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Article 87: Application Submission for Capital Increase of Issuers of Shares Listed in the Parallel Market
a) Where an issuer whose shares are listed on the Parallel Market wishes to register and offer new shares of a class already listed, either by way of rights issue, share issuance with the suspension of preemptive rights, capitalisation issue, issuing new shares for debt conversion, acquisition of a company or asset purchase, it must obtain the Authority's approval prior to calling for the issuer's extraordinary general assembly meeting. The approval of the extraordinary general assembly of the issuer must be obtained during six months of the approval of the Authority. If the assembly's approval is not obtained during such time, the Authority's approval shall be deemed to be cancelled and the issuer will be required to resubmit its letter of application if it still wishes to increase its capital
Article 89: Application Submission for Capital Increase of Issuers of Shares Listed in the Parallel Market
a) Where an issuer whose shares are listed on the Parallel Market wishes to register and offer new shares, either by way of rights issue, share issuance with the suspension of preemptive rights, capitalisation issue, issuing new shares for debt conversion, acquisition of a company or asset purchase, it must obtain the Authority's approval prior to calling for the issuer's extraordinary general assembly meeting. The approval of the extraordinary general assembly of the issuer must be obtained during six months of the approval of the Authority. If the assembly's approval is not obtained during such time, the Authority's approval shall be deemed to be cancelled and the issuer will be required to resubmit its letter of application if it still wishes to increase its capital
b) Where an issuer whose shares are listed on the parallel market and wishes to increase its capital by capitalisation issue and registering the new shares resulting from the issuance must ensure that they are in the same form and conditions as the shares issued of the same type or class.
PART 6
Capital Alteration
Chapter 1: Capital Increase for Issuers of Listed Shares
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Article 61: Application Submission for Capital Increase of Issuers within the authorized capital limit.
Where an issuer seeks to register and offer new shares through an increase in the issued capital within the authorised capital limit, it must satisfy the following conditions:
Article 62: Application Submission for Capital Increase of Issuers within the authorized capital limit.
In addition to any other applicable requirements under Article (46) of these Rules, where an issuer wishes to submit an application to the Authority to increase its issued capital within the authorised capital limit must satisfy the following conditions: 1) The increase in capital should not exceed 10% of the issued capital.2) The shares must be issued from a type and class of shares that have been previously listed.…
It has been proposed to enable listed companies to increase the issued capital within the authorized capital through the following:
Part 13:
ANNEX 1
Contents of the offering document for offering shares through securities crowdfunding platform
…
This section must include a disclaimer to the targeted investors on the importance of reading the offering document prior to making an investment decision and include the following information at a minimum:
b) the capital of the issuer;
ANNEX 12: CONTENT OF A PROSPECTUS FOR SHARES
4) the capital of the issuer;
ANNEX 19:
Content of a shareholders' Circular for a Capital Increase by Debt Conversion
4. Summary
This section must contain the following information (where applicable):
5. the capital of the issuer;
ANNEX 20:
Contents of a Circular for a Capital Increase to Acquire a Company or Purchase an Asset
4. the capital of the issuer;
ANNEX 26
CONTENT OF A PROSPECTUS FOR PARALLEL MARKET OFFERS
4. Offer summary This section must include the following information (where applicable):…4. the capital of the issuer;
ANNEX 26 (A)
Content of A Registration Document
b) the capital of the issuer; and authorized capital (if applicable).
This section must include a disclaimer to the targeted investors on the importance of reading the prospectus prior to making an investment decision and include the following information (where applicable):
4) the capital of the issuer; and authorized capital (if applicable).
ANNEX 13: Content of a Prospectus for a Rights Issue
4. Offer summary
This section must include a disclaimer to the targeted investors on the importance of reading the prospectus prior to making an investment decision and contain the following information (where applicable):
9. the capital of the issuer; and authorized capital (if applicable).
ANNEX 13 (A)
CONTENT OF A PROSPECTUS FOR SHARE ISSUANCE WITH THE SUSPENSION OF PREEMPTIVE RIGHTS
5. the capital of the issuer; and authorized capital (if applicable).
ANNEX 20
4. the capital of the issuer; and authorized capital (if applicable).
4. Offer summary This section must include the following information (where applicable):…4. the capital of the issuer; and authorized capital (if applicable).
