Corporate Disclosure Policy

It is the policy of Uchi Technologies Berhad (“Uchitec” or “the Company”) to ensure informative, timely and accurate disclosure of material information concerning the Company to the public. Uchitec recognizes that individual investors deserve the same access to material information as institutional shareholders and analysts, and is committed to providing fair and equal access to such information through broadly disseminated disclosure.

This Policy deals with how Uchitec and its employees handle material non-public information. It applies to all directors, officers and employees of Uchitec and its operating subsidiaries (collectively, the “Employees”) and insiders (as defined in the Listing Requirement of Bursa Malaysia Securities Berhad).

It covers all methods that Uchitec uses to communicate to the public, such as:

• documents filed with security regulators, written statements made in the Company’s annual and quarterly reports, news and earnings releases, Chairman statement, speeches by management at industry conferences and information contained on the Company’s website.
• oral statements made in both group and individual meetings or telephone calls with analysts and investors, interviews with the media and press conferences.

This disclosure policy does not apply to communications in the ordinary course of business not involving material information.

5.1 Disclosure Committee

The Board, in consultation with the Managing Director of Uchitec, has established a Disclosure Committee for overseeing the Company’s disclosure practices. The members of the Disclosure Committee may change from time to time but at a minimum will include the Executive Director, the Finance Manager and the Investors Relationship Manager.

It is essential that the Disclosure Committee be fully apprised of all material corporate developments to be able to determine whether there is information that should be publicly disclosed and what the appropriate timing is for release of that information. In some cases, the Disclosure Committee and the Board may determine that the information should remain confidential. If that is the case, they will determine how that information will be controlled so that it is not inadvertently released. It is therefore important that everyone within the Company make known to the Disclosure Committee material information relating to the Company. You must provide that information to the Disclosure Committee as you become aware that it is, or may be, material. This applies throughout the year, but is particularly critical when preparation of annual or quarterly financial statements is underway.

Prior to disclosure, the Disclosure Committee shall review the text or public oral statements and documents that contain material information in order to ensure that the statement or document, as the case may be, does not contain misrepresentation (within the meaning of applicable securities laws) or a material misstatement or omission. Such review shall be in addition to, and not in lieu of, the review of such statements or documents by other directors, officers or employees of the Company otherwise responsible for the matters discussed in such statements or documents and/or the review of such statements of documents.

If any person to which this Disclosure Policy applies becomes aware that (a) any information publicly disclosed by the Company contained or may have contained a misrepresentation, or (b) there has been or may have been a failure to make timely disclosure of material information, the Disclosure Committee should be promptly notified and the Disclosure Committee, after conducting a reasonable investigation of the information, shall endeavor to ensure that the material information, or correction thereof, as the case may be, is promptly disclosed in accordance with applicable laws and stock exchange requirements.

5.2 Authorized Spokespeople

The Executive Director is hereby designated as the primary authorized spokesperson. Others within the Company or the Company’s consultants, advisors or public relations service providers may be designated by the Disclosure Committee to respond to, or assist in responding to, specific inquiries as necessary or appropriate. Subject to any specific decision by the Disclosure Committee, the Executive Director is hereby designated to respond to media inquiries and investor relations questions or inquiries.

Employee who are not authorized Spokesperson must not respond under any circumstances to inquiries from the investment community or the media, or from other parties if received outside the scope of the employee’s usual responsibilities, unless specifically asked to do so by an authorized Spokesperson. Any such request for information about the Company should in all cases be directed promptly to the Investors Relationship Manager or in his / her absence, the Finance Manager or, in his/her absence, the Executive Director.

5.3 Material Information

Information is considered material, if it is reasonably expected to have a material effect on:-

1. the price, value or market activity of any of the Company’s securities; or
2. the decision of a holder of securities of the Company or an investor in determining his choice of action. Without limiting the generality of the above, material information may include information which:-
3. concerns the Company’s property, business, financial condition or prospects;
4. relates to dealings with employees, suppliers, customers and others;
5. relates to any event affecting the present or potential dilution of the rights or interests of the Company’s securities; or
6. relates to any event materially affecting the size of the public holding of its securities.

