Singapore Exchange Regulation (“SGX RegCo”) will allow issuers with a 31 December financial year-end, up to 30 June 2020 to hold annual general meetings (“AGMs”) to approve their 31 December 2019 (“FY Dec 2019”) financial results[1] (“Waiver”).
This Waiver is being granted due to feedback expressed by shareholders who want to participate in and vote at AGMs but may be concerned about attending large-group meetings amid the COVID-19 situation. Today’s time extension is for issuers, irrespective of their place of business or operations, that need more time to implement measures to address these concerns.
The Waiver provides flexibility for issuers in considering the best way to conduct their AGMs. Alternative arrangements that issuers may consider include organising virtual information sessions before their AGMs, or providing a simultaneous webcast of the AGM proceedings, to provide shareholders with a forum to ask questions and engage with management and the Board of Directors. Shareholders may vote via proxies without attending the AGM physically[2]. Issuers may also arrange for alternative AGM venues to reduce congregation of large number of shareholders at any one particular venue.
This Waiver is in addition to the 7 February 2020 announcement that companies with their principal place of business in the People’s Republic of China (“PRC”) or have business with significant operations in the PRC, will have up to 30 June 2020 to hold their AGMs. The earlier waiver was in response to feedback from audit professionals about their practical difficulties in performing the statutory audits for FY Dec 2019, due to the measures put in place by the authorities in response to the COVID-19 situation.
To ensure that shareholders continue to get information on a timely basis, issuers that wish to utilise today’s Waiver must continue to issue their annual reports to shareholders and the Exchange by 15 April 2020, consistent with the current requirement[3]. Issuers must subsequently provide the requisite AGM notice of at least 14 days. They are also still required to release their unaudited financial statements for FY Dec 2019 by 29 February 2020 pursuant to Listing Rule 705(1). Should there be any material adjustments subsequently made by auditors resulting in material variance from the previously announced unaudited full year results, this must also be immediately disclosed pursuant to Mainboard Rule 704(6) / Catalist Rule 704(5).
The Waiver will be granted to issuers if they fulfil the following criteria (“Criteria”):-
i. their financial year-end is 31 December 2019; and
ii. approval of a similar application for extension of time by the Accounting and Corporate Regulatory Authority (“ACRA”) or other relevant regulatory authorities (where applicable).
SGX RegCo has consulted ACRA on allowing issuers more time to hold their AGMs and file annual returns[4]. ACRA will process and allow these applications for extension of time through its existing on-line system if issuers fulfilled criteria (i) above. ACRA will waive the fees for these applications for extension of time.
Issuers seeking the Waiver must notify SGX RegCo via the RegCo Submissions Portal:- (1) that they wish to be granted the Waiver; (2) how they have met the Criteria above; and (3) the indicative timeline to convene their AGM.
Upon confirmation from SGX RegCo, issuers are to announce via SGXNet:- (1) the Waiver; (2) the indicative timeline to convene their AGM; and (3) confirmation of compliance with the waiver conditions below (the “Waiver Conditions”).
The Waiver Conditions are as follows:
a. the Board of Directors’ confirmation that the issuer has fulfilled the Criteria as set out above;
b. the Board of Directors’ confirmation that the Waiver will not be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer’s country of incorporation); and
c. issuance of the annual report to shareholders and the Exchange by 15 April 2020.
Notwithstanding the Waiver, issuers are reminded that they are subject to continuous disclosure obligations under the Listing Rules. This means that all material information, whether price-sensitive or trade sensitive information, must be disclosed on a timely basis. Where the issuers’ operations are materially affected by the COVID-19 situation, timely disclosure on the financial impact or any other material aspects should be made immediately via SGXNet under Listing Rule 703.
SGX RegCo is closely monitoring the situation and shall determine where appropriate, if any further measures are required.
[1] Listing Rule 707(1) provides that an issuer must hold its annual general meeting within four months from the end of its financial year.
[2] Proxy forms must be submitted within the requisite timeline; this is normally at least 72 hours before the commencement of the AGM.
[3] Issuers incorporated in Singapore are required to hold AGMs and file annual returns with ACRA as mandated under the Companies Act.
[4] Listing Rule 707(2) provides that an issuer must issue its annual report to shareholders and the Exchange at least 14 days before the date of its annual general meeting.