Article 70: Dealings by Substantial Holders of Shares and Convertible Debt Instruments
a) any person must notify the Exchange if such person becomes the owner of, or is interested in, (5%) or more of any class of voting shares or convertible debt instruments of the issuer at the end of the third trading day following the execution of the transaction or the occurrence of the event which results such ownership or interest; The person notification to the Authority shall also include a list of persons, in which those persons, have an interest in the shares or convertible debt instruments which they own or control.
b) The person referred to in paragraph (a) of this Article must notify the Exchange in the event of any change to the list of persons referred to in paragraph (a) of this Article including any event which requires the inclusion of a person to that list or the exclusion of any person who has been previously included in that list. Such notification must be made at the end of the third trading day following the occurrence of the relevant event.
c) For the purposes of this Article, a person's notification to the Exchange pursuant to paragraph (a) of this Article, regarding the its ownership or interest in (5%) or more of any class of voting shares of the foreign issuer whose shares are listed on the Main Market in accordance with the Listing Rules, limited to those listed in the Main Market pursuant to the Listing Rules.
Article 72: Dealings by Substantial Holders of Shares and Convertible Debt Instruments
a) Any person must notify the Exchange if such person becomes the owner of, or is interested in, (5%) or more of the total voting rights in the issuer or any class of voting shares or convertible debt instruments of the issuer at the end of the third trading day following the execution of the transaction or the occurrence of the event which results such ownership or interest; The person notification to the Authority shall also include a list of persons, in which those persons, have an interest in the shares or convertible debt instruments or voting rights which they own or control.
b) as an exception from paragraph (a) of this Article, in the event of preferred shares with voting rights, the issuer must disclose when any person becomes the owner of, or is interested in, (5%) or more of the preferred shares by including a statement in the notice of the general assembly meeting. The statement must include a list of individuals who have an interest in the shares owned or controlled.
c) The person referred to in paragraph (a) of this Article must notify the Exchange in the event of any change to the list of persons referred to in paragraph (a) of this Article including any event which requires the inclusion of a person to that list or the exclusion of any person who has been previously included in that list. Such notification must be made at the end of the third trading day following the occurrence of the relevant event.
d) For the purposes of this Article, a person's notification to the Exchange pursuant to paragraph (a) and the issuer's disclosure pursuant to the paragraph (b) of this Article, regarding the ownership or interest in (5%) or more of the total voting rights in the issuer or any class of voting shares of the foreign issuer whose shares are listed on the Main Market in accordance with the Listing Rules, limited to those listed in the Main Market pursuant to the Listing Rules.
1. Offer summaryThis section must include a disclaimer to the targeted investors on the importance of reading the offering document prior to making an investment decision and include the following information at a minimum:
C. issuer's total number of shares, including a clarification of their types, classes, and the number of shares for each type and class.
It has been proposed to amend the provisions governing the conditions and requirements for registration and offering requests through the following:
1. Enhancing disclosure requirements to include different types and classes of shares.
2. Including details, terms, and conditions of redeemable shares in the prospectus, shareholder circular, and registration document, or providing a declaration that no redeemable shares exist.
3. Including details, terms, and conditions for the conversion of convertible shares of different types and classes in the prospectus, shareholder circular, and registration document, or providing a declaration that no convertible shares exist.
ANNEX 8CONTENT OF APPLICATION
The application must be submitted on the letterhead of the issuer and contain the following information:
First: Shares
ANNEX 8CONTENT OFAPPLICATION
ANNEX 12
CONTENT OF A PROSPECTUS FOR SHARES
1. Cover page
This section must include the following information (where applicable):
2) capital and number of shares; 3) a summary of the offer including share class and rights;
7) shares that have been listed prior to the particular offer by the issuer (if applicable);
2. Offer summaryThis section must include a disclaimer to the targeted investors on the importance of reading the prospectus prior to making an investment decision and include the following information (where applicable):
3) substantial shareholders showing their ownership percentages and number of shares pre- and post-offering;…5) issuer's total number of shares;
…7) the total number of offered shares;
8) the percentage of offered shares to the capital of the issuer;
9) the offer price;
…12) the number of offer shares underwritten;
15) the total number of offered shares available to each type of targeted investors;
23) the rights to dividends;
24) voting rights;
26) a statement regarding whether or not there has been a prior listing of the issuer's shares; and
12. Issuer's background and business natureThis section must include the following information:
3) the authorised shares of the issuer, the number of shares issued or agreed to be issued, the value paid up, the nominal value and a description of the shares;
13. Ownership and Organisational structureThis section must include the following information:…3. Employeesa. any employee share-schemes in place prior to the application for registration and offer of securities that are subject to this prospectus along with details on the aggregate amount of shares owned by the employees in the issuer; and …
2) capital and number of shares; including a clarification of their types, classes, and the number of shares for each type and class.3) a summary of the offer including classes and types of the shares; and their rights.…
7) shares that have been listed prior to the particular offer by the issuer including their types and classes (if applicable);
2. Offer summary
3) substantial shareholders showing their number of shares including a clarification of their types, classes, and the number of shares and ownership percentages for each type and class; pre- and post-offering;…5) issuer's total number of shares; including a clarification of their types, classes, and the number of shares for each type and class.
