27 February 2020
On 7 February 2020, Singapore Exchange Regulation (“SGX RegCo”) announced that issuers would be granted an extension of time of up to two months (i.e. until 30 June 2020) (“Waiver”) to hold their annual general meetings (“AGMs”) to approve their 31 December 2019 (“FY December 2019”) financial results if certain criteria are fulfilled. Issuers must issue their annual reports to shareholders and Singapore Exchange (“SGX”) at least 14 days before the date of their AGM.
This development follows feedback from audit professionals facing practical difficulties in performing the statutory audits for FY December 2019, due to the measures the authorities have implemented in response to the novel coronavirus (“Covid-19”) situation.
Criteria and notification procedure
The Waiver will be granted to issuers if they fulfil the following criteria (“Criteria”):
- Their financial year-end is 31 December 2019;
- Their principal place of business is in the People’s Republic of China (“PRC”) or they have business with significant operations in the PRC;
- Their statutory audits for FY December 2019 were affected due to the travel restrictions and/or other measures imposed by the authorities in response to Covid-19; and
- Approval of a similar application for extension of time by the Accounting and Corporate Regulatory Authority (“ACRA”) or other relevant regulatory authorities (where applicable).
ACRA will process and allow these applications for extension of time through its existing online system if issuers fulfil criteria (1) to (3) above. ACRA will also waive the fees for such applications.
Issuers seeking the Waiver must notify SGX RegCo via the RegCo Submissions Portal:
- that they wish to be granted the Waiver;
- how they have met the Criteria, including obtaining confirmation from their auditors on criteria (2) and (3); and
- the indicative timeline to convene their AGM.
Announcement via SGXNet
Upon confirmation from SGX RegCo, issuers are to announce via SGXNet:
- the Waiver;
- the indicative timeline to convene their AGM; and
- confirmation of compliance with the following waiver conditions:
- the Board of Directors’ confirmation that the issuer has fulfilled the Criteria; and
- the Board of Directors’ confirmation as to whether the Waiver is/will be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer’s country of incorporation).
Notwithstanding the Waiver, issuers remain subject to continuous disclosure obligations under the Mainboard Rules and the Catalist Rules (together, “Listing Rules”). This means that all material information, whether price-sensitive or trade sensitive information, must be disclosed on a timely basis. Where the issuers’ operations are materially affected by the Covid-19 situation, they should make timely disclosure on the financial impact or any other material aspects immediately via SGXNet under Listing Rule 703.
SGX RegCo also encourages issuers with PRC operations to provide voluntary updates via SGXNet as to the extent (if any) they have been affected by the Covid-19 situation.
Issuers are still required to release their unaudited financial statements for FY December 2019 by 29 February 2020 pursuant to Listing Rule 705(1). If there are any material adjustments subsequently made by auditors resulting in material variance from the previously announced unaudited full year results, this must also be immediately disclosed pursuant to Mainboard Rule 704(6) / Catalist Rule 704(5).