to the holders of different classes of private debt securities;

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(v) (vi) (vii) (f) (g) (h)

details of any other arrangements upon which payments of interest and principal to investors are dependent; information regarding the accumulation of surpluses in an SPV; and details of any subordinated debt securities;

Measurement of the fair value of securitised assets including the methodology used in determining such fair value and the key assumptions involved; Terms and conditions of the ABS; Information on credit enhancement and liquidity facilities, if any, provided to the securitisation transaction including an indication of where material potential shortfalls are expected to occur;

(i) (j) (k)

Rating(s) for the ABS and the definition of the rating(s); Any fee payable by an SPV including management fees and expenses charged by the servicer; An explanation of any matter of significance to investors relating to the issue, offer or invitation of ABS that would enable investors to make an informed decision;

(l) (m)

The SPV and the ABS issued by the SPV must not carry the same name as the Originator or be similarly identified with the Originator; Where an Originator is a licensed financial institution, investors must be clearly informed that the securities that they invest in do not represent deposits or continued liabilities of the licensed financial institution;

(n)

Investors must be clearly informed that an Originator does not in any way stand behind the ABS issued by the SPV except to the extent specified in the asset securitisation documentation and such credit enhancement as may be provided by the Originator; and

(o)

Where an Originator intends to subscribe or tender for the ABS, this must be clearly disclosed to investors.

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CHAPTER 24: I General

SPECIFIC REQUIREMENTS FOR CALL WARRANTS

Other than those information required to be disclosed in the Public Offerings Guidelines (guidelines), where applicable, the prospectus shall disclose the following:Responsibility Statements 1. "This prospectus has been seen and approved by the directors of the issuing corporation and they collectively and individually accept full responsibility for the accuracy of the information contained herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no false or misleading statement or other facts the omission of which would make any statement herein false or misleading." 2. "Notwithstanding the foregoing, the directors of the issuing corporation do not accept responsibility for the contents of information on the corporation which issues the underlying securities save for the fact that the information is an accurate extract or summary of relevant publicly released information." II 1. Cover Page A statement of risk warning that:"Investors are warned that the price of the securities may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore make sure they understand the terms and conditions of the securities offered, the risk factors involved, and where necessary seek professional advice before investing in the securities."

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2.

In the case of non-collateralised securities, the issuer must also disclose that:"The securities constitute general unsecured contractual obligations of the issuer and of no other person. Therefore, if you purchase the securities, you are relying on the creditworthiness of the issuer (and the guarantor) and have no recourse/rights against the corporation which has issued the underlying securities."

III 1.

Expert Statements/Reports Where the prospectus includes a statement purporting to be made by an expert, there shall be included a statement (a) Specifying the qualifications of such an expert and whether such an expert holds any securities in the issuer corporation, any member of the issuer's group or has the right to nominate persons to subscribe for securities in the issuer corporation or any member of the issuer's group and, if so, a full description thereof; (b) (c) Whether such an expert holds any securities in the issuer of the underlying securities or any member of the issuer's group; and That the expert has given consent to the issue of the prospectus with the expert's statement included in the form and context in which it is included and the date on which the expert's statement was made.

IV 1.

Information on the Issuer Description of the issuer, its subsidiaries and, where applicable, the guarantor or the risk manager, including its history and business, its directors and management, its experience in the issuance and management of warrants and other equity derivatives.

2.

In the case of a non-collaterialised issue, there shall be disclosed the published audited consolidated financial statements for the past five (5) financial years.

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3.

In the case of a collateralised issue, the published audited financial statements for the past one (1) financial year.

4.

Where the date of issue of the prospectus within 15 months of the last audited accounts, the last audited accounts, together with the latest quarterly and quarterly cumulative financial statements available, including explanatory notes thereof, shall be disclosed in the prospectus.

5.

Where the issue is a non-collateralised security, a description of the issuer's activities in relation to its use of such securities, e.g. call warrants, options & futures, swaps and similar instruments covering the following:(a) (b) The purpose for which such instruments are used; The hedging strategy to be employed and its internal risk management set up to mitigate the risk arising such as market risk, credit risk, concentration risk and operational risk. If an outside risk manager has been appointed to supervise the risk management process, the terms and conditions of the agreement or guarantee should be clearly specified; (c) The role of senior management in the supervision of the risk management process including the functions and independence of its risk management, credit, finance, internal audit and compliance units; and (d) The imposition and monitoring of trading and credit limits, which includes the procedures and authorisations necessary for such limits to be exceeded and the procedures in relation to and action which would be taken if such limits are exceeded without due authority.

6.

Where the issue is a collateralised security, the issuer is required to detail the proposed security arrangement and submit the name of a proposed trustee or custodian of the underlying securities.

7.

A statement setting out whether or not the issuer (or another person appointed by the issuer) will act as market maker for the issue sought for listing. Where the issuer (or another person appointed by the issuer) will not be acting as market maker for

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the issue sought for listing, this is to be stated, together with an explanation in the risk section of the additional risks (liquidity) to an investor of the fact there will be no market makers for the issue concern. 8. In addition to other matters regarding material litigation and arbitration, there shall be disclosed any other litigation, arbitration or claims of material importance pending or threatened against the issuer or any member of the issuer's group which has or will have a material effect on the ability of the issuer to meet its obligations under the issued securities. 9. The issuer shall disclose any agreement, arrangement or understanding (direct or indirect) in place at the date of issue between the issuer and any member of the issuer's group (meaning the issuer and any of the issuer's holding companies, subsidiaries and fellow subsidiaries and any associated company of any of them) and any substantial shareholder of the corporation whose securities underlie the derivative security. V 1. Information on the Terms and Conditions of the Derivative Products The prospectus shall set out in detail the terms and conditions of the securities including but not limited to the following:(a) (b) The amount of the issue including the total number of units, which have been or will be issued; A full description of the nature of the securities, i.e. single or basket, exercise style (American or European), underlying securities and settlement method; and (c) A summary of the terms of the securities including the issue price, strike price, exercise period, the date of expiry or maturity, the implied volatility, gearing, effective gearing and premium. 2. Where the underlying instrument is a basket of securities, the prospectus shall disclose the relevant weightings of each underlying securities in the basket.

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3. 4.

The issue price or offer price of the securities. A description of all applicable exercise rights including:(a) (b) Automatic exercise at the expiry of the exercise of the securities; In relation to physical settlement, the delivery of an exercise notice and payment of the exercise price and a statement of the period in which the issuer may deliver the underlying by electronic transfer to the holder following a valid exercise; (c) (d) The maximum number of securities which the issuer are obliged to transfer upon exercise of the securities, e.g. call warrants; In relation to cash settlement, to clearly state the method of calculating the settlement amount and the period in which the issuer may deliver the requisite cash settlement amount. Also a statement of the issuer's obligation to provide for automatic exercise upon expiry or maturity of the warrants; and (e) The period during which the securities, e.g. call warrants, in issue may be exercised and the date when the securities mature or expires.

5. 6.

The rights of the holders of the securities on the liquidation of the issuer. A description of any other rights other than those stipulated in any other paragraph above conferring rights on the holder of the securities.

7.

A description of the time limit on the validity of any claims relating to the payment or delivery obligations of the issuer.

8.

The names and addresses of any agents related to the issue including and not limited to, any paying agent, calculation agent and registrar.

9.

A description of how notices will be published.

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VI 1.

Risks Factors Risks involved in purchasing the securities. The risks involved includes but are not limited to all risks relating to the securities such as volatility risk, liquidity risk (especially if no market making is undertaken) and all other risks which are material for an investor to make an informed decision in respect of investing in the securities.

2.

Risks associated with market disruption and settlement disruption events in relation to the underlying security.

3.

Risks associated to events affecting the securities including but not limited to adjustments of rights/bonus issue of the underlying, insolvency, litigation and merger events of the underlying.

4. 5.

Risks associated with any termination events of the issue by the issuer. For a collateralised issue, issuer is to state that buyers of the securities are taking on the credit risk of the issuer and to provide its credit rating, if any.

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VII 1.

