Corporate Disclosure Policy & Procedures

1.0 Objective

1.1 To raise awareness and provide guidance to the Board of Directors (“Board”), management, officers and employees on M K Land Holdings Berhad’s (“the Company”) disclosure requirements and practices.

1.2 To provide guidelines and Policy in disseminating corporate information to and in dealing with shareholders, stakeholders, analysts, media, regulators and the investing public.

1.3 To ensure compliance with all applicable legal and regulatory requirements on disclosure of material information.

1.4 To build good investor relations with the investing public that inspires trust and confidence.

2.0 Scope

2.1 This Corporate Disclosure Policy (“Policy”) applies to the conduct of Directors, authorised spokesperson, management, officers and other employees of the Company with regard to handling and disclosing material information.

2.2 This Policy outlines the Company’s approach towards the determination and dissemination of material information, the circumstances under which the confidentiality of information will be maintained, preventing abuse of undisclosed material information, monitoring and responding to market rumors, leaks and inadvertent disclosures and restrictions on insider trading. It also provides guidelines for achieving consistent disclosure practices across M K Land Holdings Berhad and its subsidiaries (“the Group”).

2.3 This Policy covers the following method employed by the Company to communicate with the shareholders, stakeholders, analysts, media, regulators and the investing public:

(a) Documents filed with the regulators, written statements made in the Company’s annual report, financial statements, quarterly reports, press releases, letters, circular to shareholders, e-mail communication and information on the Company’s website; and

(b) Oral statements made in group and individual meetings, telephone conversations, interviews and press conferences including video conferencing with financial analysts, investors and media.

2.4 This Policy does not apply to communication made in the ordinary course of business of the Company and its subsidiaries not involving material information.

3.0 Policy

3.1 Authorised Spokesperson

3.1.1 The Authorised Spokesperson (“Spokesperson”) for the Company is the Group Chief Executive Officer (“GCEO”) and the Group Chief Operating Officer (“GCOO”) and/or any other Officers as may be authorised by the Board.

3.1.2 The Spokesperson shall not disclose material information that has not been made public. He/She may, from time to time, respond to specific inquiries from the investment community or media.

3.1.3 Employees other than the Spokesperson shall not respond to inquiries from the investment community or media unless authorised to do so by the Spokesperson. All such queries shall be referred to the Spokesperson.

3.1.4 GCEO and/or Officers will be involved in scheduling and developing communications and presentations for all meetings with the investment community and media.

3.1.5 If there is any doubt about the appropriateness of supplying information to an outside party, an employee shall contact the Spokesperson for advice.

3.2 Material information

3.2.1 Under Paragraph 9.03(2) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), information is considered material if it is reasonably expected to have a material effect on:

(a) The price, value or market activity of the Company’s securities; and
(b) The decision of a holder of securities of the Company or an investor in determining his choice of action.

3.2.2 Under Paragraph 9.03(3), material information may include information which:

(a) Concerns the Company’s assets and liabilities, business, financial conditions or prospects;
(b) Relates to dealings with employees, suppliers, customers and others;
(c) Relates to any event affecting the present or potential dilution of the rights or interest of the Company’s securities; or
(d) Relates to any event materially affecting the size of the public holdings of securities.

3.2.3 The above list is however not exhaustive and the Company has to exercise its own judgement in making materiality determination. The Company shall ensure that proper analysis is done as per the general guide given in Paragraph 9.03(2) and 9.04 of the MMLR of Bursa Securities.

3.2.4 Materiality can be very subjective and the Company will take the approach of assessing the likely effect of the information on the share price, scope of activities and financial position or performance of the Company’s securities, in addition to whether the circumstances or events are measurable and trigger the materiality thresholds in the percentage ratio calculation method set out in the MMLR of Bursa Securities.

3.2.5 The Company must immediately announce to Bursa Securities should the events occurred as set out in Paragraph 9.19 of the MMLR of Bursa Securities and as amended from time to time.

3.3 Responsibility on the reporting of significant corporate development

3.3.1 It is essential that the Spokesperson be fully informed of all the Company’s developments that could potentially impact the disclosure process.

