Singapore Exchange Regulation (“SGX RegCo”) will grant a time extension of up to 2 months (i.e. till 30 June 2020) (“Waiver”) to issuers holding annual general meetings (“AGMs”) to approve their 31 December 2019 (“FY Dec 2019”) financial results[1]. Issuers must issue their annual reports to shareholders and the Exchange at least 14 days before the date of its AGM.
The Waiver follows feedback received from audit professionals of 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 novel coronavirus (“2019-nCoV”) situation.
The Waiver will be granted to issuers if they fulfil the following criteria (“Criteria”):-
1. their financial year-end is 31 December 2019;
2. their principal place of business is in the People’s Republic of China (“PRC”) or they have business with significant operations in the PRC;
3. their statutory audits for FY Dec 2019 were affected due to the travel restrictions and/or other measures imposed by the authorities in response to the 2019-nCoV; and
4. 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 these issuers more time to hold their AGMs and file annual returns[2]. ACRA will process and allow these applications for extension of time through its existing on-line system if issuers fulfilled the criteria (i) to (iii) 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, including obtaining confirmation from their auditors on criteria (ii); 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 “Announcement”).
The Waiver Conditions are as follows:-
1. the Board of Directors’ confirmation that the issuer has fulfilled the Criteria as set out above; and
2. the Board of Directors’ confirmation as to whether the Waiver is/will be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer’s country of incorporation).
Notwithstanding the Waiver, issuers are reminded that they are subject to continuous disclosure obligations under the SGX-ST 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 2019-nCoV situation, timely disclosure on the financial impact or any other material aspects should be made immediately via SGXNet under Listing Rule 703.
We also encourage issuers with PRC operations to provide voluntary updates via SGXNet as to the extent (if any) they have been affected by the 2019-nCoV situation.
Issuers are 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).
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 (version effective 7 February 2020 onwards).
[2] Issuers incorporated in Singapore are required to hold AGMs and file annual returns with ACRA as mandated under the Companies Act.