Information on the Underlying Securities Where the underlying is a listed security or securities, the prospectus shall include the following information in respect of each of the underlying corporation:(a) (b) (c) (d) (e) The nature of the securities and business of the corporation; Description of the underlying including its history and business operations of the underlying subsidiaries; The interests of the directors and key management in the securities of the underlying corporation; The published audited consolidated financial statements for the past five financial years and the latest quarterly results (where relevant); The date of and arrangement for adjusting the amount payable on the exercise of such rights or the entitlement due upon exercise to (where applicable) take account of any rights issue, bonus issue, sub-division, consolidation or other alteration to the share capital of the underlying corporation; (f) (g) (h) The rights (if any) of the holders of securities to participate in any distribution and/or offers of further securities made by the underlying corporation; The rights (if any) of the holders of securities on the liquidation of the underlying corporation; and Market statistics of the securities:(i) (ii) (iii) (iv) The quarterly highest and lowest market prices of the securities and the KLSE Composite Index for the past five (5) years; The closing price and 5-day volume weighted average price preceding the date of the issue of the prospectus; The market capitalisation based on the latest closing price preceding the date of the issue of the prospectus; The price-earnings multiple based on latest closing price preceding the date of the ssue of the prospectus and the latest published audited i results;

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(v)

The dividend yield based on latest closing price preceding the date of the issue of the prospectus and the latest annual dividend that was declared and paid.

(i)

Any other matters which may reasonably be expected to be within the knowledge of professional advisers that potential investors may reasonably expect to consult in respect of the underlying securities.

Note Issuers and advisers shall also take note of the following in respect of disclosure requirements for call warrants:(a) The term "securities" as defined above includes debentures, stocks or bonds issued or proposed to be issued by any government; shares in or debentures of a body corporate or an unincorporated body and include any right, option or interest in respect thereof. As such, where the term securities appear in the guidelines, issuers and adviser must ensure that securities should encompass both those securities issued/to be issued by the issuer and the underlying securities relating thereto. One such area is paragraph 17(a) of Chapter 1. (b) In respect of fully collateralised issue, the risk factors could, if deemed reasonable, be restricted to the underlying securities and to the investment in the derivative products, e.g. call warrants, and not to the issuer.

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CHAPTER 25: 1.

APPLICATION FOR SECURITIES

The prospectus shall contain instructions/procedures about how to apply for the securities pursuant to the prospectus and how to complete applications. The instructions/procedures shall contain terms and conditions for application, specific steps/measures to be complied with in relation to the various modes of application for securities, e.g. automated teller machines, internet and/or physical applications and any relevant statements of disclaimers in respect of the application.

2.

The addresses where completed applications shall be sent should be set out in the prospectus, as well as a statement as to whom payments shall be made payable.

3.

The prospectus shall disclose the minimum number of securities that can be applied for and the multiples of additional securities for which investors may apply.

4.

The prospectus must state whether directors reserve the right to extend the closing date.

5.

The application form must be identifiable with the prospectus to which it relates and warn investors against signing the form without having read and understood the prospectus. statements:(a) (b) (c) (d) The name of the corporation and registration number; The date of the prospectus to which it relates; The expiry date of the prospectus; Words to the effect that, in accordance with the requirements of the Securities Commission Act 1993, the application form shall not be circulated unless accompanied by the prospectus; and (e) Words to the effect that investors shall have read the prospectus before completing the application form. Accordingly, the application form must contain the following

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6.

Since investors will forward the application to the issuing house/placement agent(s), it is important that they retain all information contained in the body of the prospectus for future reference. In respect of an application form, the form shall not contain any investment information that is not also contained in the body of the prospectus.

7.

Where applicable, the corporation shall allocate all excess securities in respect of any subscription on a fair and equitable basis. and equitable manner. In this respect, the prospectus shall contain a statement that the allocation of the excess securities will be made on a fair

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CHAPTER 26: 1.

PROSPECTUS REGISTRATION

The registrable copy of the respective English and Bahasa Malaysia prospectus shall be submitted to the SC at least three (3) clear market days prior to registration date. Should the registrable copy of the prospectus be submitted less than the abovementioned prescribed period, there shall be no assurance of registration on the intended date.

2.

All reports and letters, e.g. Reporting Accountants' report and letters, Directors' report and other experts' report, contained in the registrable copy (printer's proof) of the prospectus, shall be of original or certified true copies and shall be dated and signed. In the case of certified true copies, there shall be disclosed the identity and position of the person certifying the said documents.

3.

The registrable copy of the prospectus shall be accompanied, amongst others, by the following:(a) (b) (c) (d) An application for registration of the prospectus; Any fees payable for registration; Directors' Responsibility Statement for the prospectus and, where applicable, the offeror's responsibility statement; In the event the Directors' Responsibility Statement for the prospectus is signed by an agent or alternate director, there shall be clear reference made to the responsibility statement of such fact; (e) (f) Original written authorisations by directors appointing any agents to sign the responsibility statement on their behalf; Original copies of all letters of consent, e.g. experts' consent. The consent letter is to be addressed to the issuer/offeror (where applicable). In addition, the consent letter is to be dated close to the date of registration and issue of the prospectus; (g) (h) Copy of letter of approval from any other relevant authorities; Memorandum and Articles of Association and the certificate of incorporation of the corporation;

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(i)

Certified copies of all material contracts disclosed in the prospectus and, in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts;

(j) (k) (l) (m) (n)

Certified copy of the underwriting agreement; A copy of the Application Form in English and Bahasa Malaysia; An additional registrable copy of the prospectus for lodgment with the Registrar of Companies; Letter of confirmation from the adviser that the registrable copy of the prospectus has incorporated all changes as required; Letter of confirmation from the adviser that the printed copy of the prospectus will be the same as the registrable copy of the prospectus registered with the SC;

(o)

Letter of confirmation from the adviser that the electronic copy of the prospectus will be the same as the registrable copy of the prospectus registered with the SC;

(p) (q) (r)

Letter of confirmation from both the adviser and the Board of Directors of the corporation in respect of the translation of the prospectus; A soft copy of the registrable prospectus in `PDF' format; and A copy of the summary advertisement of the prospectus to be included in a widely-distributed Bahasa Malaysia newspaper and English newspaper.

Chapter 26 - Page 2

Prospectus Guidelines

- Abridged Prospectus

Revised Edition: 1 April 2003 Effective Date: 1 May 2003

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Abridged Prospectus

TABLE OF CONTENTS Chapter 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Contents General Cover Page Inside Cover / First Page Definitions / Table of Contents / Corporate Directory Details of Rights Issue Instructions for Acceptance, Payment and Excess Application Purpose of Rights Issue and Utilisation of Proceeds Risk Factors Financial Effects of Rights Issue Future Prospects Working Capital, Borrowings , Contingent Liabilities and material commitments Shareholders' Undertakings and Underwriting Arrangements Specific Classes of Securities Specific requirements for Acquisition of Foreign Securities and Assets Acceptance of Securities Appendices Extract of Ordinary Resolution(s) Passed I Information on the Corporation/Group II Valuation Certificate III Profit Estimate and Forecast IV Proforma Balance Sheet V Audited Accounts VI Unaudited Financial Statements VII Directors' Report VIII Experts' Report IX Additional Information X Abridged Prospectus Registration

17

CHAPTER 1: I 1. General

GENERAL

These Guidelines provide the requirements as to the information that the Securities Commission (SC) considers necessary for inclusion in an abridged prospectus. These guidelines are general in nature but shall not be viewed as the sole criteria for disclosure in abridged prospectuses. Any of the persons set out in Section 57(1) of the Securities Commission Act 1993 (SCA), eg. directors, promoters, advisers and experts, have the primary obligation and liability in relation to the content of abridged prospectuses and they shall ensure that any or all information necessary for an assessment of the securities offered by the prospectus is disclosed. These prospectus guidelines supercede the SC's previous Guidelines on Contents of Prospectus for Debentures in relation to offering of debentures.

2.

Save for the requirements as set-out in Appendix VII and Appendix VIII, the cut-off date for information to be disclosed in abridged prospectus shall be as at the latest practicable date available

1

prior to the issue of the prospectus.

Preparers of

abridged prospectus herein are advised as to strictly observe any significant changes and new matters arising affecting the content of the abridged prospectus and the need to update the abridged prospectus via a supplementary prospectus should the need arise. 3. The abridged prospectus

2

shall be legible and appear in type size of not less than

eight-point Times. All pages in the abridged prospectus must be numbered and any blank or partly blank pages shall contain a statement that the page has been intentionally left blank.

1 2

`Latest practicable date' is a date whereby the information disclosed shall remain relevant and current as at the date of issue of the prospectus. `Prospectus' is defined in Section 35 of the Securities Commission Act 1993.

Chapter 1 - Page 1

4.

