2.12 Listing Rules
While the Listing Rules do not expressly prohibit purchase of shares by a listed company during
any particular time or times, the listed company would be considered an “insider” in relation to
any proposed purchase or acquisition of its issued shares. In this regard, the Company will not
purchase any Shares pursuant to the Share Purchase Mandate after a price-sensitive development
has occurred or has been the subject of a consideration and/or a decision of the Board until such
time the price-sensitive information has been publicly announced. In particular, pursuant to Listing
Rule 1207(19)(c), the Company will not purchase or acquire any Shares through Market Purchases
during the period of:
(a)
one (1) month immediately preceding the announcement of the Company’s annual results;
and
(b)
two (2) weeks immediately preceding the announcement of the Company’s quarterly results.
The Company is required under Rule 723 of the Listing Manual to ensure that at least ten per cent.
(10%) of its Shares are in the hands of the public. The “public”, as defined under the Listing Manual,
are persons other than the directors, chief executive officer, substantial shareholders or controlling
shareholders of the Company or its subsidiaries, as well as the associates of such persons.
Based on the Register of Directors’ Shareholdings and the Register of Substantial Shareholders
maintained by the Company as at the Latest Practicable Date, approximately 680,602,446 Shares,
representing approximately 53.41 per cent. (53.41%) of the issued Shares (excluding treasury shares),
are in the hands of the public. Assuming that the Company purchases its Shares through Market
Purchases up to the full three per cent. (3%) limit pursuant to the Share Purchase Mandate, the
number of Shares in the hands of the public not taking into account treasury shares would be reduced
to 642,376,877 Shares, representing approximately 51.97 per cent. (51.97%) of the reduced total
number of issued Shares (excluding treasury shares). Accordingly, the Company is of the view that
there is a sufficient number of issued Shares held in the hands of the public which would permit the
Company to undertake purchases or acquisitions of its issued Shares up to the full three per cent.
(3%) limit pursuant to the proposed Share Purchase Mandate without affecting the listing status of
the Shares on the SGX-ST, and that the number of Shares remaining in the hands of the public will
not fall to such a level as to cause market illiquidity.
In undertaking any purchases or acquisitions of Shares through Market Purchases, the Directors will
use their best efforts to ensure that, notwithstanding such purchases, a sufficient float in the hands
of the public will be maintained so that the purchases or acquisitions of the Shares will not adversely
affect the listing status of the Shares on the SGX-ST, cause market illiquidity or adversely affect the
orderly trading of the Shares.
145
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
APPENDIX