…7) the total number of offered shares; including a clarification of their types, classes, and the number of shares for each type and class.
9) In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:a) redeemable shares number.b) the terms and conditions for the redemption of redeemable shares, including the redemption date (if applicable) or the period during which the issuer has the right to exercise the option to redeem the redeemable shares (if applicable).c) the expected impact on the issuer's financial position upon the redemption of redeemable shares.10) declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.11) In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a) The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b) The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c) number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d) the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e) the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.12) declaration stating that there are no convertible shares if the issuer does not have convertible shares.…16) the number of offer shares underwritten; including a clarification of their types, classes, and the number of shares for each type and class.
19) the total number of offered shares including a clarification of their types, classes, and the number of shares for each type and class available to each type of targeted investors;.
27) the rights to dividends; for each type and class of shears.
28) voting rights; for each type and class of shears.
30) a statement regarding whether or not there has been a prior listing of the issuer's shares for each type and class; and
3. the authorised shares of the issuer, the number of shares issued or agreed to be issued including their type and class, the value paid up, the nominal value and a description for each type and class shares;
13. Ownership and Organisational structureThis section must include the following information:…3. Employeesb. any employee share-schemes in place prior to the application for registration and offer of securities that are subject to this prospectus along with details on the aggregate amount of shares owned by the employees in the issuer including a clarification of their types, classes, and the number of shares for each type and class; and …
ANNEX 13CONTENT OF A PROSPECTUS FOR A RIGHTS ISSUE
2) a summary of the offer including share class and rights;
2) targeted types of investors;
4) offer period and conditions;
5) shares that have been listed prior to the particular offer by the issuer;
4. Offer summaryThis section must include a disclaimer to the targeted investors on the importance of reading the prospectus prior to making an investment decision and contain the following information (where applicable):
3) substantial shareholders showing their ownership percentages and number of shares pre-offering;
10) issuer's total number of shares;
12) the total number of offered shares;
13) the percentage of offered shares to the capital of the issuer;
…16) the number of offer shares underwritten;
19) the total number of offered shares available to each type of targeted investors;
26) the rights to dividends;
27) voting rights;
29) a statement regarding whether or not there has been a prior listing of the issuer's shares; and
11. Employees1) any employee share-schemes in place prior to the application for registration and offer of securities that are subject to this prospectus along with details on the aggregate amount of shares owned by the employees in the issuer; and
2) a summary of the offer including share type, class and rights;
3) targeted types of investors;
5) shares that have been listed prior to the particular offer by the issuer; including their types and classes.
3) substantial shareholders showing their number of shares including a clarification of their types, classes, and the number of shares and ownership percentages for each type and class; pre-offering.
10) issuer's total number of shares, including a clarification of their types, classes, and the number of shares for each type and class.
12) the total number of offered shares, including a clarification of their types, classes, and the number of shares for each type and class.
14) In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:a) The number of redeemable shares.b) The terms and conditions for the redemption of redeemable shares, including the redemption date (if applicable) or the period during which the issuer has the right to exercise the option to redeem the redeemable shares (if applicable).c) the expected impact on the issuer's financial position upon the redemption of redeemable shares.15) declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.16) In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a) The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b) The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c) number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d) the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e) the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.17) declaration stating that there are no convertible shares if the issuer does not have convertible shares.…30) the rights to dividends; for each type and class of shears.
31) voting rights; for each type and class of shears.
