CORPORATE DISCLOSURE POLICY ("CDP")
1.0 INTRODUCTION
The Board of Directors (“Board”) of P.I.E. Industrial Berhad (“Company”) and its subsidiary companies (“Group”) is committed to provide accurate, clear, timely and complete disclosure of material information pertaining to the Company’s performance and operations to shareholders, investors and the public generally.
2.0 OBJECTIVES
The objectives of the Corporate Disclosure Policy (“CDP”) are as follows:
i. To raise awareness and provide guidance to the Board, Management and employees of the Company on the disclosure requirements and practices;
ii. To provide guidelines and policies in disseminating corporate information to, and in dealing with shareholders, stakeholders, analysts, media and the investing public;
iii. To reinforce the Company’s commitment in compliance with legal and regulatory requirements on disclosure; and
iv. To build good investor relations with the investing public that inspires trust and confidence
3.0 APPLICABILITY AND COMPLIANCE
3.1 APPLICABILITY
The CDP applies to all directors of the Group (“Directors”) and employees (including full time, probationary, contract and temporary staff) (“Employees”), and covers all disclosure made by the Group, including but not limited to:
i. documents filed with the regulators, written statements, annual reports, quarterly and/or interim reports, news releases, letters to shareholders, speeches by senior management, e-mail communication and the information on the Company’s website; and
ii. oral statements made in group and individual meetings, telephone conversations, interviews and press conferences.
3.2 COMPLIANCE
Each Employee has a duty to read, understand and comply with the CDP. The Company is committed to provide regular training sessions or briefings to ensure all Directors and Employees, both new and existing, are fully aware of the policy’s requirements and their individual responsibilities. Violation of the CDP can result in disciplinary action, including termination of employment. The violation of the CDP may also violate certain securities laws, and if any Directors or Employees has violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities.
4.0 STRUCTURE & CONTROL FOR COPORATE DISCLOSURE
4.1 Authorised Personnel
4.1.1 The Board is ultimately responsible for ensuring that the Company’s disclosure requirements are fulfilled. The Board may delegate the implementation and adherence of the CDP to the following executives (“Executives”):
a. Group Managing Director (“Group MD”); and
b. Executive Director.
4.1.2 The responsibilities of the Executives include the following:
a. maintaining an awareness and understanding of the disclosure rules and guidelines;
b. ascertaining whether corporate developments constitute material information, and if so, ensuring the procedures outlined in the CDP are fully adhered;
c. implementing and monitoring of compliance with the CDP and undertaking reviews of any violations, including assessment and implementation of
appropriate consequences and remedial actions; and
d. reviewing and updating the CDP from time to time to ensure compliance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and other regulatory requirements.
4.2 Authorised Spokesperson
4.2.1 The authorised spokesperson for the Company is:
a. Group MD; and/ or
b. Chairman of the Company
4.2.2 Authorised spokespersons shall not disclose any material information that has not been previously made public;
4.2.3 Any Directors or Employees, other than authorised spokesperson, should not respond to requests for Company’s information from the investing public, the media or others unless specifically authorised to do so by an authorised spokesperson. Any such requests should be referred to an authorised spokesperson.
4.2.4 Group MD will be involved in communication and presentation for all meetings with the investment community and media.
4.2.5 If there is any doubt about the appropriateness of supplying information to an outside party, an Employee should contact the authorised spokesperson for advice.
4.2.6 It is not the purpose of this CDP to restrain Employees from communicate with external parties while having a legitimate business purpose. However, the Employees must ensure that any Company’s information provided must in compliance with this CDP and should contact any of the authorised spokespersons if in doubt or uncertain in supplying certain information relating to the Company.
5.0 SCOPE OF THE COPORATE DISCLOSURE
The principal scope of corporate disclosure are as follows:
i. Immediate disclosure of material information;
ii. Periodic disclosures;
iii. Thorough public dissemination;
iv. Clarification, confirmation or denial of rumours or reports;
v. Response to unusual market activity;
vi. Unwarranted promotional disclosure activity; and
vii. Insider trading.
The guidance for corporate disclosure for the above principal scope is provided under the following clauses 5.1 to 5.6 of this CDP.
