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Corporate Disclosure Policy

Objective

The objective of this Corporate Disclosure Policy is to provide guidelines and policies in disseminating material corporate information to the public by NetX HoldingsBerhad (“NetX” or “Company”) (formerly known as Ariantec Global Berhad) in accordance with all applicable legal, regulatory requirements with an aim to ensuring that all public disclosures are factual, correct and on a timely and even basis.

Application

This Policy applies to all NetX’s directors, officers, employees, consultants and any other person or company that is engaged or may be engaged in a business or professional activity with NetX (collectively, “NetX Personnel”).

Copy of this policy is made available to all NetX Personnel either directly or by posting of this policy on the Company’s website.

References to “NetX” and “Company” include NetX Holdings Berhad and all of its subsidiaries.

Procedures and Practices

  1. Material Information
    1. Information is considered material, if it is reasonably expected to have a material effect on:
      1. the price, value or market activity of the Company’s securities; or
      2. the decision of a holder of securities of the Company or an investor in determining his choice of action.
    2. Information may include information which:
      1. concerns the Company’s assets and liabilities, business, financial condition or prospects;
      2. relates to dealings with employees, suppliers, customers and others;
      3. relates to any event affecting the present or potential dilution of the rights or interests of the Company’s securities; or
      4. relates to any event materially affecting the size of the public holding of its securities.
  2. Responsibilities and Procedures for Disclosure of Material Information
    1. The Chief Financial Officer will manage all of the Company’s release of announcements of material information to Bursa Securities through the Secretarial Agent.
    2. The Company Secretary will assist in drafting the relevant announcement for review by the Chairman/Deputy Chairman/Executive Director/majority Directors to ensure accuracy of the contents in the announcement.
    3. The Chief Financial Officer has the duty to review and verify the accuracy of all financial data and all information contained in the announcement.
    4. All announcements must be approved by the Chairman/Deputy Chairman/Executive Director/majority Directors or his designate before the release of the announcements to Bursa Securities.
    5. To ensure the news or material information better understood and widely disseminated, the Company may request Bursa Securities for a suspension in the trading of the Company’s securities, so that an announcement can be made during trading hours.
    6. For press release, after review by the Chairman/Deputy Chairman/Executive Director, announcement on the same must first be released before releasing to the media to ensure widest possible public dissemination. The press release must be made available on the Company’s website.
    7. The Chief Financial Officer should monitor after the release of the press release to ensure accurate media reporting and to take any corrective measures, if necessary.
  3. Maintenance of Disclosure Record
    The Chief Financial Officer shall maintain all disclosure documents prepared and filed with the relevant authorities in a secured space.
  4. Withholding of Material Information
    The Company may temporarily refrain from publicly disclosing material information, provided that complete confidentiality is maintained. Where material information is withheld, the Company must refrain from delaying disclosure for an unreasonable period of time since it is unlikely that confidentiality can be maintained beyond a short period of time. In case of doubt, the presumption must always be in favour of disclosure. The Company will only withhold material information from the public:
    1. when immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives;
    2. when the facts are in a state of flux and a more appropriate moment for disclosure is imminent; or
    3. where company or securities laws may restrict the extent of permissible disclosure before or during a public offering of securities or a solicitation of proxies.
    If material information is being withheld, the Company must ensure that confidentiality is maintained at all times to minimise leakage of information.
  5. Responding to Market Rumours or Reports
    1. Whenever the Company becomes aware of a rumour or report, the Company should consult with its directors, major shareholders and such other persons familiar with the matter, to ascertain whether:
      1. the rumour or report contains undisclosed material information; and
      2. immediate disclosure is required to clarify, confirm or deny the rumour or report.
    2. The Company shall not respond to or clarify articles or reports that are considered general in nature, unless such information has an impact on the price of its securities or affects investment decision.
    3. The Company shall make an immediate announcement to deny or clarify the rumour or report and provide facts sufficient to support the denial or to clarify any misleading aspects of the rumour or report.
    4. The Company shall make a reasonable effort to bring the relevant announcement to the attention of the particular group that initially distributed the rumour or report.
    5. In the case of an erroneous newspaper article, a copy of the announcement should be sent to the newspaper’s financial editor, or in the case of an erroneous broker’s market report, a copy of the announcement should be sent to the broker responsible for the report.
    6. If the rumour or report contained material information that is correct, an announcement setting forth the facts must be prepared for public release. Such announcements are essential even if the matter has yet to be presented to the Company’s board of directors for consideration.
    7. In the case of a rumour or report predicting future sales, earnings or other quantitative data, no response from the Company is ordinarily required, unless such report is manifestly based on or contains erroneous information, or is wrongly attributed to the Company, the Company must respond promptly to the supposedly factual elements of the rumour or report as required under the ACE Market Listing Requirements (“LR”) of Bursa Malaysia Securites Berhad (“Bursa Securities”). In addition, the Company must include in the announcement a statement to the effect that the Company has made no such prediction and currently knows of no facts that would justify making such a prediction.
    8. If immediate disclosure is not required under the LR, the Company should decide whether to make a voluntary announcement clarifying, confirming or denying the rumour or report after consulting the board of directors.
  6. Unusual Market Activity
    1. Where unusual price movement, trading activity, or both (“unusual market activity” or “UMA”) occurs, the Company must immediately:
      1. undertake due enquiry with the relevant persons such as its directors, major shareholders and persons familiar with the affairs of the Company, to determine the cause; and
      2. issue a clarifying announcement.
    2. The Company must ensure that the enquiry or information gathering process is carried out efficiently and the announcement is made on an immediate basis irrespective of whether a written UMA query is issued by Bursa Securities.
    3. If the Company determines that the UMA results from material information that has already been publicly disclosed pursuant to the LR, generally no further announcement is required. However, if the UMA indicates that such information may have been misinterpreted, a clarifying announcement is required.
    4. If the UMA results from a “leak” of previously undisclosed information, the information in question must be publicly disclosed.
    5. If the UMA results from a rumour or report, the Company shall comply paragraph 5 above.
    6. If the Company is unable to determine the cause of the UMA, the Company must announce that there have been no undisclosed developments which would account for the UMA.
  7. Company’s website
    1. The Company must publish on its website at www.netx.com.my all announcements made to Bursa Securities as soon as practicable after the same are released on Bursa Securities’ website.
    2. The Company’s website must contain the current office address and office contact numbers to enable the public to forward queries to the Company.
    3. The Chief Financial Officer or his designate shall monitor the Company’s website to ensure the website is current, informative and contain all information which may be relevant to the Company’s shareholders including analyst’s briefings.
  8. Restrictions on Insider Trading
    1. Any person who has access to material information of the Company, its financial condition and its operations that have not been disclosed to the investing public, is regarded as an insider.
    2. Insiders must not trade on the basis of material information which is not known to the investing public, nor pass on that information to help another person to deal in the Company’s securities.
    3. The relevant provisions of the Capital Markets and Services Act 2007 and the Companies Act, 1965 shall apply to all insiders.
    4. The Company Secretary would advise the board of directors from time to time on the trading restriction in the Company’s securities in accordance with the provisions of the LR.

