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INVESTOR RELATIONS POLICY

INTRODUCTION

Greater Bay Holdings Berhad (the “Company”) is committed to provide information about the Company, its management, operations, financial condition and future prospects. This information is directed to a diverse audience of shareholders, stakeholders and the general public. The aim is to represent the Company fairly and accurately, so that investors and potential investors can make properly informed investment decisions, and others can have a balanced understanding of the Company and its objectives.

This Policy serves two purposes. First, it is the foundation of the Company’s Investor Relations (“IR”) programme and provides an internal framework of processes and procedures. Second, it is a statement to the Company’s shareholders and other stakeholders on how the Company intends to keep them informed of material developments and maintain effective communication with them.

This policy will apply to all directors and employees of the Company.

The recommendations contained in the Malaysian Code on Corporate Governance and its disclosure obligations contained in Bursa Malaysia’s Listing Requirements have been taken into account in formulating this IR policy.

This IR programme is driven by the following principles, whereby the Company will:

  1. Report its financial results and material developments to the Exchange, its shareholders and other relevant stakeholders in an open and comprehensive manner;
  2. Communicate only through its designated channels and approved spokespersons;
  3. Utilise its website and corporate e-mail as an additional primary communication channel;
  4. Address inaccurate or false reports to avoid unnecessary speculation in its securities;
  5. Give reasonable access, based on what is permissible to be publicly disclosed, to stakeholders to help them have informed opinions of the Company; and
  6. Endeavour to meet with its major shareholders at least once in each fiscal year as part of its on-going programme to inform and obtain feedback on the Company.

Having this structured approach to the communication of material information would benefit both the Company and its shareholders. The Company may develop corporate credibility and investor confidence through this IR programme.

MATERIAL INFORMATION

The Company will always fully comply with its disclosure obligations expressed in Bursa Malaysia’s Listing Requirements of the Exchange. Material information is any information about the Company which is expected to have a material effect on the market price or value of the Company’s securities, or activity in the trading of its securities; or a decision to buy, sell or continue holding the Company’s securities which is made by an existing holder of those securities, or someone considering an investment in those securities.

The following gives a general description of matters which would be regarded as material information, but is not limited to the following:

  1. Change in shareholders which might affect control of the Company.
  2. New issue of securities by the Company.
  3. Information concerning dividends.
  4. Reorganisation or reconstruction of the Company.
  5. Material litigation and court decisions.
  6. Mergers, acquisitions and other major corporate developments.
  7. Significant borrowings and any ratings attached to those borrowings.
  8. Any event of default in respect of a material financial obligation of the Company.
  9. Material changes in the Company’s business or its strategy or investment plans.
  10. Quarterly reports of interim financial results, and the Company’s annual audited accounts.
  11. Other events that may be expected to have a material effect on the Company’s operations, financial condition or future prospects.

In determining materiality, the Company will assess the likely effect of the information on the price of the Company’s securities, which would also include a determination of whether the circumstances or events are measurable and trigger the materiality thresholds in the Exchange’s methods for percentage ratio calculation. Material information concerning the Company provided in written or oral communications would typically include:

  1. Reports and documents provided to the Exchange and other regulators.
  2. Materials and statements in Company’s Annual Reports, quarterly reports, press releases, letters, and circulars to shareholders.
  3. Information provided or presented on behalf of the Company at official events.
  4. Information published on the Company’s websites.
  5. Articles concerning the Company.
  6. Correspondence and e-mails.

The audience may be diverse and include the following:

  1. Shareholders and prospective investors.
  2. Analysts, fund managers and investment bankers.
  3. The financial press and other media.
  4. Government and regulators.
  5. Business partners and service providers.
COMMITMENTS FOR COMMUNICATIONS

The Company will endeavour to ensure all material information concerning the Company is made available on a timely basis. The Company encourages an exchange of opinion with principal stakeholders and may communicate to facilitate such dialogue.

The Company’s communication will be conducted according to the following attributes:

  1. Transparency – Material information will be released, whether it is favourable or not, in a balanced and fair manner that is not misleading.
  2. Consistency – All relevant stakeholders will receive the same information, only formats may differ depending on the audience.
  3. Accuracy – Information should be complete and accurate when released and any material errors will be immediately corrected and clarified.
  4. Timeliness – Material information will be released as soon as it is known, unless there are exceptional legitimate reasons to withhold, which will be no longer than necessary.
  5. Non-selective – Equality of access to material information will be achieved through broad public dissemination; no stakeholder will be given otherwise undisclosed material information in any form.
AUTHORISED SPOKESPERSON

The Board of Directors or Managing Director of the Company may authorize spokesperson(s), who may only communicate with audience constituents in connection with their specific areas of responsibility within the Company. No other individuals may act as spokespersons for the Company.

CONFIDENTIAL INFORMATION

All information regarding the Company, its operations, financial condition and future prospects, should be regarded as material and price-sensitive, and must be treated as confidential unless it is already in the public domain.

Access to confidential information will be restricted to those persons (including employees and third parties, such as the Company’s auditors, bankers, lawyers or other professional advisors) with a legitimate need for such information, determined by their duties or obligations to the Company.

LEAKAGE OR ACCIDENTAL DISCLOSURE

In the event of an information leakage, or the accidental disclosure of unpublished material information, the situation will be addressed in line with the Company’s chain of authority and responsibility. If deemed necessary, the Company will make an appropriate announcement to Bursa Malaysia as soon as practicably possible, which may be followed by a press release and/or other communication modes.