A notice/advertisement published in respect of the abridged prospectus shall state the following:(a) (b) (c) (d) That the abridged prospectus in relation to the rights issue has been registered; The date of the abridged prospectus; Where a copy of the abridged prospectus can be obtained; That any issue of securities to which the abridged prospectus relates will only be made on receipt of a form of application referred to in, and accompanying a copy of, the abridged prospectus; (e) (f) (g) (h) (i) (j) (k) (l) (m) Brief details of the rights issue; Brief details of the corporation's incorporation and share capital; Brief details of the principal activity(ies) of the corporation; Details of the Board of Directors; Name of the adviser, managing underwriter and underwriters; Important and relevant dates/times for sale and transfer, acceptance and payment and excess application and payment; To whom should the payment for the rights issue be made; The dates when the abridged prospectus and the Rights Subscription Form would be dispatched; and A statement to say that the abridged prospectus has been registered by the Securities Commission. A copy of this abridged prospectus, together with the Rights Subscription Form, has also been lodged with the Registrar of Companies, who takes no responsibility for their contents.

5.

All reports and letters, e.g. Auditors' letter, Directors' report, Valuation Certificate and other experts' report, contained in the registrable copy (printer's proof) of the prospectus, shall be of original or certified true copies and shall be dated and signed.

6.

The SC may require disclosure of such additional information as may be considered appropriate in any particular case.

Chapter 1 - Page 2

II 7.

Procedures The SC will employ a post-vetting regime in regard to the registration of abridged prospectuses. Under this regime, the SC undertakes to register the registrable copy of the abridged prospectus within seven (7) clear market days after submission of the regis trable copy to the SC. Issuers must note that, in the event the registered abridged prospectus does not comply with, or is not prepared in accordance with, any requirement or provision of the SCA, the AP contains a statement or information that is false or misleading, the AP contains a statement or information from which there is a material omission; or the issuer has contravened any provision of the securities laws or the CA, the SC may issue an order to stop the issue of securities (see Section 54 SCA).

8.

The corporation must ensure that, prior to registration, all issues regarding application for waivers and/or clarification of the AP Guidelines have already been addressed. Any application for waiver in respect of the contents of the AP shall be submitted at least fourteen (14) clear market days prior to the intended date for submission of the registrable copy of the abridged prospectus.

9.

The corporation shall provide three (3) copies of the registrable abridged prospectus together with a completed compliance schedule for registration. The registrable copies shall be submitted to the SC at least five (5) clear market days before the book-closure date for the offering.

10.

A listed company undertaking a rights issue to which this abridged prospectus relates is required to publish an advertisement of a summary of the abridged prospectus in at least one widely -circulated newspaper.

III

Statutory Requirements

Chapter 1 - Page 3

11.

If the abridged prospectus contains statements or reports by experts, the date of each statement or report and whether or not it was prepared for incorporation in the abridged prospectus must be stated. The experts are required to provide written consents (before the issue of the abridged prospectus) to the inclusion of statements or reports made by them or to statements in the abridged prospectus based on statements or reports made by them. The abridged prospectus must state that the expert has given his/her consent and has not subsequently withdrawn the consent.

12.

An abridged prospectus, in addition to complying with the requirements of the Securities Commission Act 1993 (SCA), must comply with the information set out herein.

13.

The abridged prospectus must include all such information that investors and their professional advisers would reasonably require, and reasonably expect to find in the abridged prospectus, for the purpose of making an informed assessment of the following:(a) (b) (c) (d) (e) (f) (g) Assets; Liabilities; Financial position; Profits and losses; Prospects; Rights attaching to the securities; and Merits of investing in the securities and the extent of the risk involved in doing so.

14.

In amplification of the requirements in the above paragraph, the information to be included must be such information which is within the knowledge of directors, promoters and principal advisers as well as stockbroker, sharebroker, underwriter, auditor, banker, advocate, valuer and other professional advisers/experts or any other persons named in the prospectus with their consents.

15.

In determining what information is required to be included in the abridged prospectus, regard shall be had to the following:-

Chapter 1 - Page 4

(a) (b) (c)

The nature of the securities and business of the corporation; The persons likely to consider acquiring such securities; The fact that certain matters may reasonably be expected to be within the knowledge of professional advisers whom potential investors may reasonably expect to consult; and

(d)

Whether the persons to whom an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities is to be made are the holders of securities in the issuer, and, if they are, to what extent (if any) relevant information has previously been given to them by the issuer under any law, any requirement of the rules or listing requirements of the stock exchange, if applicable, or otherwise.

Chapter 1 - Page 5

CHAPTER 2: 1.

COVER PAGE

The following particulars about the corporation:(a) (b) (c) (d) Full name of the corporation; Place of incorporation; Statute under which it was incorporated; and Registration number of the corporation.

2. 3.

The date of the abridged prospectus. Details of the issue, including the following:(a) (b) Number, type and par/nominal value of securities being issued/offered, and the basis of allotment; and Price of the securities being issued.

4. 5.

Name of adviser/lead arranger and managing underwriter/underwriter. Names of Trustee, Guarantors (if any) and rating(s) for the debentures issued, where applicable.

3

to be

6.

The abridged prospectus shall contain the following statements, to be in a different colour from the rest of the abridged prospectus:(a) "THIS DOCUMENT IS IMPORTANT" (to appear in bold) "If you are in any doubt as t the action you should take, you o should bold). (b) "A copy of this abridged prospectus has been registered with the Securities Commission. A copy of this abridged prospectus, together with the Rights Subscription Form, has also been lodged with the Registrar of Companies who takes no responsibility for their contents." consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately" (to appear in

3

`Debenture' is defined in Section 2 of the Securities Commission Act 1993.

Chapter 2 - Page 1

(c)

"Approval has been or will be obtained from the Kuala Lumpur Stock Exchange for the listing of and quotation for all the new securities arising from this rights issue and such new securities will be admitted to the Official List of the Kuala Lumpur Stock Exchange and official quotation will commence after receipt of confirmation from Malaysian Central Depository Sdn Bhd that all the Central Depository System accounts of the entitled holders have been duly credited and notices of allotment have been despatched to the entitled holders." It is to be noted that, where an abridged prospectus states or implies that an application has been or will be made for permission for the securities offered to be listed for quotation on the official list of a stock exchange or other similar exchange outside Malaysia, any allotment made on an application to subscribe for securities in pursuance to the prospectus shall be void if the permission is not applied for in the form for the time being required by the stock exchange before the third day on which the exchange is open after the date of issue of the prospectus or the permission is not granted before the expiration of six (6) weeks from the date of issue of the prospectus or such longer period as may be specified by the SC, provided that the applicant is notified by, or on behalf of, the exchange within the six (6) weeks or such longer period as may be specified by the SC. Where permission has not been applied for, or has not been granted by the exchange as mentioned above, the corporation shall forthwith repay without interest all monies received from the applicant.

(d)

"Neither the Kuala Lumpur Stock Exchange nor the Securities Commission takes any responsibility for the correctness of statements made or opinions expressed herein. Admission to the Official List and quotation of the said new securities are in no way reflective of the merits of the rights issue."

Chapter 2 - Page 2

(e)

"All the documentation relating to this rights issue has been seen and approved by the directors of the corporation and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after having made all reasonable inquiries, and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement in these documents false or misleading."

(f)

"The [name of adviser/lead arranger], being the Adviser, acknowledges that, based on all available information, and to the best of its knowledge and belief, this abridged prospectus constitutes a full and true disclosure of all material facts concerning this rights issue and are satisfied that any profit and/or cashflow estimate/forecast and/or projections (for which the directors of the corporation are fully responsible) prepared for inclusion in the prospectus have been stated by the directors after due and careful enquiry and have been duly reviewed by the Reporting Accountants."

7.

Where applicable, the abridged prospectus shall contain the following statement:"The directors hereby accept full responsibility for the profit and/or cashflow estimate/forecast and/or projection(s) included in this prospectus and confirm that the profit and/or cashflow estimate/forecast and/or projection(s) have been prepared based on assumptions made."

8.

Important relevant dates, being the last date and time for (a) (b) (c) (d) Sale; Transfer; Acceptance and payment; and Excess application and payment.

(to be in a different colour from the rest of the abridged prospectus)

Chapter 2 - Page 3

CHAPTER 3: INSIDE COVER / FIRST PAGE 1. The abridged prospectus shall state the following:"The Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange has approved the issuance and listing of this rights issue and that the approval shall not be taken to indicate that the Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange recommends the rights issue." "The Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange shall not be liable for any non-disclosure on the part of the corporation and takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this abridged prospectus. SHAREHOLDERS/INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, SHAREHOLDERS/INVESTORS WHO ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY." "The valuation approved or accepted by the Securities Commission shall only be utilised for the purpose of the corporate proposals submitted to and approved by the Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange, and shall not be c onstrued as an endorsement by the Securities Commission and (where applicable) the Kuala Lumpur Stock Exchange on the value of the subject assets for any other purposes".