Designated Spokespersons

Disclosure of corporate information and communication with investment analysts, potential investors, media or other parties will be made only by individuals who have been authorized for this purpose.

The following personnel are currently authorized as NetX’s primary corporate spokespersons. From time to time, they may authorize other persons to communicate with the media or the investor community.

  • Chairman/Deputy Chairman
  • Executive Director

Anyone who is not authorized must not respond under any circumstances to inquiries on price sensitive information from the investment community, media or other parties. All such inquiries shall be referred to the Corporate Spokespersons.

It is not the intent of this policy to restrict employees from speaking to outside parties. However, when doing so, employees must ensure that any Company information provided is in compliance with this policy and should contact a member of the Board of Director if in doubt about the appropriateness of supplying certain information.

Confidentiality of information

All NetX Personnel who are in possession of price sensitive information should not disclose undisclosed material information and shall not disclose confidential information to others prior to the broad public dissemination of that information.

Disclosure of material non-public information to a selected group of people is prohibited.

NetX Personnel are expected to observe the following:

  • Not to discuss business affairs in places where the discussion may be overheard.
  • Confidential documents should not be read or displayed in public places or discarded where they can be retrieved.
  • Documents and files containing confidential information should be kept in a safe place with restricted access.
  • Transmission of documents by fax, email or other electronic means should be made only where it is reasonable to assume that transmission can be made and received under secure conditions.
  • Documents containing confidential information should be promptly removed from conference room and work areas after meetings are concluded and extra copies of confidential documents should be destroyed.
  • To immediately inform the Board of Directors if they believe that there may have been an accidental or unintentional disclosure of material non-public information.

Unintentional Disclosure of Material Non-Public Information

If confidentiality of information is lost or cannot be maintained, the Board of Directors shall immediately take all appropriate steps to make immediate announcement of the relevant material information to Bursa Securities.

Consequences of Non-Compliance with Policy

Failure to adhere to this Policy may lead to disciplinary action and will constitute grounds for termination of office and of employment or if it appears that the LR has not been complied with, the Company may refer the matter to Bursa Securities.

Amendment to this Policy

Amendment to this policy is at the discretion of Board of Directors.