DISCLOSURE PROCEDURES

The Company will take the following steps in announcing material information:

Step 1:    Approval is given for release of material information in line with the chain of authority and responsibility.

Step 2:    An announcement is made to Bursa Malaysia during trading hours. (Note: If the Company believes it would assist in having the news or information better understood and widely disseminated, Bursa Malaysia may be requested to temporarily suspend trading in the Company’s securities, so that an announcement can be made during trading hours.)

Step 3:    Issue of a Company press release to major newspapers and newswire services in Malaysia. (Note: Except in a limited number of minor, administrative situations, any news or information which is announced to the Exchange will be followed by a press release.)

Step 4:    A press conference or briefing/presentation for investors, analysts and the media may be convened. (Note: This will usually take place following the announcement of the Company’s quarterly reports (interim financial reports), as well as the announcement of any major corporate development.)

Step 5: The Company press / public release, and any material produced for press / public release, are posted on the Company’s website, and email copies are dispatched to relevant persons on the Company’s mailing list.

MEETINGS, EVENTS AND REPORTS

General Meeting(s)

Notice for General Meeting – including Annual General Meeting(s) (“AGM”) and Extraordinary General Meeting(s) (“EGM”) – will be announced to Bursa Malaysia and in a daily newspaper and will be in compliance with the Listing Requirements (e.g. with notice given to the shareholders at least 28 days prior to the meeting). The content of the General Meeting will concentrate on the Company’s resolutions, financial performance, development, strategy, and any relevant operational matters of interest to shareholders.

The General Meeting or AGM is regarded as a vital avenue, especially for communicating with our retail shareholders. The Company deems this as the opportunity for shareholders to engage with the Board and key senior management to gain a fuller understanding of the Company’s operations. As such, meetings will be conducted in a manner which permits reasonable enquiry, and the Company will strive to provide shareholders with all relevant information, where permissible, and which may include written answers.

Circulation of Quarterly Financial Report & Analyst Presentation Material

The Company’s quarterly financial results will be made available on Bursa Malaysia’s website on the day of approval from the Board, in compliance with Bursa Malaysia’s format. Thereafter, quarterly report and presentation material will be posted on the Company’s website.

Analyst Reports

It is the Company’s policy to refrain from commenting on draft analysts’ reports or models and attempts to influence the analyst’s opinion or recommendations. The Company will not endorse or externally distribute any analysts’ reports. However, the Company, may respond or reach out to the analyst(s) in order to correct or clarify any inaccurate or misleading information. Furthermore, the Company may internally circulate such reports to its Board and senior management to aid them in understanding prevailing market perception of the Company.

Annual Report

Annual Reports will be published and distributed in both printed and electronic format. Printed copies of annual report will be delivered only to those who notify the Company that they would like to receive the printed annual report. An electronic copy of annual report will also be made available on the Company’s website.

Responding to Market Rumours

The Company will not normally respond or comment on market rumours or speculation, unless it contains material information that may have a potential impact on the Company’s share price. If a report or rumour about the Company contains material information, the Company may issue an announcement to Bursa Malaysia together with facts of the matter and provide sufficient supporting information to deny or clarify the report or rumour.

Forward-looking Information & Comment

To assist investors and other stakeholders in evaluating the Company, the prospects/outlook for the Company are provided in the quarterly or annual report. This may also be included in any subsequent release of information. Any forward-looking information or comment will be clearly qualified by a disclaimer or guidance not to rely on the data, to be included in all relevant written materials.

Crisis Communication

Any potentially damaging event, of either an operational or financial nature, which might materially and negatively affect the Company or its financial condition or have a material adverse effect on the price of the Company’s securities, is regarded as a crisis. The Board of Directors of the Company, with assistance from the Senior Management and Company Secretary, endeavour to release and disclose such relevant information on a timely basis.

Major Corporate Developments

The Company will strictly enforce its procedures for the protection of confidentiality until such time as the development of any major corporate development, such as a merger or acquisition or the commencement of a significant new business or product, has received all requisite internal approvals. Thereafter, special attention will be paid to ensure the widest and most complete dissemination of information concerning the development, in line with the provisions of this policy and Bursa Malaysia’s Listing Requirements.

Other Investor Events and Matters

The Company may organise and participate in any investor events, as deemed appropriate, as part of its investor relations programme. The objective of such participation will be to provide investors with further opportunity to develop a better understanding of the Company’s business and prospects.

INSIDERS

Anyone who has access to material information about the Company, its financial condition and its operations, is regarded as an “Insider”. Material information which is in the possession of an Insider and has not been disclosed to the Bursa Malaysia and the investing public is deemed as “Inside Information”. Unless explicitly disclosed, Insiders may not deal in the Company’s securities while in possession of Inside Information, nor may they pass on that information to help another person deal in the Company’s securities.

OBTAINING FEEDBACK

The Company welcomes comment and constructive criticism from investors and other major stakeholders. The Company has developed various channels (email, or directly via meetings) for investors and major stakeholders to provide their comments and feedback in relation to Company’s operational matters.

PRIMARY COMMUNICATION CHANNEL / CONDUIT

The Company will use its website as the primary communication conduit to enhance existing modes of disseminating information (asides from announcements made on Bursa Malaysia). The website will provide for email communication with the Company for stakeholders to provide their feedback, enquiries, and comments to the Company. Spam, inappropriate comments, and enquiries that does not conform to this Policy would not be addressed by the Company.

POLICY MATTERS

This Policy is subject to periodic review and any material changes may be amended as determined by the Company or the Board.

This policy was adopted by the Board of Directors on [·] and duly published on the Company’s website.

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