33) a statement regarding whether or not there has been a prior listing of the issuer's shares for each type and class (if applicable) ; and
11. Employees1) any employee share-schemes in place prior to the application for registration and offer of securities that are subject to this prospectus along with details on the aggregate amount of shares owned by the employees in the issuer including a clarification of their types, classes, and the number of shares for each type and class; and
ANNEX 13 (A) CONTENT OF A PROSPECTUS FOR SHARE ISSUANCE WITH THE SUSPENSION OF PREEMPTIVE RIGHTS
1) a summary of the capital increase including share, class and its rights;…4. Offer summary
3) substantial shareholders and their ownership percentages and number of shares they own before the offering;
9) issuer's total number of shares;
11) the total number of offered shares;
12) the total number of offered shares available to each category of targeted investors;
22) shares that have been listed prior to the particular offer by the issuer;
24) voting rights for the new shares.
1) a summary of the capital increase including shares types, classes and its rights;
…4. Offer summary
3) substantial shareholders and their number of shares including a clarification of their types, classes, and the number of shares and ownership percentages for each type and class before the offering.
9) issuer's total number of shares, including a clarification of their types, classes, and the number of shares for each type and class.
11) the total number of offered shares, including a clarification of their types, classes, and the number of shares for each type and class.
12) the total number of offered shares available including a clarification of their types, classes, and the number of shares for each type and class to each category of targeted investors;
14) In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:
a. The number of redeemable shares.
b. The terms and conditions for the redemption of redeemable shares, including the redemption date (if applicable) or the period during which the issuer has the right to exercise the option to redeem the redeemable shares (if applicable).
c. the expected impact on the issuer's financial position upon the redemption of redeemable shares.
15) declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.16) In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.17) declaration stating that there are no convertible shares if the issuer does not have convertible shares.…
26) shares that have been listed prior to the particular offer by the issuer for each type and class;
28) voting rights for each type and class of shares.
ANNEX 16
CONTENTS OF A PROSPECTUS FOR CONVERTIBLE DEBT INSTRUMENTS OR EXCHANGEABLE DEBT INSTRUMENTS
7. Offer summary
This section must contain a disclaimer to the target investors on the importance of reading the prospectus prior to making an investment decision and include the following information (where applicable):
6. If the issuer has redeemable shares:
7. declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.8. If the issuer has convertible shares into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.9. declaration stating that there are no convertible shares if the issuer does not have convertible shares.…
ANNEX 19
CONTENT OF A SHAREHOLDERS' CIRCULAR FOR A CAPITAL INCREASE BY DEBT CONVERSION
This section must include all information relating to the debt conversion including:
3. the issuer's ownership structure pre and post the capital increase;
7. pre and post capital increase ownership structure;
4) the issuer's current capital and number of shares previously listed; including a clarification of their types, classes, and the number of shares for each type and class.
8. the total value of the debt that is subject to the transaction, and the value and number of shares to be issued; including a clarification of their types and classes.
4) the public, substantial shareholders of the issuer and the creditor showing their ownership percentages and number of shares including a clarification of their types, classes, and the number of shares for each type and class pre- and post-capital increase
…6. issuer's total number of shares including a clarification of their types, classes, and the number of shares for each type and class.
8. the total number of new shares; including a clarification of their types, classes, and the number of shares for each type and class.
9. the percentage of the new shares to the capital of the issuer;
10. In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:
11. declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.12. In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.13. declaration stating that there are no convertible shares if the issuer does not have convertible shares.
21) the rights to dividends; for each type and class of shears.
23) voting rights for each type and class of the shares.
9. The Debt Conversion
3. the issuer's ownership structure pre and post the capital increase; including a clarification of their types, classes, and the number of shares for each type and class.
CONTENTS OF A CIRCULAR FOR A CAPITAL INCREASE TO ACQUIRE A COMPANY OR PURCHASE AN ASSET
1. a summary of the capital increase including share, class and rights;…8. the current capital of the issuer and the number of shares that have been listed prior to the particular offer by the issuer.
3. substantial shareholders showing their ownership percentages and number of shares pre- and post-capital increase…5. issuer's total number of shares;
7. the total number of new shares;
14. substantial shareholders of the target (or the owners of the asset as applicable) showing their ownership percentages and number of shares (or stakes as the case may be) pre- and post-offering;
17. target's total number of share (or stakes as the case may be);
19. names of the selling shareholders of the target company to be acquired and the stakes/shares sought (collectively and from each selling shareholder);
1. a summary of the capital increase including shares types, classes and rights;…8. the current capital of the issuer and the number of shares that have been listed prior to the particular offer by the issuer; including a clarification of their types, classes, and the number of shares for each type and class.