5.1 Immediate Disclosure of Material Information
5.1.1 Disclosure of Material Information
i) Material information is any information which, in the judgment of the Company is reasonably expected to have a material effect on the following:
a. the price, value or market activity of any of the securities of the Company; or
b. the decision of a holder of securities or an investor in determining his choice of action, and may include information which –
• concerns the Company’s assets and liabilities, business, financial condition or prospects;
• relates to proposed corporate exercises;
• relates to dealings with Employees, suppliers, customers and others;
• relates to any events affecting the present or potential dilution of the rights or interests of the Company’s securities; or
• relates to any event materially affecting the size of the public holding of its securities.
ii) The following guidelines will be followed by the Company to fulfil its obligation to make immediate announcement of material information:
a. for the prescribed events as set out in Paragraph 9.19 of the Listing Requirements of Bursa Securities, the Company will immediately announce
the event upon its occurrence;
b. where the materiality for an event or transaction can be quantified, the decision on materiality will be in accordance with the threshold of the percentage ratio as set out under the Listing Requirements of Bursa Securities. An announcement will be made if the transaction triggers the prescribed percentage ratio applicable for that type of transaction; and
c. where the materiality for an event or transaction cannot be quantified, the Company will undertake a materiality assessment of the information before making an announcement. In making the assessment of whether an event of information is material for the purpose of an announcement, the Company will
• take into account the relevant factors as follows: the anticipated impact of the information on the Group’s entire scope of activities;
• the anticipated impact of the information on the Group’s financial position or performance; or
• the relevance of the information on the factors that determine the price of the listed securities of the Company.
d. the material information release shall also be guided by all Non-Disclosure Agreement/ Confidentiality Agreement entered into by the Company and its subsidiaries with customers, suppliers and business associates.
5.1.2 Responsibilities and Procedures on Disclosure of Material Information
i) The Group MD or Executive Director together with the key senior management gather necessary information for the appointed adviser or the Company Secretary to prepare the draft announcement in accordance with the applicable securities law and Listing Requirements.
ii) The Group MD or Executive Director will review and validate all financial data or corporate information contained in the draft announcement to ensure that disclosures are consistent with the prevailing accounting standards and guidelines as well as this CDP and the Listing Requirements. The draft announcement shall then be approved by the Group MD or Executive Director.
iii) The Company Secretary or the appointed adviser shall release the announcement to Bursa Securities once the announcement is approved by the Group MD or Executive Director.
iv) After the release of the announcement to Bursa Securities, the announcement will be made available on the website of the Group.
v) Where, in the judgment of the Company, the materiality for an event or transaction cannot be quantified or ambiguous or is uncertain, in addition to
the guidelines set out in 5.1.1 (ii)(c), the Company Secretary maybe instructed by the Executive Director to obtain written response from Bursa Securities, where applicable, the requirement to release announcement(s) for such event. Such Bursa Securities’ response shall be shared with the Board and where applicable, followed by step (i) to step (iv) above.
5.1.3 Withholding and Maintaining Confidentiality of Material Information
i) There are exceptional circumstances when the Company can withhold or delay disclosure of material information temporarily, provided that the strictest confidentiality is maintained. The exceptional circumstances where disclosure may be temporarily withheld are as follows:
a) when immediate disclosure will prejudice the ability of the listed issuer to pursue its corporate objectives;
b) when the facts are in a state of flux; or
c) where laws prohibit the disclosure of such information.
ii) If the material information is being withhold, the Company must ensure that the strictest confidentiality is maintained by limiting the number of people with access to the material information and ensuring the security of all confidential documents in accordance to internal control policies on confidentiality.
iii) The Company will immediately announce the information withheld to Bursa Securities in accordance with the Listing Requirements, if the following
circumstances occurs:
a. unusual market activity in the Company’s securities which signifies that a “leak” of the information may have occurred;
b. rumours or reports concerning the information have appeared; or
c. where the Company learns that there are signs that insider trading may be taking place.
5.2 Periodic Disclosures
5.2.1 Quarterly Report
An interim financial report that is prepared on a quarterly basis (“Quarterly report”) must be announced to Bursa Securities as soon as the figures are approved by the Board and in any event not later than two months after the end of each quarter of a financial year. The Quarterly report must include the information as stipulated in the Listing Requirements.
5.2.2 Issue of Annual Audited Financial Statements and Annual Report
The Company must issue its annual report that include the annual audited financial statements on a consolidated basis together with the auditors’ and directors’ reports of the Company, and forward them to Bursa Securities and shareholders not later than four (4) months from the close of the financial year end of the Company. The annual audited financial statements together with the auditors’ and directors’ reports must be announced to Bursa Securities not later than four (4) months from the close of the financial year end of the Company.