Chapter 3 - Page 1

CHAPTER 4:

DEFINITIONS DIRECTORY

/

TABLE

OF

CONTENTS

/

CORPORATE

The abridged prospectus shall be properly structured, with the relevant sections and headings, for ease of reference and cross reference. I 1. II 1. Definitions A glossary of abbreviations and technical terms shall be provided. Table of Contents There shall be a table of contents, listing all sections and subsections of the abridged prospectus. III 1. Corporate Directory The abridged prospectus shall contain the following details of persons connected with the issue of the prospectus:(a) Names, nationalities, addresses and professions of all directors (including executive and non-executive directors). To specify which are independent directors. (b) (c) (d) (e) Names, designations and directorships of audit committee members. Names, addresses and membership numbers of company secretaries. Addresses and telephone numbers of the corporation's registered office, head/management office, e-mail, website and transfer office (if different). Names, addresses, telephone numbers and membership numbers of the following parties, where applicable:(i) (ii) (iii) (iv) (v) Auditors; Reporting Accountants; Solicitors; Valuers; Principal Bankers;

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(vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) 2.

Issuing House; Registrar; Adviser/Sponsor and Managing Underwriter; Underwriters; Rating agency; Trustee; Guarantor(s); Syariah Adviser; Paying Agent; Facility Agent; and Authorised Depository Institutions.

There shall be disclosed the names and addresses of expert(s) who prepared reports or excerpts or summaries thereof which are included in the abridged prospectus.

3.

There shall be disclosed the n ame(s) of stock exchange(s) where securities are already listed and the listing sought in relation to the prospectus.

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CHAPTER 5: 1.

DETAILS OF RIGHTS ISSUE

The abridged prospectus shall contain the following information:(a) The particulars, terms and conditions of the rights issue as approved by the relevant authorities together with the dates of approvals and the compliance thereof; (b) (c) The price of the rights issue and the basis for determining the price; Where listing is sought for securities which will not be identical with securities already listed:(i) A statement of the rights as regards dividends, interests, capital, redemption and voting attached to such securities and as to the rights of the corporation to create or issue further securities to rank in priority thereto or pari passu therewith; and (ii) (d) A summary of the consents necessary for the creation of such rights. If the share capital of the corporation is divided into different classes of securities, the abridged prospectus shall disclose the right of voting at meetings of the corporation conferred by, and the rights in respect of capital and dividends attached to the several classes of securities respectively; and (e) Details of any other intended corporate exercise/scheme which has been approved.

2.

The following terms and conditions must be disclosed for any offering of debentures:(a) (b) (c) (d) (e) Type and nominal amount of debentures* ; Ranking of debentures; Issue price; Interest/coupon/profit rate; Minimum subscription required of the debentures in order to satisfy the objectives of the issue, offer or invitation (to include procedures for refund if this requirement is not met); (f) (g) (h) Tenor of the debentures; Form and denomination of debentures on issuance; Underwriting arrangements;

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(i) (j) (k) (l) (m) (n) (o) (p) (q) (r) *

Events of default; Details of any security for the debentures; Rating assigned to debentures (together with a description of the rating); Listing that is sought; Summary of rights conferred upon the holders of debentures; Governing law ­ any special legislation under which the debentures have been created and the choice of jurisdiction in the event of litigation; Repayment terms and frequency of interest/profit payments; Syariah principle and concept adopted (for Islamic debentures); Types of underlying assets of the transaction (for Islamic debentures); and Details of any sinking fund requirement. In the case of a shelf prospectus issued under a shelf registration scheme, this information shall be in relation to the maximum amount of debentures proposed to be issued, offered or invited during the validity/effective period of the prospectus.

If the debentures are convertible into equity or are issued with warrants, whether or not detachable, the following detailed information shall be made available in the prospectus:(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Mode of conversion; Conversion period; Conversion ratio; Conversion price; Number of warrants; Price of warrants; Rights attached to warrants; Warrant exercise period; Warrant exercise price; The effects of the issuance and the conversion on, inter alia, the earnings per share and net tangible assets per share of the company; Details of the proposed utilisation of proceeds from the issuance and conversion; and

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(l)

Any other relevant information which a potential investor will require in regard to the issuance of the convertible debentures.

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CHAPTER 6:

INSTRUCTIONS FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION

1.

The abridged prospectus shall set out details of procedures for acceptance, payment and excess application.

2.

The corporation shall allocate all excess rights shares on a fair and equitable basis. In this respect, the abridged prospectus shall contain a statement that the allocation of the excess shares will be made on a fair and equitable manner.

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CHAPTER 7: 1. 2.

PURPOSE OF RIGHTS ISSUE AND UTILISATION OF PROCEEDS

The abridged prospectus shall detail the purpose of the rights issue. The abridged prospectus shall contain a statement with regard to the following:(a) (b) (c) The gross proceeds of the rights issue; How the said proceeds will be utilised; and The tim e frame for full utilisation.

3.

Proceeds raised from the issue, offer or invitation in respect of debentures cannot be channelled to finance such activities as announced by the National Bond Market Committee (NBMC).

4.

In respect of any property assets and/or corporation whose principle assets comprise property assets acquired by the corporation or any subsidiary of the corporation or proposed to be so acquired, which is to be paid for wholly or partly out of the proceeds of the rights issue, or the acquisition of which has not been completed at the date of the issue of the abridged prospectus, there shall be disclosed (a) (b) (c) (d) (e) (f) (g) (h) Particulars of the property assets; Description/Existing use; Method(s) of valuation; Market value/valuation date; A valuation certificate as set out herein under Chapter 16 Appendix III of this Guidelines; Intended use; Names and addresses of the vendors; and Amount payable in cash or shares to the vendor and, where there is more than one vendor to specify separately the amount so payable to each vendor and the premium paid/payable.

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5.

In respect of any corporation/business acquired or proposed to be acquired by the corporation/group, which is to be paid for wholly or partly out of the proceeds of the rights issue, an Accountants' Report of the subject corporation/business acquired or to be acquired shall be prepared. The report shall deal with (a) the income statement in respect of each of the five (5) financial years immediately preceding the last date to which the accounts were made up; and (b) the balance sheet for each of the past five (5) financial years immediately preceding the last date to which the accounts were made up. In the case where the acquisition or proposed acquisition resulted or will result in a significant change in business direction of the acquiring corporation, the date to which the accounts were made up (of the subject corporation/business acquired or to be acquired) shall not, in any case, be more than six (6) months prior to the issue of prospectus.

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CHAPTER 8: 1.

RISK FACTORS

The abridged prospectus must contain information about risks associated with investing in the corporation and the group and, where applicable, any acquisition with respect to assets, business or corporation relating to the rights issue. These must include general and specific risks relating to the above and the industry in which the corporation/group operates.

2.

Any risks disclosed in the abridged prospectus shall be accompanied by a statement of the effect the risk factors may have on the corporation/group together with a detailed discussion of the ability of the risk factors to affect the business, operating results and financial condition of the corporation/group. If possible, the effect shall be quantified.

3.

Any steps taken by the corporation to mitigate or manage the risk factors shall be disclosed. The steps taken could, among others, include the following:(i) Risk management plans and practices to address the major risks relating to the corporation's/group's business, including the risks relating to the breakout of fire, disruptions in water and electricity supply and other emergency risks, which could jeopardise the corporation's operations; and (ii) Management succession plans of the corporation.

4.

Where the rating for debentures offered is below investment grade, the extent of the credit risks of such debentures shall be disclosed.

5.

