Corporate Disclosure Policies and Procedures

1. Preamble

In formulating this policy, PMB Technology Berhad (“PMBT” or “the Company”) has taken into account the recommendations contained in the Malaysian Code on Corporate Governance (MCCG) 2017 and its disclosure obligations contained in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

PMBT is committed to provide accurate, clear and timely disclosure of material information pertaining to the Company’s performance and operations to shareholders, media, investing community and other stakeholders

PMBT will ensure material information concerning the Company is made as freely and widely as practicable and shareholders, media and the investing community have equal access to such information to avoid individual or selective disclosure, subject to compliance with the relevant rules and regulations. The Company encourages exchange of views with its principal stakeholders and will organise its communications to facilitate such dialogue. PMBT will take reasonable steps to ensure that all person invest in its securities enjoy equal access to such information.

This Corporate Disclosure Policy applies to directors and employees of the Company and its subsidiaries (“PMBT Group” or the “Group”). It outlines the Company’s approach towards the determination and dissemination of material information especially price-sensitive information, the circumstances under which the confidentiality of the information will be maintained, and prohibitions on insider trading. It also sets out the internal guidelines to facilitate implementation and consistent disclosure practices across the PMBT Group.


2. Rationale and Objective

To develop an effective Investor Relations (“IR”) programme and strategy to communicate the corporate vision, strategies, developments, financial plans and prospects to investors, financial community and other stakeholders fairly and accurately and to obtain feedback from the stakeholders

This policy also aims to: -

  • Develop and maintain a positive relationship with all the shareholders and stakeholders through active two-way communication;
  • Promote and demonstrate a high standard of integrity and transparency through timely, accurate, quality and full disclosure.

3. Procedures and Practices on Corporate Disclosures

  1. Material information
    I) Material information is any information about the PMBT Group which is reasonably expected to have a material effect on:-
    II) The events which may require immediate disclosure are set out in Paragraph 9.04 of the MMLR and all amendments thereto from time to time by Bursa Securities and/or other regulators.

    III) Materiality can be subjective and the Company will take the approaches to assess the likely effect of the information on the price, scope of activities and financial position or performance of the Company’s securities, in addition to determine whether the circumstances or events are measurable and would trigger the relevant thresholds in the percentage ratio calculations as set out in the MMLR.

    IV) Without prejudice to the generality of what amounts to material, (save for related party transactions) the Company has determined the threshold for the disclosure of material information, by way of an announcement to Bursa Malaysia, for the transactions provided in Appendix I

    The threshold for Related Party Transaction and Recurrent Related Party Transaction are governed by Chapter 10 of the MMLR.

    V) PMBT must immediately announce to Bursa Securities the events set out in Paragraph 9.19 of the MMLR and all amendments thereto from time to time by Bursa Securities and/or other regulators.
    • The market price or value of the Company’s securities; or activity in the trading of its securities; orsuspected fraud or criminal offences;
    • The decision to buy, sell or continue holding the Company’s securities which is made by an existing holder of those securities, or someone considering an investment in those securities.
  2. Responsibility to report on significant corporate developments
    I) It is essential that the Chief Executive Officer and Executive Director be fully informed on all the Company’s developments that could potentially impact the disclosure process.

    II) It is the responsibility of the Chief Executive Officer to keep the Executive Directors fully apprised of all significant developments in the Company and Group so as to:-
    • Facilitate determination of materiality, appropriateness and timing for public
    • Disclosure of the information, or whether the information should remain confidential;
    • Ensure appropriate understanding of significant developments and updates which may be relevant to on-going communication with the investing community; and
    • Avoid denying significant developments when in fact, such developments are occurring.

4. IR Structure and Responsibility

The Company has established the following IR structure and responsibility for the implementation of IR programme and strategy:-

Primary Spokespersons:
The Company’s Chief Executive Officer has been appointed to communicate with audience constituents and respond to questions in relation to the corporate vision, strategies, developments, future prospects, financial results and plans, operation matters, and etc.

Secondary Spokesperson:
The Head of Corporate Affair may only communicate to audience constituents on information already in the public domain, unless they are authorised by the Primary Spokespersons to undertake broader communications.

5. Mode of Disclosure
The Company makes use of a broad range of communication channels to disseminate information regarding the Company. These would include:

  1. Electronic facilities provided by Bursa Securities;
  2. Press releases;
  3. Corporate website;
  4. Emails;
  5. Oral statements made in group meetings and individual meetings with members of the investment community (which include analysts, investors, investment dealers, brokers, investment advisers and investment managers) or with employees;
  6. News conferences, road shows, industry events and investor conferences; and
  7. Annual General Meetings / Extraordinary General Meetings.