3. substantial shareholders showing their ownership percentages and number of shares including a clarification of their types, classes, and the number of shares for each type and class pre- and post-capital increase
…5. issuer's total number of shares including a clarification of their types, classes, and the number of shares for each type and class.
7. the total number of new shares; including a clarification of their types, classes, and the number of shares for each type and class.
11. In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:
11. declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.12. In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.13. declaration stating that there are no convertible shares if the issuer does not have convertible shares.…
18. substantial shareholders of the target (or the owners of the asset as applicable) showing their ownership percentages and number of shares including a clarification of their types, classes, and the number of shares for each type and class (or stakes as the case may be) pre- and post-offering;
21. target's total number of share (or stakes as the case may be); including a clarification of their types, classes, and the number of shares for each type and class.
23. names of the selling shareholders of the target company to be acquired and the stakes/shares sought including a clarification of their types and classes (collectively and from each selling shareholder);
ANNEX 24
FORM OF LETTER REQUIRED FOR A CAPITALISATION ISSUE
The issuer must provide the Authority with an application letter to obtain the Authority's approval on any capitalisation issue and the registration of shares. The letter shall contain the following information on the relevant issue according to the most recent audited annual financial statements:
1. the nominal value of the issuer's listed share capital before and after the issue;
2. the number of shares issued before and after the issue;
3. the ratio of shares to be issued as a result of the issue to the number of shares issued prior to the issue.
2. the number of shares issued before and after the issue; including a clarification of their types and classes.
ANNEX 25
CONTENT OF LETTER REQUIRED FOR CAPITAL REDUCTION
The issuer must provide the Authority with a signed and dated application letter to obtain the Authority's approval on any capital reduction. The letter shall contain the following information:
1. The nominal value of the issuer's listed share capital before and after the capital reduction.
2. The total number of shares of the issuer before and after the capital reduction
3. The ratio of remaining shares of the issuer after the capital reduction to the number of shares of the issuer prior to the capital reduction.
2. The total number of shares of the issuer before and after the capital reduction, including a clarification of their types, classes, and the number of shares for each type and class.
1. Cover pageThis section must include the following information (where applicable):…3) capital and number of shares; 4) a summary of the offer including share class and rights;…8) shares that have been listed prior to the particular offer by the issuer (if applicable);…4. Offer summaryThis section must include the following information (where applicable):…3) substantial shareholders showing their ownership percentages and number of shares pre- and post-capital increase…5. issuer's total number of shares …7. the total number of offered shares;
…23. shares that have been listed prior to the particular offer by the issuer (if applicable).…
11. Issuer's background and business natureThis section must include the following information:…3. the authorised shares of the issuer, the number of shares issued or agreed to be issued, the value paid up, the nominal value and a description of the shares;
1. Cover pageThis section must include the following information (where applicable):…3) capital and number of shares; including a clarification of their types, classes, and the number of shares for each type and class. 4) a summary of the offer including shares types, classes and rights;…8) shares that have been listed prior to the particular offer by the issuer including their types and class (if applicable);…4. Offer summaryThis section must include the following information (where applicable):…3. substantial shareholders showing their ownership percentages and number of shares including a clarification of their types, classes, and the number of shares for each type and class pre- and post-capital increase…5. issuer's total number of shares including a clarification of their types, classes, and the number of shares for each type and class.…7. the total number of offered shares; including a clarification of their types, classes, and the number of shares for each type and class.…9. In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:a. The number of redeemable shares.b. The terms and conditions for the redemption of redeemable shares, including the redemption date (if applicable) or the period during which the issuer has the right to exercise the option to redeem the redeemable shares (if applicable).c. the expected impact on the issuer's financial position upon the redemption of redeemable shares.10. declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.11. In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.12. declaration stating that there are no convertible shares if the issuer does not have convertible shares.
…27. shares that have been listed prior to the particular offer by the issuer including their types and classes (if applicable).…11. Issuer's background and business natureThis section must include the following information:…3. the authorised shares of the issuer, the number of shares issued or agreed to be issued, including their types and class, the value paid up, the nominal value and a description of the shares; for each type and class.
ANNEX 26 (A)CONTENT OF A REGISTRATION DOCUMENT
First: Conditions for a Public Offer of debt instruments1. Cover pageThis section must include the following information (where applicable):…3) capital and number of shares; 4) share class and rights;…6) shares that have been listed (if any);…4. SummaryThis section must contain the following information (where applicable):…3) substantial shareholders showing their ownership percentages and number of shares pre- listing.
