المادة 54: Disclosure Requirements of Closed-Ended Investment Traded Fund

Article 54: Disclosure Requirements of Closed-Ended Investment Traded Fund

a. Disclosure of material developments

1) The fund manager must disclose to the Authority and the unitholders without delay any material developments in its sphere of activity which are not public knowledge and which may affect the fund’s assets and liabilities, its financial position or the general course of its business, and which may:

a. which leads to movements in the price of the fund's listed units; or

b. significantly affect the fund's ability to meet its commitments in respect to the debt instruments.

2) In determining whether a development falls within the scope of Paragraph (a) of this Article, the fund manager must assess whether a prudent investor would be likely to consider information about the development in making his/her investment decision.

b. Disclosure of specific events The fund manager must disclose without any delay to the Authority and the unitholders any of the following developments (whether a material development as per Paragraph (a) of this Article or not):

1. any transaction to buy, sell, mortgage or lease an asset at a price equal to or greater than (10%) of the fund's net assets value according to the latest reviewed interim financial statements or audited annual financial statements, whichever is later;

2. any losses equal to or greater than (10%) of the fund's net assets according to the latest reviewed interim financial statements or audited annual financial statements, whichever is later;

3. any dispute, including any litigation, arbitration or mediation where the value involved is equal to or greater than (5%) of the fund's net assets according to the latest reviewed interim financial statements or audited annual financial statements, whichever is later;

4. the increase or decrease in the fund's net assets equal to or greater than (10%) according to the latest reviewed interim financial statements or audited annual financial statements, whichever is later;

5. the increase or decrease of the fund's gross profit equal to or greater than (10%) according to the latest audited annual financial statements;

6. any transaction between the fund and a related party or any arrangement through which the fund and a related party invest in any project or asset or provide financing thereof if such transaction or arrangement is equal to or greater than (1%) of the fund's gross revenues according to the latest audited annual financial statements;

7. any interruption in the principal activities of the fund equal to or greater than (5%) of the fund's gross revenues according to the latest audited annual financial statements;

8. the issuance of any judgement, decision, order or declaration by a court or judicial body, whether at first instance or on appeal, which may adversely affect the Fund's utilisation of any portion of its assets which is equal to or exceeds (5%) of the fund's net assets according to the latest reviewed interim financial statements or audited annual financial statements, whichever is later; or

9. any proposed change to the fund's total assets value.

c. Disclosure relating to substantial unitholder dealings:

1. Any person must notify the Exchange if such person becomes the owner of, or is interested in, (5%) or more of the fund’s units, within a maximum period not exceeding the end of the third trading day following the execution of the transaction or the occurrence of the event which results such ownership or interest; the notification shall also include a list of persons who have an interest in the units that they own or control.

2. The person referred to in Subparagraph (1) of Paragraph (c) of this Article must notify the Exchange in the event of any change to the list of persons referred to in Subparagraph

(1) of Paragraph (c) of this Article, including any event which requires the inclusion of a person to that list or the exclusion of any person who has been previously included in that list. Such notification must be made during a period not exceeding the end of the third trading day following the occurrence of the event that led to the relevant change.

3. For the purposes of this Paragraph, in calculating the total number of the fund's units in which a person is interested, that person shall be deemed to be interested in any units owned or controlled by any of the following persons:

a. a relative of that person;

b. a company controlled by that person; or

c. any other persons with which that person has agreed to act in concert to acquire an interest in the fund units.

4. the notification referred to in Subparagraph (1) of Paragraph (c) of this Article must contain at least the following information:

a. the names of the persons who own the units or who have the right to dispose of the subject units;

b. details of the ownership process; and

c. details of any loans or financial support for the ownership process that the person has received from any other persons.

d. Where, in the opinion of the fund manager, disclosure of any matter required under the provisions of this Part would be unduly detrimental to the fund and the omission is not likely to mislead unitholders with regard to facts and circumstances, knowledge of which is essential for the assessment of the fund units in question, the fund manager may apply to postpone the relevant requirement or waive it. The fund manager must in that case provide the Authority on a strictly confidential basis with a statement of the request together with the reasons why the fund manager believes that the information shall not be disclosed at that time. The Authority may approve the application for postponing or waiving the relevant requirement or reject it. If the Authority approves the application, the Authority may at any time require the fund manager to disclose any information on the waiver or postponement of the disclosure.

e. All information and material developments set forth in this Article shall be deemed confidential until they are disclosed. Before disclosing such information, the fund manager is prohibited from communicating such information to parties not bound by a confidentiality obligation and an obligation to protect such information. A fund manager must also take all necessary steps to prevent the leakage of any information or material developments before disclosing it as per these Regulations.

f. The fund manager must determine the need to publish a disclosure to the public in response to rumors related to any material developments, and the Authority may require such publication to be made by the fund manager as it sees appropriate .

g. The fund manager must comply with the provisions of the Investment Funds Announcements Instructions.

h. The fund manager must publish all information required to be disclosed under this Article on its website and the Exchange’s website, and such information must be complete, clear, accurate and not misleading.