In general, if there is any doubt about whether particular information is material, the Disclosure Committee should err on the side of materiality and release the information publicly.

6.1 Public Disclosure

The Company must make immediate public disclosure of any material information except that in exceptional circumstances, the Company may temporarily refrain from publicly disclosing material information, provided that complete confidentiality is maintained. Where material information is withheld, the Company must refrain from delaying disclosure for an unreasonable period of time since it is unlikely that confidentiality can be maintained beyond a short period of time.

The exceptional circumstances where disclosures can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. In case of doubt, the presumption must always be in favour of disclosure.

The followings are some exceptional circumstances where disclosure may be temporarily withheld:-

Wherever material information is being temporarily withheld, the Disclosure Committee must ensure that the strictest confidentiality is maintained.

During a period where information is withheld, the market activity of the Company’s securities must be closely monitored. The Disclosure Committee must make an immediate announcement to the Exchange of the information withheld, in the following circumstances:-

1. when immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives. Public disclosure of a plan to acquire certain real estate for example, could result in an increase in the Company’s cost of the desired acquisition or could prevent the Company from carrying out the plan at all. In such circumstances, if the unfavorable result to the Company outweighs the undesirable consequences of non-disclosure, disclosure may properly be deferred to a more appropriate time;
2. When the facts are in a state of flux and a more appropriate moment for disclosure isimminent. Occasionally, corporate developments give rise to information which, although material, is subject to rapid change. If the situation is about to stabilize or resolve itself in near future, it may be proper to withhold public announcement until a firm announcement may be made, since successive public announcements concerning the same subject but based on changing facts may confuse or mislead the public rather than enlighten it. In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter, it may become apparent to the parties that it is likely an agreement can be reached. Finally, an agreement in principle may be reached on specific terms. In such circumstances the Company need not issue a public announcement at each stage of the negotiations, describing the current state of constantly changing facts but may await agreement in principle on specific terms. If, on the other hand, progress in the negotiations should stabilize at some other point, disclosure should then be made if the information is material; or
3. Where the Company or securities laws may restrict the extent of permissible disclosure before or during a public offering of securities or a solicitation of proxies.

Wherever material information is being temporarily withheld, the Disclosure Committee must ensure that the strictest confidentiality is maintained.

During a period where information is withheld, the market activity of the Company’s securities must be closely monitored. The Disclosure Committee must make an immediate announcement to the Exchange of the information withheld, in the following circumstances:-

1. unusual market activity in the Company’s securities which signifies that a “leak” of the information may have occurred;
2. rumors or reports concerning the information have appeared; or
3. where the Disclosure Committee learns that there are signs that insider trading may be taking place.

6.2 Thorough Public Dissemination

The Disclosure Committee must release material information to the public in a manner designed to obtain its fullest possible public dissemination.

The Disclosure Committee must ensure that no disclosure of material information is made on an individual or selective basis to analysts, shareholders, journalists or other persons unless such information has previously been fully disclosed and disseminated to the public. In the event that material information is inadvertently disclosed on the occasion of any meetings with analysts, shareholders, journalists or others, it must be publicly disseminated as promptly as possible.

Disclosure of material information can often be made after the market closes. If the disclosure is made immediately before or during trading hours, the Exchange will consider whether a temporary suspension in trading of the Company’s securities is necessary. Such a temporary suspension provides an opportunity for the dissemination and evaluation of the information released.

Any public disclosure of material information must be made by an announcement first to the Exchange or simultaneously to the Exchange, the press and newswire services.

6.3 Clarification, Confirmation or Denial or Rumors or Reports

Whenever the Disclosure Committee becomes aware of any rumor or report, true or false, that contains material information, the Disclosure Committee must make due inquiry and immediately publicly clarify, confirm or deny the rumor or report.

The Disclosure Committee must publicly clarify any rumor or report which is in any form whatsoever and howsoever including that by word-of-mouth and not limited to an article or otherwise, published in a newspaper, newswire, magazine, a broker’s market report or any other publication.