The material risks set out below are only a guide to some of the types of risks that may apply to a corporation but the list is not exhaustive. The corporation has an obligation to disclose any other material risks, contingent or otherwise, not mentioned below:(a) (b) (c) Risks associated with the nature of business of the corporation/group; Risks associated with any investment activities undertaken by the corporation/group; Risks associated with any borrowings either domestic or foreign;

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(d) (e)

Risks associated with investing in a new or relatively new venture if the corporation has no operating history or its history is limited; Risks associated with its products/services if the corporation is developing markets for its products/services or acceptance of its products/services is yet to be proven;

(f) (g)

Risks resulting from lengthy sales cycles or seasonal sales; Risks of dependency on particular suppliers/customers, indirect distribution channels for products, maintaining licence agreements and failure of ongoing relationships;

(h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s)

Risks associated with any foreign operations which may include currency fluctuations, trade restrictions, sovereignty, political and economic risks; Risks associated with dependence on key personnel; Risks associated with dependence on protection of intellectual property; Risks associated with security and system disruptions; Risks associated with breakout of fire, energy crisis and other emergency risks which could jeopardise the company's operations; Risks associated with assets not covered or adequately covered by insurance; Risks of rapid or over-expansion of a corporation's business or rapid development of technological change; Risks of competition from existing competitors and new entrants; Risks associated with dependency on particular products, markets, or geographical locations; Risks associated with economic conditions and cycles that are significant or peculiar to the business; Risks associated with the control of the corporation by a/some shareholder(s); Risks relating to any form of government control or regulation, including government funding, grants or subsidies, tariff protection and environmental regulations that, when changed, have financial consequences on the corporation;

(t)

Risks associated with any legal uncertainties concerning the corporation's business or operations or contractual agreements;

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(u) (v)

Risks associated with the technology used or to be used by the corporation; Risks relating to financial performance which may include, but not be limited to (i) (ii) (iii) covenants under borrowing-facility agreements which limit the corporation's/group's operating and financial flexibilities; foreseeable capital commitments; and indebtedness; and

(w)

Risks associated with the environment.

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CHAPTER 9:

FINANCIAL EFFECTS OF RIGHTS ISSUE

The abridged prospectus shall detail out the financial effects arising from the rights issue. The information to be disclosed shall include, but not be limited to, the following:1. Changes in share capital upon completion of the rights issue and any other intended corporate exercise/scheme. 2. The net tangible asset per share of the corporation/group as at the date of the last audited accounts and after the rights issue and other intended corporate exercise/scheme. 3. The basic and diluted earnings per share (to be computed based on approved accounting standards) of the corporation/group before and after the rights issue and any other intended corporate exercise/scheme (if profit estimate/forecast is provided). 4. 5. Dividends and dividends per share (if profit estimate/forecast is provided). Gearing ratios before and after the rights issue.

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CHAPTER 10: 1.

FUTURE PROSPECTS

The abridged prospectus shall contain a statement of the financial and trading prospects of the corporation/group, as the case may be, together with any material information which will be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the abridged prospectus and which are unlikely to be known or anticipated by the general public and which could materially affect profits.

2.

There must also be a statement giving an analysis of the financial condition and operations of the corporation/group, in particular, with regard to the following:(a) Any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the corporation's/group's liquidity increasing or decreasing in any material way; (b) (c) Any material commitments for capital expenditure, the purpose of such commitments and the source of fundings; Any unusual, infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from operations and the extent to which income was so affected; (d) Any known trends or uncertainties that have had, or that the corporation reasonably expects will have, a material favourable or unfavourable impact on revenues or operating income; and (e) Where there has been a substantial increase in revenues, state the extent to which such increase is attributable to an increase in prices or an increase in the volume or amount of goods or services being sold or to the introduction of new products or services.

3.

The abridged prospectus must also contain a description of the industries in which the corporation and its subsidiaries are involved, and the future outlook of such industries, along with an overview of the prospects of the corporation and its subsidiaries in the light of the same.

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CHAPTER 11:

WORKING

CAPITAL,

BORROWINGS,

CONTINGENT

LIABILITIES AND MATERIAL COMMITMENTS 1. There shall be disclosed in the abridged prospectus:(a) A statement by the directors as to whether, in their opinion, the working capital available to the corporation/group will be sufficient for a period of 12 months from the date of issue of the prospectus and, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary to meet liabilities as and when they fall due; (b) A statement of total outstanding borrowings, broken down into long-term and short-term, interest-bearing and non-interest-bearing; and for all foreign borrowings, to be separately identified with the corresponding foreign currencies amount. There shall also be disclosed a statement as to whether there have been any default on payments of either interest and/or principal sums in respect of any borrowings throughout the past one (1) financial year and the subsequent financial period thereof, if any, immediately preceding the date of the prospectus; (c) (d) A statement of all contingent liabilities; and Any material commitments for capital expenditure, the purpose of such commitments and the source of fundings.

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CHAPTER 12:

SHAREHOLDERS' ARRANGEMENTS

UNDERTAKINGS

AND

UNDERWRITING

1.

If there are irrevocable written undertakings to subscribe in full the respective entitlement with respect to the rights issue, the following shall be disclosed:(a) (b) (c) Name; Number of securities and percentage of existing issued and paid-up capital held in the corporation; and Number and percentage of securities entitled under the rights issue.

2.

In relation to the open portion of the rights-issue securities, the abridged prospectus must contain the following information:(a) (b) (c) Number and percentage of rights-issue securities; Underwriting arrangements; and Underwriting commission and who bears it.

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CHAPTER 13: 1.

SPECIFIC CLASSES OF SECURITIES (IF APPLICABLE)

In the case of a corporation which offers shares which are to be allotted as partly paid, the abridged prospectus must disclose the following:(a) (b) The provisions in the corporation's Articles which deal with liability for calls and forfeiture relating to those shares; and A prominent statement to the effect that "If the corporation is wound up, members who hold shares which are not fully paid may be liable to contribute an amount up to the amount unpaid on the shares in order to pay the corporation's debts and expenses of the winding up. This may also apply to members who have ceased to be holders of partly -paid shares within one (1) year of commencement of the winding up".

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CHAPTER 14:

SPECIFIC REQUIREMENTS FOR ACQUISITIONS OF FOREIGN SECURITIES AND ASSETS

Other than those information required to be disclosed in these guidelines, there shall be disclosed the following information in respect of acquisitions of foreign securities and assets. 1. Where the acquisition is that of securities of a foreign company, the dividend policy of the company and the expected dividend income to be received by the Malaysian public company; 2. Effects of resultant foreign equity ownership, prospective earnings per share and proforma net tangible assets per share (based on the latest audited accounts) of the Malaysian public company on completion of the proposed acquisition; 3. Specific investment risks involved in the proposed acquisition and the appropriate course of action that will be developed to reduce or manage the risks; 4. An accountants' report certifying, in Malaysian ringgit terms, the accounts of the foreign companies and/or assets proposed to be acquired. The report, prepared by a firm of public accountants registered in Malaysia, must be in accordance with International Accounting Standards approved for operation in Malaysia; 5. Valuation Certificate prepared by independent qualified valuer registered in Malaysia on the market values of the foreign property assets proposed to be acquired. A joint valuer, recognised professionally in the country where the property assets are located, may be engaged, if necessary; 6. Experts' report, prepared by industry experts, on the fairness of the total purchase consideration for the foreign securities/assets proposed to be acquired;

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7.

Experts' report on the host country pertaining to policies on foreign investments and repatriation of profits as well as expected time-frame in which profits are to be repatriated to Malaysia; and/or

8.

Relevant legal opinion from reputable law firms on ­ (a) (b) (c) the ownership of title to the securities/assets in the foreign jurisdiction; the enforceability of agreements, representations and undertakings given by foreign counter-parties under relevant laws of domicile; and other relevant legal matters.

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CHAPTER 15: 1.

ACCEPTANCE OF SECURITIES

There shall be instructions on how to apply for the securities pursuant to the abridged prospectus and how to complete the rights subscription and excess application form.

2.

The addresses where completed rights subscription and excess application form shall be sent, shall be set out in the abridged prospectus, as well as a statement as to whom payments shall be made payable.

3.

The rights subscription and excess application form must be identifiable with the abridged prospectus to which it relates and warn investors against applying without having read and understood the abridged prospectus. Accordingly, the application form must contain the following statements (a) (b) (c) the name of the corporation and registration number; the date of the abridged prospectus to which it relates; words to the effect that, in accordance with the requirements of the SCA, the application form must not be circulated unless accompanied by the abridged prospectus; and (d) words to the effect that investors shall have read the abridged prospectus before completing the application form.

4.

The rights subscription and excess application form shall not contain any investment information that is not also contained in the body of the abridged prospectus.

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CHAPTER 16:

APPENDICES

Appendix I ­ Extract of Ordinary Resolution(s) Passed The abridged prospectus must contain a certified true extract of the ordinary resolution(s) passed in respect of the rights issue at the extraordinary general meeting of the corporation.