6. IR Programme and Strategies
The Company has the following programmes and strategies in place to bridge and enhance the relationship with investors or potential investors:-

  1. Announcement of Material Information and Press ReleaseAfter the approval from Chief Executive Officer on releasing of material information is obtained, an announcement is made to Bursa Securities and/or a company press release will be issued to all major newspapers
  2. Annual General Meeting or Extraordinary General Meeting or Press Conference
    The Annual General Meeting or Extraordinary General Meeting or Press Conferences is held to communicate with the shareholders on the Company’s performance, strategy, proposed corporate exercises, outlook and other operational matters.
  3. Annual and Quarterly Financial Reports
    The Annual Report and quarterly financial reports are prepared in the format which is in compliance with the MMLR and are submitted to Bursa Securities.
    The Annual Report may be printed and distributed to shareholders and other interested group by either softcopy or hardcopy. It will be available on the website of the Company.
  4. Meetings or Interviews with Investors, Analysts and Media
    The primary spokespersons will meet the shareholders, analysts or media to update them on the Company’s performance, strategy, development and etc. The spokespersons must exercise care to ensure only information already in public domain is communicated in the meetings or interviews.
  5. Participate in Investor Relations Web Portal
    The Company has established a corporate website including the creation of an IR section within the corporate website to reach out to current and potential investors.

7. Reports and Rumours

  1. Analysts’ reportsIt is the Company’s policy not to provide focused guidance to analysts in their efforts to develop their financial reports or earnings estimate of the Company. The Company will point out factual errors or assumptions which are inconsistent with previously announced information. However, the Company will not review and comment on the analysts’ reports, its conclusions or investments recommendations.
  2. Rumours
    It is the Company’s policy not to respond or comment on market rumours and speculation, unless they appear to contain material information, or may be reasonably expected to affect the price of the Company’s securities or trading activity in those securities,
    When a report or rumour about the Company contains material errors, the Company may issue an announcement to Bursa Securities to deny or clarify the matter, and provide sufficient supporting information in accordance with the Listing Requirements.


8. Maintaining Confidentiality

Any employee privy to confidential corporate information is prohibited from communicating such information to anyone else, unless it is necessary to do so in the course of business or required by law (provided always the employee must give prior notification to the Company if he/she is compelled by law to make disclosure). Efforts will be made to limit access to such confidential information to only those who “need to know” the information.

Outside parties privy to undisclosed material information concerning the Company will be advised that they must not divulge such information to anyone else. Management shall ensure that such outside parties confirm their commitment to non-disclosure under a written confidentiality agreement.

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

  • When immediate disclosure would prejudice the ability of the Company to pursue its corporate business objectives;
  • When the facts are in a state of flux and a more appropriate timing for disclosure is imminent; and
  • Where company or security laws restrict such disclosure.


9. Insider Trading
A person is an “insider” if that person

  1. 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 the value of the securities; and
  2. knows or reasonably ought to know that the information is generally not available.

Insiders must not trade on the basis of material information which is not known to the investing public.

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

10. Obtaining Feedback
The Company has developed various channels for shareholders and major stakeholders to provide their comments and feedback in relation to the Company’s operational, performance, governance and strategic matters
The Company will consider the relevant comments and feedback received in establishing its corporate strategy.

11. Continuing Training Programme

Continuous learning such as attending seminar and training courses will be recommended on an going basis to uplift the competencies and skills of the spokespersons and enable them to keep abreast with the micro and macro changes.

12. Periodic Review and Disclosure
The policy shall be reviewed periodically by the Board.

13. Contact Details

This policy is reviewed and approved by the Board on 24 February 2020.





(Pre-Determined Threshold for Announcement to Bursa Securities)


(Important: Notwithstanding the pre-determined threshold, the materiality test under Paragraph 9.03(2) of the MMLR remains applicable)


  1. Contract Awarded to the Group and Associate Companies
  1. Triggering Event
  1. Receipt and acceptance of a written documentation from the client or the client’s authorised representative confirming the award of the contract and the document sets out the agreed terms and conditions.
  2. Example of documents: letter of award and contract / agreement.
  1. Threshold
    Value of contract is equivalent to an amount ≥ 10% of the Group’s total annual revenue (latest audited accounts).


  1. Terminated Contracts
  1. Triggering Event
    Receipt of a written documentation from the client or the client’s authorised representative terminating the contract.
  2. Threshold
    Value of unbilled fee is equivalent to an amount ≥ 10% of the Group’s total annual revenue (latest audited accounts).


  1. Litigation / Arbitration (against the Group and/or Associate Companies)
  1. Triggering Event
    Receipt of Originating Summons or Writ of Summons / Written Notification of Arbitration Proceedings.
  2. Threshold
    Potential exposure based on the opinion provided by the appointed legal firm exceeds 5% of the Company’s annual revenue (latest audited accounts).


  1. Announcement on Transactions
  1. Triggering Event
    Upon the signing of any document confirming the transaction.
  2.  Threshold
    Any one of the percentage ratios (as listed in Paragraph 10.02(g) of the MMLR) and requirements under Part D and Part E of the MMLR.
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