6.4 Response to rumor or report

In the case of a rumor or report containing erroneous material information which has been circulated, the Disclosure must immediately make an announcement to the Exchange denying or clarifying the rumor or report and setting forth facts sufficient to support the denial or to clarify any misleading aspects of the rumors or report. A reasonable effort must be made to bring the announcement to the attention of the particular group that initially distributed it. In the case of an erroneous newspaper article, for example, this should be done by sending a copy of the announcement to the newspaper’s financial editor, or in the case of an erroneous broker’s market report, by sending a copy to the broker responsible for the report.

In the case of a rumor or report containing material information that is correct, an announcement setting forth the facts must be prepared for public release, which shall include but not be limited to, an indication of the state of negotiations or of corporate plans in the rumored area. Such announcements are essential even if the matter has yet to be presented to the Company’s Board of Directors for consideration.

In the case of a rumor or report predicting future sales, earnings or other quantitative data, no response from the Company is ordinarily required. However, if such a report is manifestly based on or contains erroneous information, or is wrongly attributed to the Company, the Disclosure Committee must respond promptly to the supposedly factual elements of the rumor or report as required under 9.09 and 9.10. In addition, the Company must include in the announcement a statement to the effect that the Company itself has made no such prediction and currently knows of no facts that would justify making such a prediction.

6.5 Response to Unusual Market Activity

Where unusual price movement, trading activity, or both occurs, the Disclosure Committee must immediately undertake a due enquiry to seek the cause of the unusual market activity in its securities. The Disclosure Committee must consider in particular whether there is any information concerning the Company which would account for the unusual market activity that:-

1. has recently been publicly disclosed;
2. has not been publicly disclosed (in which case the unusual market activity may signify that a “leak” has occurred); or
3. is the subject matter of a rumor or report.

If the Disclosure Committee determines that the unusual market activity results from material information that has already been publicly disclosed pursuant to these requirements, generally no further announcement is required, although, if the unusual market activity indicates that such information may have been misinterpreted, the Disclosure Committee must issue a clarifying announcement to the Exchange.

If the unusual market activity results from a “leak” of previously undisclosed information, the information in question must be publicly disclosed by the Disclosure Committee in accordance with these Requirements.

If the unusual market activity results from a rumor or report, the Disclosure Committee must comply with paragraphs 9.09 and 9.10.

Finally, if the Disclosure Committee is unable to determine the cause of the unusual market activity, the Disclosure Committee must make a public announcement to the effect that there have been no undisclosed developments which would account for the unusual market activity.

6.6 Promotional disclosure activity

The Disclosure Committee must refrain from promotional disclosure activity in any form whatsoever or howsoever which may mislead investors or cause unwarranted price movement and activity in the Company’s securities.

Such activity includes news releases, public announcements, predictions, reports or advertisements which are:-

1. not justified by actual developments concerning the Company;
2. exaggerated;
3. flamboyant;
4. overstated; or
5. over-zealous.

Although the distinction between legitimate public relations activities and such promotional disclosure activity is one that must necessarily be drawn from the facts of a particular case, the following are frequent hallmarks of promotional activity:-

1. a series of public announcements unrelated in volume or frequency to the materiality of actual developments concerning the Company;
2. announcement of products still in the development stage with unproven commercial prospects;
3. promotions and expense-paid trips, or the seeking out of meetings or interviews with analysts and financial writers, which could have the effect of unduly influencing the market activity in the Company’s securities and are not justified in frequency or scope by the need to disseminate information about actual developments concerning the Company;
4. press releases or other public announcements of a one-sided or unbalanced nature; and
5. Company’s or product advertisements which in effect promote the Company’s securities.

6.7 Quiet Period

Uchitec instituted a “quiet period” beginning on the last day of each quarter and ending when the quarterly financial results are released, in order to avoid the potential for, or the appearance of, inadvertent selective disclosure. During this period, the Disclosure Committee will not initiate discussions with the investor community, but may respond to unsolicited inquiries concerning factual matters about already publicly disclosed information or non-material matters. The Disclosure Committee may, where deemed advisable, direct the authorized spokespeople to cease all communications with analysts and institutional investors during the quiet period. Even where the Disclosure Committee has not done so, Uchitec will generally not participate in investor meetings or conferences during the quiet period, although the Disclosure Committee may on occasion determine it is appropriate to attend such meetings and in such event, we will exercise extreme caution to avoid selective disclosure of any material non-public information and will not discuss the status of the current or prior quarter’s undisclosed operations or expected results or provide any related guidance.