5.3 Thorough Public Dissemination
5.3.1 Equal Access to Material Information
i. The Company shall release material information to the public in a manner designed to obtain its fullest possible public dissemination.
ii. No disclosure of material information is made on an individual or selective basis to journalists, analysts, fund managers or other persons unless such
information has previously been fully disclosed and disseminated to the public.
iii. Any public disclosure of material information must be made by an announcement first to Bursa Securities or simultaneously to Bursa Securities, the press and the newswire services
5.3.2 Communicating with Journalists, Analysts and Fund Managers
i. The Company may provide information relating to the business, operations or financial performance of the Company and/or Group to the journalists, analysts and/or fund managers provided that such information is not undisclosed material information.
ii. Similarly, when responding to questions from journalists, analysts and fund managers, or when commenting on their reports, the Company can provide
any information, as long as it does not include any undisclosed material information.
iii. In the event that the non-public material information has been inadvertently disclosed when responding to questions or commenting on the reports, the
Company shall immediately announce to Bursa Securities.
5.3.3 Website
i. The Company has a website which acts as a channel to disseminate information and to allow access to information about the Group by the shareholders and public. The website also distinguishes an “Investor Relations” section containing disclosure and information of interest to the investors.
ii. The contents of the “Investor Relations” section of the website shall include but not limited to the following:
a. announcement to Bursa Securities including periodic financial statements, annual reports and circulars to shareholders;
b. financial summary;
c. general meetings, reports & minutes; and
d. information which may be relevant and useful to the shareholders.
Besides that, the website also contains the email address, names of the designated persons and their contact numbers to enable the public to forward queries to the Company.
5.4 Clarification, Confirmation or Denial of Rumours or Reports
5.4.1 Whenever the Company becomes aware of a rumour or report (true or false) that contains material information, the Company will make due enquiry and immediately publicly clarify, confirm or deny the rumour or report circulated by any means including by word-of-mouth, an article published in a newspaper, newswire, magazine, a broker’s market report or any other publication.
5.4.2 The Company will respond to a rumour or report by making an announcement to Bursa Securities which should contain sufficient facts to support the clarification, confirmation or denial of the rumour or report.
5.4.3 Any follow-up notifications to the regulatory authorities will be circulated to the Board, if deemed necessary.
5.5 Response to Unusual Market Activity (“UMA”)
5.5.1 Where unusual trading activity, price movement, or both occurs on the securities of the Company, the Company will immediately undertake a due enquiry to seek the cause of the UMA.
5.5.2 If the Company determines that the UMA results from material information that has already been publicly disclosed pursuant to the Listing Requirements, no further announcement is required. However, if the UMA indicates that such material information may have been misinterpreted, the Company will issue a clarifying announcement to the Bursa Securities. Appropriate measures will be taken to inform the Board, if deemed necessary, on such further clarifications.
5.5.3 If the UMA results from a “leak” of previously undisclosed information, the Company will publicly disclose the information in question in accordance with the Listing Requirements and this CDP.
5.5.4 If the cause of the UMA cannot be determined, the Company will announce that there have been no undisclosed developments which would account for the UMA.
5.6 Unwarranted Promotional Disclosure Activity
5.6.1 The Company will refrain from any form of promotional disclosure activity which may mislead investors or cause unwarranted price movement and trading activity in the Company’s securities.
Such activity includes news releases, public announcements, predictions, reports or advertisements, which are unjustifiable, exaggerated, flamboyant, overstated or overzealous.
5.7 Insider Trading
5.7.1 Pursuant to the Capital Markets and Services Act 2007 (“CMSA”), a person is an “insider” if that person:
i. possesses information that is not generally available which on becoming generally available a reasonable person would expect it to have a material
effect on the price or value of the securities; and
ii. knows or ought reasonably to know that the information is not generally available.
5.7.2 The restriction of insider trading is governed by Section 188 of CMSA and Paragraph 9.14 and 9.15 of the Listing Requirements. An insider must not:
i. acquire or dispose of the securities of the Company, or enter into an arrangement for or with a view to the acquisition or disposal of the securities
of the Company, on the basis of the material information which is not known to the investing public;
ii. procure, directly or indirectly, an acquisition or disposal of, or the entering into an agreement for or with a view to the acquisition or disposal of the securities of the Company, on the basis of the material information which is not known to the investing public; or
iii. inform or tip any other person of undisclosed material information unless the sharing of that information is in the necessary course of business.
5.7.3 Directors or Employees who possess undisclosed material information are prohibited from dealing directly or indirectly in the Company’s securities unless the information has been publicly disclosed at least one (1) full market day from the date of the announcement of material information.
6.0 REVIEW OF THE CDP
i) This CDP has been adopted by the Board on 11 March 2026. Any subsequent amendment to the CDP can only be approved by the Board.
ii) This CDP will be periodically reviewed by the Board to ensure that it remains current and effective in accordance with the needs of the Company and any new regulations that may have an impact on the disclosure obligations and practices.
iii) This CDP is made available for reference in the Company’s website.