3.3.2 It is the responsibility of the GCOO to keep the Spokesperson fully apprised of all significant developments in the Company so as to:

(a) facilitate determination of materiality, appropriateness and timing for public disclosure of the information, or whether the information shall remain confidential;

(b) ensure appropriate understandings of significant developments and updates which may be relevant to ongoing communications with the investing public; and

(c) avoid denying significant developments when in fact, such developments are occurring.

3.4 Responsibilities and procedures for disclosure of material information

3.4.1 The GCEO will take responsibility of the Company’s releases of announcements on material information to Bursa Securities.

3.4.2 The GCOO and/or the appointed advisor will draft the announcement and to ensure the accuracy of the contents of the announcement which will then be reviewed by the Company Secretary to ensure compliance with the MMLR of Bursa Securities.

3.4.3 The Head of Finance has the duty to review and verify the accuracy of all financial data and all information contained in the announcement.

3.4.4 All material announcements will be reviewed by the GCEO and approved by the Board of Directors before release to Bursa Securities.

3.4.5 The announcement or news release will be made available and accessible on the Company’s website.

3.4.6 After public dissemination, the announcement or news release will be monitored by the Group Corporate Services and the Group Corporate Communication to ensure accurate media reporting and will take any corrective measures, if necessary.

3.5 Withholding confidential material information

3.5.1 The Company will only withhold material information from the public for legitimate business purposes. These include:

(a) when immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives;

(b) when the facts are in a state of flux and a more appropriate moment for disclosure is imminent; and

(c) where the company or securities laws restrict disclosure of such information.

3.5.2 Persons privy to the confidential material information shall not divulge the information to anyone else except in the course of business. Each person on the privy list is to sign a confidential agreement.

3.5.3 The above responsibilities and procedures shall also apply during the period of time when news releases involving material information are being developed until the information has been released and disseminated to the investing public.

3.5.4 If at any time, confidential material information is inadvertently leaked resulting in selective disclosures, the Spokesperson will initiate a process to ensure that full and accurate public disclosure is made.

3.6 Responding to market rumors or reports

3.6.1 Whenever the Company becomes aware of any rumor or report, true or false, that contains material information, the Company will make due inquiry and immediately publicly clarify, confirm or deny the rumor or report through Bursa Securities.

3.6.2 The Company will publicly clarify any rumor or report which is in any form whatsoever and howsoever including that by word-of-mouth and not limited to an article or otherwise, published in a newspaper, newswire, magazine, a broker’s market report or any other publication.

3.6.3 In the case of a rumor or report containing erroneous material information which has been circulated, the Company will immediately announce to Bursa Securities a denial or clarification of the rumor or report and provide facts sufficient to support the denial or to clarify any misleading aspects of the rumor or report.

A reasonable effort will be made to bring the announcement to the attention of the particular group that initially distributed it. In the case of an erroneous newspaper article, for example, this will be done by sending a copy of the announcement to the newspaper’s financial editor, or in the case of an erroneous broker’s market report, by sending a copy to the broker responsible for the report.

3.6.4 In the case of rumor or report containing material information that is correct, an announcement setting forth the facts will be prepared for public release, which will included but not limited to, an indication of the state of negotiations or of corporate plans in the rumored area.

Such announcements are essential even if the matter has yet to be presented by the Company’s Board for consideration.

3.6.5 In the case of rumor or report predicting future sales, earnings or other quantitative data, the Company normally will not respond to the same.

However, if such a report is based on or contains erroneous information, or is wrongly attributed to the Company, the Company will respond promptly to the supposedly factual elements of the rumor or report as required under Paragraphs 9.09 and 9.10 of the MMLR. In addition, the Company will include in the announcement a statement to the effect that the Company has made no such prediction and it is unaware of any facts that would justify making such a prediction.

3.6.6 The GCEO and/or the GCOO will also recommend an appropriate course of action where the Company or an employee of the Company is the apparent source of the rumor.