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Appendix II ­ Information on the Corporation/Group The abridged prospectus must contain at least the following information about the corporation and group: 1. 2. 3. History of the business or enterprise. Principal activities. Authorised, issued and paid-up capital and changes therein since the date of incorporation, including the date of allotment, number of shares allotted, consideration given and cumulative issued and paid-up capital and nominal value. 4. Substantial shareholders and their direct and indirect interests in the

corporation/group before and after the rights issue. 5. Names, age, professions, designation, nationalities, addresses of directors and their direct and indirect interests in the corporation before and after the rights issue. 6. Subsidiary and associated corporations ­ names, dates and places of incorporation, issued and paid-up capital, percentage effective interest of the corporation in the subsidiary/associated corporation and principal activities. 7. Profit and dividend record of the corporation/group based on the audited accounts for the past five (5) financial years (if applicable) and the latest unaudited accounts. There shall be a tabulation showing the following:(a) (b) (c) (d) (e) Revenue; Results of operating activities, including finance costs, research and development expense, depreciation, preliminary expenses etc.; EBIDTA - earnings before interest, depreciation, taxation and amortisation; Exceptional items; Share of profits and losses of associated corporations and joint ventures;

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(f) (g) (h) (i) (j) (k) (l)

Profit/loss before tax; Tax expense; Profit/loss from ordinary activities; Extraordinary items; Minority interest; Net profit/loss; and Basic and diluted earnings per share (to be computed based on approved accounting standards).

8.

Share prices (a) The monthly highest and lowest share prices of the corporation as transacted on the relevant stock exchange for the 12 months preceding the date of the abridged prospectus; and (b) The market price of the last deal transacted: (i) (ii) (iii) On the date immediately before the date of announcement of the rights issue; On the latest practicable date before the printing of the abridged prospectus; and On the day prior to the ex-date.

The source of the share-prices shall also be disclosed.

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SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Abridged Prospectus

Appendix III - Valuation Certificate (if applicable) I 1. 2. General This chapter applies to property asset valuations for inclusion in the prospectus. Where valuations on property assets have been carried out for inclusion in the prospectus, such valuations shall be conducted by independent qualified valuers who must ensure compliance with the Guidelines on Asset Valuations issued by the Securities Commission and other relevant and applicable valuation standards/guidelines. 3. Valuations shall be set out in the form of Valuation Certificates with reference made to the relevant valuation reports which must be made available for inspection. II 4. Valuation Certificate The Valuation Certificate shall be signed and dated. It must contain clear, accurate and adequate information which is not misleading to enable investors and their investment advisers to make informed investment decision. 5. 6. The Valuation Certificate may include a property schedule, where necessary. Valuers are expected to adhere to the contents of Valuation Certificate stated hereunder.

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SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Abridged Prospectus

III 7.

Contents of Valuation Certificate The Valuation Certificate shall contain the following information: (a) Basic Requirements:(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (b) Addressee; Nature of instructions; Purpose of valuation; Basis of valuation; Statement to affirm reference to and compliance with relevant and applicable valuation standards/guidelines; Market Value/Summary of Market Value as stated in the property schedule, where applicable; Name(s), qualifications, registration number(s) and signature of valuer(s); and Information on legal opinion, with regard to ownership, joint venture interest, title restrictions, encumbrances etc, where relevant; Property Details Requirements:(i) Identification of Property:· · · · · · (ii) · · · · Details of title/property interest; Address (where applicable); Location of property; Details on tenure; Category of land use; and Registered/beneficial owner; Brief description of land and/or buildings; Land and/or building floor areas; Brief description of its existing use; Relevant planning details;

General Description of Property:-

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· ·

Information specific to the type of property such as timber concessions, hotels, golf courses, etc.; Material contraventions of statutory requirements which may include breaches of land use conditions, violation of building bye-laws for buildings and/or extensions built etc, where relevant;

·

Relevant details of the following documents which have been duly verified, where applicable: Licences/Permits; Land/building leases; Letters from relevant authorities; Planning/layout approval including any material or onerous conditions attached to such consents; Agreements such as joint venture, sale and purchase etc.; Where the property is being tenanted, brief particulars of tenancies together with net annual rent receivable; and Where the property is being developed, details on the stage of completion, pre-let/sale performance and estimated date of completion;

(iii)

Market Value:· Date of valuation:This must be within a reasonable time of the issue of the prospectus and in compliance with para 5 of Appendix IX of this Guidelines; · · Method of valuation; Sources of information relied upon in the valuation which may include experts' reports, contract documents or any other documents; · Any assumptions used (must be stated in bold and where necessary accompanied by an explanation);

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· ·

Any other matters which may materially affect the values and the marketability of the property; Where the property is being developed, the market value in the existing condition and where applicable, the market value upon completion; and

·

Where the valuation involves foreign property assets, the market value shall also be reported in Malaysian Ringgit and the exchange rate at the date of valuation.

The above details may be presented in the form of a property schedule as outlined below:Property Identification General Description of Property Market Value

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Appendix IV - Profit Estimate and Forecast 1. If an abridged prospectus contains profit estimate and forecast, they must be accompanied by appropriate disclosures together with the principal bases and assumptions thereto and the Reporting Accountants' letter thereon. The letter as stated in the abridged prospectus shall be consistent with that submitted pursuant to Section 32 of the SCA. 2. The following (where applicable) shall accompany the profit estimate and forecast:(a) (b) Sensitivity analysis; and Break-even analysis.

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Appendix V - Proforma Balance Sheet 1. A proforma consolidated balance sheet at the last date to which the accounts are made up (where applicable), adjusted for the following:(a) (b) Any acquisitions connected with the proposed rights issue exercise; and Proceeds of the proposed rights issue exercise and proposed utilisation of funds. 2. The abridged prospectus shall also set out the details of such adjustments. Such a proforma will assist investors or analysts in determining the financial effects of the proposal and the notional financial position of the corporation they are being invited to invest in. 3. The proforma must also include information on the following:(a) (b) 4. Net tangible asset (NTA) per share; and Proforma NTA per share.

There shall be notes to the proforma consolidated balance sheet including whether the proforma balance sheet had been prepared on bases and accounting principles consistent with those previously adopted in the preparation of the audited financial statements.

5.

The proforma consolidated balance sheet must be accompanied by a Reporting Accountants'/Auditors' Letter. (a) (b) (c) The Reporting Accountants'/Auditors' Letter shall state their opinion of the following the proforma consolidated balance sheet has been properly compiled on the basis stated; such basis is consistent with the accounting policies of the issuer; and the adjustments are appropriate for the purposes of the proforma consolidated balance sheet.

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Appendix VI - Audited Accounts The latest audited accounts of the corporation and the group, including comparative figures for the previous financial year, as well as the notes to the accounts and the Auditors' Report thereon.

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Appendix VII ­ Unaudited Financial Statements

Where the date of issue of the abridged prospectus is within 15 months of the last audited accounts, there shall be disclosed in the abridged prospectus the last audited accounts together with the latest quarterly and cumulative quarterly financial statements available, including explanatory notes thereof.

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Appendix VIII ­ Directors' Report The abridged prospectus must contain a report by the directors of the corporation stating whether, after due inquiry by them in relation to the interval between the date to which the last audited accounts of the corporation/group have been made up and a date not earlier than 14 days before the date of issue of the abridged prospectus ­ (a) (b) the business of the corporation and its subsidiary corporations/group has, in their opinion, been satisfactorily maintained; there have, in their opinion, arisen, since the last audited accounts of the corporation/group, any circumstances which have adversely affected the trading or the value of the assets of the corporation or any of its subsidiary corporations/within the group; (c) the current assets of the corporation and its subsidiary corporations appear in the books at values which are believed to be realisable in the ordinary course of business; (d) (e) there are contingent liabilities by reason of any guarantees or indemnities given by the corporation or any of its subsidiary corporations; there have been, since the last audited accounts of the corporation/group/where applicable, all corporations which forms part of the proposed group, any default or any known event that could give rise to a default situation, in respect of payments of either interest and/or principal sums in relation to any borrowings in which they are aware of; or (f) there have been, since the last audited accounts of the corporation/group, no changes in the published reserves or any unusual factors affecting the profits of the corporation and its subsidiary corporations/group, and, where any report is required pursuant to this paragraph, the report shall contain full details of all matters required to be dealt with in the report.

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Appendix IX - Experts' Report 1. Where the abridged prospectus contains experts' opinion, there shall be disclosed excerpts from, or summaries of, opinion expressed and conclusions recorded in the reports. 2. Where the debentures offered are based on Islamic principles, excerpts from the Syariah Adviser report should be disclosed in the prospectus. In addition, the qualification and experience of the Syariah Adviser should also be disclosed. 3. Experts' Reports shall be signed and dated within a reasonable time of the issue of the abridged prospectus. This is to ensure that the contents therein are substantially relevant at the time of the issue of the abridged prospectus. 4 The Expert's Report shall state whether the report was prepared for inclusion in the prospectus. 5. If the expert becomes aware of significant changes affecting the content of his/her report, either (a) (b) between the date of the report/the date of valuation in the case of property assets and the issue of the abridged prospectus; or after the issue of the prospectus and before the issue of the securities, then the expert has an on-going obligation to either cause his/her report to be updated for the changes and, where applicable, cause the corporation to is sue a supplementary prospectus, or withdraw his/her consent to the inclusion of the report in the prospectus. Failure to do so will result in the corporation, promoters and the expert being liable for any misleading statements or material omission in the outdated report.