6.8 Contacts with Analysts, Investors and the Media

The Company recognizes that meetings with analysts and investors are an important element of the Company’s investor relations programme. The Disclosure Committee shall meet with analysts and investors on an individual or small group basis as needed and shall initiate contacts or respond to analyst and investor calls on a reasonable best efforts basis in a timely, consistent and accurate fashion in accordance with this Corporate Disclosure Policy.

Spokesperson will keep notes of telephone conversations with analysts and investors and where practical, more than one Disclosure Committee member will be present at all individual and group meetings.

The Disclosure Committee shall provide only non-material information through individual and group meetings, in addition to information that has previously been publicly disclosed.

If previously undisclosed material information is disclosed in a conversation with an analyst or an investor, the Disclosure Committee shall disseminate such information immediately to the public.

6.9 Analyst Models and Reports

It is the Company’s policy to review, upon request, analysts’ draft research reports or models. The Disclosure Committee shall review the draft report or the model for the sole purpose of pointing out errors in fact based on publicly disclosed information. It is the Company’s policy, when an analyst inquires with respect to his / her estimates, to question an analyst’s assumptions if the estimate is a significant outlier among the range of estimates by analysts or the Company’s published earnings guidance (if any). The Disclosure Committee shall limit its comments in responding to such inquiries to non-material information, which could include economic and industry trends that may affect the Company and which are generally known. The Disclosure Committee shall not confirm, or attempt to influence, an analyst’s opinions or conclusions and shall not express comfort with the analysts’ report, model or earnings estimates.

Analyst reports are proprietary products of the analyst’s firm. Re-circulating a report by an analyst may be viewed as an endorsement by the Company of the report. For these reasons, the Company shall not provide analyst reports through any means to persons outside of the Company or to employees of the Company. Analyst’s reports (including the existence thereof) shall not be posted on the Company’s website.

The Company may post a complete list, in alphabetical order, of all investment firms and analysts who provide research coverage on the Company on its website, regardless of their recommendation. If so provided, such list shall not include links to the analysts or any other third party websites or publications.

6.10 Corporate Website

Disclosure of information on Uchitec’s corporate Website does not in and of itself constitute adequate public disclosure of such information. Accordingly, material information which has not otherwise been disclosed in accordance with this policy will not be posted on the Company’s corporate website.

All Uchitec publicly disclosed material information, and presentations to analysts and conferences, shall be made available through the corporate website for a reasonable period of time, unless otherwise decided by the Disclosure Committee. Documents and announcements filed by Uchitec on BURSAlink will be concurrently posted to the corporate website. Uchitec website will be kept up-to-date with the Company’s latest disclosures. Uchitec’s website will not reproduce or link to analysts’ reports.

6.11 Social Media

Employees are prohibited from participating in discussions of Uchitec’s corporate matters in chat rooms, bulletin boards, newsgroup, blogs, or other social networking sites. Employees shall immediately report to the Disclosure Committee any such discussion pertaining to the Company which they find on the Internet. Specific individuals may from time to time be authorized by the Executive Director to communicate with the public on various social media platforms, in accordance with the Company’s policies and guidelines, but no material information may be disclosed.

This Corporate Disclosure Policy shall be available to all persons to which this Disclosure Policy applies. The Disclosure Committee shall endeavor to ensure that all employees are aware of the existence of the Corporate Disclosure Policy, its importance and the Company’s expectation that employees shall comply with the Corporate Disclosure Policy.

Any officer or employee who violates this Corporate Disclosure Policy may face disciplinary action up to and including termination of his or her employment with the Company without notice. The violation of this Corporate Disclosure Policy may also violate certain securities laws. If it appears that a director, officer or employee may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

Please direct your questions as to any of the matters discussed in this Policy to the Company’s Disclosure Committee.

Nil.