4) substantial shareholders who assigned the Capital Market Institution, under the Listing Rules, to sell their shares at their discretion, the number of their shares and the percentage of their ownership before listing and after applying the liquidity requirement fulfilment plan provided to the Exchange pursuant to the Listing Rules
…6) issuer's total number of shares; …9) the rights to dividends; 10) voting rights of the new shares.12) shares that have been listed prior to the particular offer by the issuer (if applicable).…10. Issuer's background and business natureThis section must include the following information:…3) the authorised shares of the issuer, the number of shares issued or agreed to be issued, the value paid up, the nominal value and a description the shares;
First: Conditions for a Public Offer of debt instruments1. Cover pageThis section must include the following information (where applicable):…3) capital and number of shares; including a clarification of their types, classes, and the number of shares for each type and class. 4) shares types, classes and rights;…6) shares that have been listed including their types and classes (if any);…4. SummaryThis section must contain the following information (where applicable):…3) substantial shareholders showing their ownership percentages and number of shares including a clarification of their types, classes, and the number of shares for each type and class pre- listing.4) substantial shareholders who assigned the Capital Market Institution, under the Listing Rules, to sell their shares at their discretion, the number of their shares including a clarification of their types, classes, and the number of shares and the percentage of their ownership for each type and class before listing and after applying the liquidity requirement fulfilment plan provided to the Exchange pursuant to the Listing Rules
…6) issuer's total number of shares; including a clarification of their types, classes, and the number of shares for each type and class. …9) In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:a. The number of redeemable shares.b. The terms and conditions for the redemption of redeemable shares, including the redemption date (if applicable) or the period during which the issuer has the right to exercise the option to redeem the redeemable shares (if applicable).c. the expected impact on the issuer's financial position upon the redemption of redeemable shares.10) declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.11) In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.12) declaration stating that there are no convertible shares if the issuer does not have convertible shares.… 13) the rights to dividends; for each type and class of shears. 14) voting rights for each type and class of the shares.16. shares that have been listed prior to the particular offer by the issuer including their types and classes (if applicable).…10. Issuer's background and business natureThis section must include the following information:…3) the authorised shares of the issuer, the number of shares issued or agreed to be issued including their type and class, the value paid up, the nominal value and a description for each type and class shares;
ANNEX 28
CONTENTS OF SHAREHOLDERS' CIRCULAR FOR A CAPITAL INCREASE OF A COMPANY THE SHARES OF WHICH ARE LISTED ON THE PARALLEL MARKET BY DEBT CONVERSION
The shareholders' circular submitted for registration and offering of shares for capital increase by debt conversion of a company the shares of which are listed on the parallel market shall contain the following information:
12) In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:
13) declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.14) In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.15) declaration stating that there are no convertible shares if the issuer does not have convertible shares.
ANNEX 29
CONTENTS OF SHAREHOLDERS'S CIRCULAR FOR A CAPITAL INCREASE OF A COMPANY WHICH SHARES ARE LISTED ON THE PARALLEL MARKET TO ACQUIRE A COMPANY OR PURCHASE AN ASSET
The shareholders' circular submitted for registration and offering of shares for capital increase of a company the shares of which are listed on the parallel market, to acquire a company or purchase an asset, shall contain the following information:
14. In the event the offered shares are redeemable shares, or if the issuer has redeemable shares:
15. declaration stating that there are no redeemable shares if the issuer does not have redeemable shares.16. In the event the offered shares are convertible into another type or class of shares, or if the issuer has shares convertible into another type or class of shares:a. The articles of the issuer's by-law that allow for the conversion of one type or class of shares into another type or class.b. The approvals required to convert each type or class of shares into another type or class, and the conversion procedures for each type or class of shares.c. number of shares of each on-going type or class that are convertible into another type or class, and the types or class of shares into which each on-going type or class can be converted.d. the terms and conditions for the conversion of shares for each on-going type or class that are convertible, including the conditions for automatic conversion of shares or the period after which those shares automatically convert (if applicable).e. the mechanism for calculating the conversion ratio of shares for each on-going convertible type or class.17. declaration stating that there are no convertible shares if the issuer does not have convertible shares.
Last update: 07 April 2025
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Disclaimer: Translation into other languages depends on the Google translation, Therefor the NCC is not responsible for the accuracy of the information in the new language.