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6.

Care shall be taken by experts in making disclaimers of responsibility in their Experts' Reports. If the disclaimers are so wide as to cause the report to be of little or no beneficial use to investors, then inclusion of the report in the prospectus may itself be misleading.

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Appendix X ­ Additional Information As a minimum, the prospectus must contain the following additional information: 1. A statement that no securities will be allotted or issued on the basis of the abridged prospectus later than 12 months after the date of issue of the abridged prospectus. 2. The number, description and amount of any securities of the corporation which any person has, or is entitled to be granted, an option to subscribe for, together with the following particulars about the option:(a) (b) (c) (d) The period during which it is exercisable; The price to be paid for securities subscribed for under it; The consideration, if any, given or to be given for it or for the right to it; and The names of the persons to whom it or the right to it was granted, provided that, where options have been granted or agreed to be granted to all existing shareholders or holders of debt securities or to any class thereof or to directors and employees under a share option scheme, it shall be sufficient, so far as the names are concerned, to record that fact without giving the names of the grantees. 3. Extracts of the provisions of the Articles of Association relating to the remuneration of directors. 4. The nature of the corporation's business and the names of all corporations which are, by virtue of Section 6 of the Companies Act 1965, deemed to be related to the corporation. 5. The number and amount of securities which within the two (2) preceding years have been issued, or agreed to be issued, as fully or partly paid-up otherwise than in cash, and the consideration for which securities have been issued or are proposed or intended to be issued.

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6.

Full disclosure of all material contracts (including contracts not reduced into writing), not being contracts in the ordinary course of business, entered into within two (2) years preceding the date of the abridged prospectus. The following particulars shall be disclosed in respect of each such contract:(a) (b) (c) (d) (e) Date; Parties; Subject matter; Consideration passing to or from the corporation or any other corporation in the group; and The mode of satisfaction of the consideration.

7.

Full disclosure of all current material litigation and arbitration, including those pending or threatened, and of any facts likely to give rise to any proceeding which might materially affect the business/financial position of the corporation or any of its subsidiary corporations.

8. 9.

Estimated total expenses of the rights issue. The abridged prospectus must contain statement of consents of the relevant parties such as advisers, reporting accountants, issuing houses, registrars, solicitors, external company secretaries, bankers, valuers, underwriters and experts for inclusion in the prospectus of their names and (where relevant) statements and reports in the form and context in which such statements and reports appear, together with a statement that they have not subsequently withdrawn such consent.

10.

If the prospectus or cover contains photographs or illustrations of properties or assets which do not belong to the corporation, the photographs or illustrations shall be accompanied by a statement to the effect that the properties or assets depicted do not belong to the corporation.

Chapter 16 - Page 16

11.

Where reference is made to proposed acquisitions of assets, the stage of the proposal shall be disclosed. For example, whether the proposal is being negotiated, (the stage of negotiations), or whether there is an agreement to purchase or the corporation is holding an option.

12.

If the abridged prospectus contains any invitation to potential investors to contact the corporation for assistance or further information, it must also include a warning that any information relevant to an investment shall be contained in the abridged prospectus.

13.

The abridged prospectus must contain a statement that, for a period of not less than 12 months at a named place in Malaysia or such other place as the SC may determine, the following documents or copies thereof or such other documents as may be required by the SC, where applicable, shall be made available for inspection:(a) (b) (c) The Memorandum and Articles of Association of the corporation; Any Trust Deed/Deed Poll; Each contract disclosed in the abridged prospectus and, in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts; (d) Directors' existing or proposed service contracts with the corporation or any of the corporation's by the subsidiaries, employing excluding corporation contracts without expiring payments or or determinable

compensation (other than statutory compensation) within one (1) year, or an appropriate negative statement; (e) All reports, letters or other documents, balance sheets, valuations and statements by any expert, any part of which is extracted or referred to in the prospectus; (f) (g) (h) Each consent given by experts disclosed in the prospectus; The audited accounts of the corporation and its subsidiaries for each of the two (2) financial years preceding the date of the abridged prospectus; Writ and relevant cause papers in respect of all current material litigation and arbitration disclosed in the abridged prospectus.

Chapter 16 - Page 17

(i) (j) (k)

Latest audited accounts of the corporation and its subsidiaries for the current financial year (where applicable); Irrevocable undertaking letter in respect of subscription of the rights issue; and Such information and documents as are specified in Division 4 of Part IV of the SCA, may be inspected by relevant persons specified therein.

Chapter 16 - Page 18

CHAPTER 17: 1.

ABRIDGED PROSPECTUS REGISTRATION

The corporation shall provide three (3) copies of the registrable abridged prospectus together with a completed compliance schedule for registration. The registrable copies shall be submitted to the SC at least five (5) clear market days before the book-closure date for the offering.

2.

All reports and letters, e.g. Reporting Accountants' report and letters/Auditors' letter, Directors' report and other experts' report, contained in the registrable copy (printer's proof) of the prospectus, shall be of original or certified true copies and shall be dated and signed. In the case of certified true copies, there shall be disclosed the identity and position of the person certifying the said documents.

3.

The registrable copy of the abridged prospectus must be accompanied, amongst others, by the following:(a) (b) (c) (d) An application for registration of the abridged prospectus; Any fees payable for registration; Directors' Responsibility Statement for the abridged prospectus; In the event the Director's Responsibility Statement for the abridged prospectus is signed by an agent or alternate director, there should be clear reference made to the responsibility statement of such fact; (e) (f) Original written authorisation by directors appointing any agents to sign the responsibility statement on their behalf; Original copies of all letters of consents, e.g. experts' consents. The consent letter is to be addressed to the issuer/offeror (where applicable). and issue of the abridged prospectus; (g) (h) Copy of letter of approval from any other relevant authorities; Certified copies of all material contracts disclosed in the abridged prospectus and, in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts; (i) (j) Certified copy of the underwriting agreement; A copy of the rights subscription and excess application form; In addition, the consent letter is to be dated close to the date of registration

Chapter 17 - Page 1

(k) (l) (m)

An additional copy of the abridged prospectus for lodgment with the Registrar of Companies; Letter of confirmation from the adviser that the registrable copy of the abridged prospectus has incorporated all changes as required; Letter of confirmation from the adviser that the printed copy of the abridged prospectus will be the same as the registrable copy of the abridged prospectus registered with the SC;

(n)

Letter of confirmation from the adviser that the electronic copy of the abridged prospectus will be the same as the registrable copy of the abridged prospectus registered with the SC;

(o) (p)

A soft copy of the registrable abridged prospectus in `PDF' format; and A copy of the summary advertisement of the abridged prospectus to be included in a widely-distributed newspaper.

Chapter 17 - Page 2

Prospectus Guidelines

- Supplementary Prospectus

Revised Edition: 1 April 2003 Effective Date: 1 May 2003

TABLE OF CONTENTS Chapter 1 2 3 Contents General Contents Supplementary Prospectus Registration

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

CHAPTER 1: 1.

GENERAL

The Securities Commission Act 1993 requires that prospectuses must contain all information that is known to any of the persons set out in Section 45 of the Securities Commission Act 1993, e.g. directors, promoters and advisers, named in the prospectus with their consents. These prospectus guidelines supercede the Securities Commission's previous Guidelines on Contents of Prospectus for Debentures in relation to offering of debentures.

2.

A supplementary prospectus is required where, between registration of a prospectus and issue of securities, the issuer becomes aware that:(a) A matter has arisen and information in respect of that new matter would have been required to be disclosed in the prospectus if the matter had arisen when the prospectus was prepared; (b) (c) (d) There has been a significant change affecting a matter disclosed in the prospectus; The prospectus contains a material statement or information that is false or misleading; or The prospectus contains a statement or information from which there is a material omission.

3.

The changes requiring a supplementary prospectus can consist of:(a) (b) (c) Changes to the body of the original prospectus; and/or Changes to experts' reports included in the original prospectus; and/or Changes to information in supplementary prospectus (including new reports) previously registered in relation to a particular prospectus. The corporation is required to register a copy of the supplementary prospectus with the Securities Commission (SC) and lodge a copy of the registered supplementary prospectus with the Registrar of Companies.

Chapter 1 ­ Page 1

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

4.