3.7 Communications with financial analysts, media and investing public

3.7.1 The Spokesperson is permitted to participate in briefing sessions with financial analysts, media and investing public on behalf of the Company.

3.7.2 The GCEO and/or GCOO will also need to brief the Executive Chairman on the materials/information before the actual briefing or interview be conducted.

3.7.3 Briefing materials/information from such briefing sessions will be made available on the Company’s website, if appropriate after the presentation is made. Interested investors who lack access to the internet will be mailed a copy of the briefing materials/information upon request.

3.7.4 The Company will provide only factual and non-speculative information during such briefings.

3.7.5 If material non-public information is inadvertently disclosed at such briefing, the Company will take immediate action to achieve broad public dissemination of the information in accordance with all applicable legal and regulatory requirements.

3.7.6 The Company does not discriminate among recipients of information. Under no circumstances will the Company confirm or attempt to influence a financial analyst’s opinions or conclusions, speculate about future business plans or provide specific “bottom-line” financial expectations for the Company. The Company will provide the same information to both financial analysts and individual investors when requested.

3.7.7 The Company will not comment on opinions made by analysts except where it is a factual error.

3.7.8 A record of all briefings (which include handouts) will be maintained by the Head of Finance and the Group Corporate Services.

3.8 Forward-looking information

3.8.1 The Company may provide forward-looking information to the investing public to enable reasoned evaluations of the Company and its future performance prospects provided that it is not undisclosed material information, it does not deal with future earnings and it has been prepared or reviewed by the GCEO. Such information could include prospects, revenue or profits estimates, forecasts, projections or internal targets and key performance indicators. Such information will be consistent with and complementary to information that has been otherwise provided via timely disclosure documents such as annual reports, news releases, quarterly reports, etc.

3.8.2 Documents containing forward-looking information will be accompanied by a disclaimer cautioning the reader that there are risks and uncertainties that can cause actual results to differ materially from what is indicated in the document. When making oral forward-looking statements, reasonable care will be taken to also include appropriate reference to such risks and uncertainties in the discussion.

3.9 Reviewing analyst reports

3.9.1 The Company may be requested to review draft analysts’ reports from time to time. Only the Spokesperson will comment on the analysts’ reports and such comments will be limited to identifying publicly disclosed factual information that could affect the analysts’ reports and to pointing out inaccuracies or omissions with reference to publicly available information.

3.10 The Company’s website

3.10.1 The Company’s website at www.mkland.com.my provides an avenue for the shareholders and the investing public to access information pertaining to the Company. It contains an “Investor Relations” section.

3.10.2 All disclosure and material information documents of interest to investors will be made available and accessible by the public on the website as soon as after their release through the newswire service. These include corporate proposals, meetings, announcements, financial reporting and all other announcements that are required pursuant to the MMLR.

3.10.3 The Group Corporate Services is responsible for ensuring that the information contained in the “Investor Relations” section of the website is accurate and will be kept up-to-date.

3.11 Restrictions on Insider Trading

3.11.1 Anyone who has access to material information of 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 investing public is Inside Information.

3.11.2 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.

3.11.3 The relevant provisions of the Capital Markets and Services Act 2007 apply to all Insiders.

3.11.4 From time to time, the Company Secretary will advise the Directors and principal officers on the trading restrictions in the Company’s securities in accordance with the provisions of the MMLR.

3.12 Consequences for non-compliance with the disclosure Policy

3.12.1 An employee who violates the Policy may face disciplinary action, which may result in the termination of employment. The violation of the Policy may also violate certain securities laws.

3.12.2 If the Company discovers that an employee has violated such securities laws, it may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

3.13 Contact details

3.13.1 The primary contact persons for Bursa Securities matters is:

Head, Company Secretarial
M K Land Holdings Berhad
Telephone No: (03) 7726 8866
Facsimile No: (03) 7727 9007

4.0 Periodic Review of Policy

The Policy may be reviewed from time to time and any material changes i.e. in compliance with MMLR, will be recommended to the Board for approval.


5.0 Approval

This Policy has been approved by the Board at its Board Meeting held on 29 August 2023.