In the case of a supplementary shelf prospectus issued pursuant to the SC (Shelf Registration Scheme for Debentures) Regulations 2 000 (SRS), the declaration by issuers is required to be made in relation to the period between the date of the shelf prospectus and the date of application to the SC for registration of the supplementary shelf prospectus.

5.

The SC may, on the application of the issuer, allow a supplementary shelf prospectus to be registered without containing the following information, provided the issuer undertakes to deliver to the SC a price information sheet containing such information:(i) (ii) (iii) Exact number of debentures; Price of the debentures; and Interest/coupon/profit rate.

In this regard, the issuer shall not issue the debentures until the supplementary shelf prospectus has been registered by the SC. The price information sheet containing the above information must accompany the shelf prospectus as updated by the supplementary shelf prospectus when issued to investors. 6. A shelf prospectus is allowed to disclose an indicative utilisation of proceeds based on the proposed maximum amount of the debentures but the supplementary shelf prospectus should contain information regarding the utilisation of proceeds on an actual basis. 7. If a person applies to subscribe for or purchase securities in a corporation and, before issue of securities, a supplementary prospectus is submitted to the SC for registration, then as soon as practicable after registration, the issuer must:(a) Give a written notice to the applicant or such other notice as may be specified by the SC (i) advising the applicant that a supplementary prospectus has been registered by the SC;

Chapter 1 ­ Page 2

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

(ii) (iii)

giving the applicant no less than 14 days from the date of receipt of the notice an opportunity to withdraw his application; and informing the applicant that, if he withdraws his application, the issuer shall immediately pay to the applicant any moneys that the applicant has paid to the issuer on account of the application; and

(b)

Ensure that the written notice is accompanied by a copy of the supplementary prospectus.

8.

Where a notice/advertis ement is published in respect of a supplementary prospectus, the notice shall state the following:(a) (b) (c) (d) That the supplementary prospectus has been registered; The date of the supplementary prospectus; Where a copy of the supplementary prospectus can be obtained; and That any issue of securities to which the prospectus relates will only be made on receipt of a form of application referred to in and accompanying a copy of the prospectus. The notice/advertisement shall be published in a widely-circulated Bahasa Malaysia newspaper and English newspaper, where relevant. In addition, the written notice together with the supplementary prospectus shall be sent to each applicant.

9.

The corporation shall provide to the SC three (3) copies of the draft supplementary prospectus together with a completed compliance schedule.

10.

The SC will not commence examination of a draft supplementary prospectus unless the prospectus is in its final/complete form materials/documents.

1

and is accompanied by all the relevant

Notwithstanding the above, the SC reserves the right to

return the draft supplementary prospectus if, in the opinion of the SC, the standards of disclosure in the said draft are found to be wanting.

1

`Final/complete form' means the form and context of its contents or in which it appears can be properly ascertained (including all relevant reports).

Chapter 1 ­ Page 3

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

11.

Where a draft has been amended, a like number of further copies shall be submitted to the SC for review. All amendments (including additions and deletions) have to be clearly highlighted, preferably marked to margin. If the applicant has not highlighted the changes or it is found, from perusal, that the corporation has failed to highlight the change(s), the draft of the supplementary prospectus would be returned to the applicant without further examination.

12.

The supplementary prospectus shall be legible and appear in type size of not less than eight-point Times. All pages in the supplementary prospectus must be numbered and any blank or partly blank pages shall contain a statement that the page has been intentionally left blank.

13.

If the supplementary prospectus refers to new material contracts, then the corporation shall submit copies of those material contracts including memoranda of contracts not reduced into writing to the SC.

14.

Every original prospectus that is issued following registration of a supplementary prospectus must be attached with or accompanied by a copy of the supplementary prospectus.

15.

If more than one supplementary prospectus is registered during the currency of a prospectus, then the original prospectus must be issued together with a copy of each supplementary prospectus which has been registered at that particular time in relation to that prospectus.

Chapter 1 ­ Page 4

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

CHAPTER 2: 1.

CONTENTS

The supplementary prospectus must contain the details of the significant new matter or significant change.

2.

The supplementary prospectus must specify/state the following:(a) (b) (c) (d) (e) (f) The full name of the corporation and place of incorporation; Statute under which the corporation was incorporated; Registration number of the corporation; The date of issue; That it has been registered with the SC and lodged with the Registrar of Companies; and That registration does not indicate that SC recommends the security or assumes responsibility for correctness of any statements made or opinions or reports expressed in the original prospectus or supplementary prospectus.

3.

Each page of the supplementary prospectus must contain a clear statement in bold type that states that the document is a supplementary prospectus that is to be read in conjunction with the original prospectus (which must be identified in the supplementary prospectus) and any other supplementary prospectuses.

4.

If the supplementary prospectus contains statements or reports by experts not included in the original prospectus (a) (b) it is required to state the date of each statement or report and whether or not it was prepared for incorporation in the supplementary prospectus; the experts are required to consent to the inclusion of their names and, where relevant, statements or reports made by them or to statements in the supplementary prospectus based on statements or reports made by them; and (c) the supplementary prospectus must state that the expert has given his/her consent and has not withdrawn the consent.

Chapter 2 ­ Page 1

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

5.

If the information in the supplementary prospectus gives rise to new risk factors not covered in the original prospectus, the supplementary prospectus must contain a description of those new risk factors.

6.

The supplementary prospectus must contain or be accompanied by a new application form that is reasonably identical to the original application form, except that it must: (a) (b) refer to the supplementary prospectus which is to accompany the new application form; and contain a feature, such as marking, lettering, colour or other feature which distinguishes the form from the application forms accompanying the original prospectus or previous supplementary prospectuses.

7.

These Guidelines apply only in relation to supplementary prospectuses insofar as they may differ from prospectus requirements. In respect of the main body of the supplementary prospectuses or reports included in supplementary prospectuses, regard shall be given to the respective chapters in the SC Prospectus Guidelines for Public Offerings and Abridged Prospectus to which the new material relates.

Chapter 2 ­ Page 2

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

CHAPTER 3: 1.

SUPPLEMENTARY PROSPECTUS REGISTRATION

The registrable copy of the prospectus shall be submitted to the SC at least three (3) clear market days prior to registration date. Should the registrable copy of the prospectus be submitted less than the above-mentioned prescribed period, there shall be no assurance of registration on the intended date.

2.

All reports and letters contained in the registrable copy (printer's proof) of the prospectus, shall be of original or certified true copies and shall be dated and signed. In the case of certified true copies, there shall be disclosed the identity and position of the person certifying the said documents.

3.

The registrable copy of the supplementary prospectus shall be accompanied, amongst others, by the following: (a) (b) (c) (d) An application for registration of the supplementary prospectus; Any fees payable for registration; Directors' Responsibility Statement for the supplementary prospectus and, where applicable, the offeror's responsibility statement; In the event the Directors' Responsibility Statement for the supplementary prospectus is signed by an agent or alternate director, there shall be clear reference made to the responsibility statement of such fact; (e) (f) Original written authorisations by directors appointing any agents to sign the responsibility statement on their behalf; Original copies of all new letters of consents, e.g. experts' consents. The consent letter is to be addressed to the issuer/offeror (where applicable). In addition, the consent letter is to be dated close to the date of registration and issue of the prospectus; (g) (h) Copy of letter of approval from any other relevant authorities; Certified copies of all new material contracts disclosed in the supplementary prospectus and, in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts; (i) A copy of the Application Form;

Chapter 3 ­ Page 1

SURUHANJAYA SEKURITI SECURITIES COMMISSION

Prospectus Guidelines Supplementary Prospectus

(j) (k) (l)

An additional registrable copy of the supplementary prospectus for lodgment with the Registrar of Companies; Letter of confirmation from the adviser that the registrable copy of the supplementary prospectus has incorporated all changes as required; Letter of confirmation from the adviser that the printed copy of the supplementary prospectus will be the same as the registrable copy of the supplementary prospectus registered with the SC;

(m)

Letter of confirmation from the adviser that the electronic copy of the supplementary prospectus will be the same as the registrable copy of the supplementary prospectus registered with the SC;

(n)

Letter of confirmation from both the adviser and the Board of Directors of the corporation in respect of the translation of the supplementary prospectus (where applicable);

(o) (p)

A soft copy of the registrable supplementary prospectus in `PDF' format; A copy of the notice/advertisement published in respect of the supplementary prospectus as well as the written notice to be given by the issuer to applicants; and

(q)

Any other relevant or new documents which are the subject matter of the Supplementary Prospectus.

Chapter 3 ­ Page 2

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