1. Introduction
| As a public listed company, ChongHerr Investments Limited (ChongHerr/the Company) is required to comply with the continuous disclosure obligations contained in the Listing Rules of Australian Stock Exchange Limited (ASX). This continuous disclosure obligation is complemented by requirements under the Corporations Act 2001. |
2. ASX Disclosure
| 2.1 Obligation Under Listing Rule 3.1, ChongHerr is required to notify the ASX immediately when it is or becomes aware of: • Any information concerning it that a reasonable person would expect to have a material effect on the price or value of the Company's securities. • Paragraph 93 of ASX Guidance Note 8, states the following in relation to the provision of guidance regarding an entity’s results: “As a general policy, a variation in excess of 10% to 15% may be considered material, and should be announced by the entity as soon as the entity becomes aware of the variation. If the entity has not made a forecast, a similar variation from the previous corresponding period will need to be disclosed.” • ChongHerr must not release this information to any other person until it has given the information to ASX and received an acknowledgement that ASX has released the information to the market (Listing Rule 15.7). 2.2 The exception Disclosure under Listing Rule 3.1 is not required where each of the following conditions is satisfied: • a reasonable person would not expect the information to be disclosed; • the information is confidential and the ASX has not formed the view that the information has ceased to be confidential; • one or more of the following applies: it would be a breach of a law to disclose the information; the information concerns an incomplete proposal or negotiation; the information comprises matters of supposition or is insufficiently definite to warrant disclosure; the information is generated for the internal management purposes of the Company; or the information is a trade secret. ChongHerr must meet its continuous disclosure obligation as soon as one of the requirements is no longer satisfied. |
3. Compliance with Policy
| The Board is responsible for ensuring that ChongHerr complies with its continuous disclosure obligations. To this end, the Board is responsible for implementing and overseeing compliance with this Continuous Disclosure Policy. The Board and Chief Executive Officer (“CEO”), in conjunction with the Company Secretary (“Secretary”), are responsible for determining whether information is price sensitive and should be released to the market. In particular, upon notification of a potentially price sensitive matter in accordance with this policy, the CEO and Secretary will assess whether the information falls within the disclosure exception in the Listing Rules. |
4. ASX Communications Officer
| ChongHerr’s ASX Communications Officer is responsible for: • ensuring that ChongHerr complies with the continuous disclosure obligations; • communicating with ASX in relation to Listing Rule matters; • overseeing and co-ordinating disclosure of information to ASX, analysts, brokers, shareholders, the media and the public; and • advocating directors, officers and employees on disclosure obligations, policies and procedures and maintain awareness of the principles underlying continuous disclosure. The ASX Communications Officers are the CEO and the Secretary. The Secretary will be the primary ASX Communications Officer for the purpose of administering notifications to the ASX. The ASX Communications Officer should be made aware of all proposed disclosures to ASX in advance. |
5. Price Sensitive Information
| All information which is potentially price sensitive should be ultimately notified to the CEO and Secretary through the Reporting Procedures discussed in paragraph 6 below. Some examples of matters which are either always or may, if material and dependent on each particular set of circumstances, be price sensitive are: (a) profit forecasts; (b) proposed issues of securities; (c) borrowings; (d) impending mergers, acquisitions, reconstructions, takeovers, etc; (e) significant litigation; (f) significant changes in operations; (g) new products/services and technology; (h) proposed dividends; (i) management restructuring; and (j) new or lost customers/contracts. |
6. Reporting Procedures
| ChongHerr’s internal reporting procedures for ensuring potentially price sensitive information is notified to the CEO and Secretary include reports from Board meetings and various scheduled meetings of management. In addition, senior management has regular contact with both the Executive Directors and other managers. Any potentially price sensitive issues arising from these contacts are to be notified to the Secretary who will, in consultation with the CEO, determine whether the matter requires reporting to the ASX. |
7. Communication of Information
| 7.1 Disclosure to ASX All information which would be expected to have a material effect on the price or value of ChongHerr’s shares will be released by the ASX Communications Officer to ASX before any other person. 7.2 Placement on website All information disclosed to ASX in compliance with this policy will be promptly placed on ChongHerr’s website following confirmation of receipt from ASX. 7.3 Further Dissemination The CEO and/or Secretary will in each instance determine if further dissemination of information is required following release of material to the ASX. Eg. Press releases, media conferences, or mail outs to shareholders. 7.4 Authorised spokespersons The nominated ChongHerr spokespersons are the CEO, Secretary and Executive Directors. The spokespersons are entitled to clarify information publicly released through ASX, but they should not add to or reveal any additional information which may be considered as materially price sensitive. 7.5 Leaks, rumours and inadvertent disclosure; correcting a false market From time to time it may be necessary to respond to the unauthorised or selective disclosure of information or market rumours concerning the Company. When it appears that a significant portion of the market is acting on a misapprehension of the Company's position, a false market is created. To ensure a consistent response from the Company to such occurrences, all instances of unauthorised or selective disclosure or rumours should be reported by directors to the Chairman and by executive officers and employees to the Chief Executive Officer as soon as they become known. 7.6 Disclosure of information In the case of unauthorised or selective disclosure of information, even if the information is not considered material and, therefore, would not have been required to be disclosed, it will be made available to investors on the Company's website. If the information of the unauthorised or selective disclosure is considered material, or there is a significant market rumour concerning the Company that is having or is likely to have an impact on the price of the Company's shares, the Chief Executive Officer will coordinate the development of a disclosure response to the ASX. 7.7 Referral of enquiries Any queries by the ASX, media, analysts, brokers, shareholders or the public must be promptly referred to the Chairman or the Chief Executive Officer or the Secretary. The only employees authorised to speak to the media or any other person outside the Company about market rumours or information that is subject to this policy are those who are expressly authorised from time to time by the Chairman, the Board or the Chief Executive Officer. |
8. Breaches of this Policy
| Breaches of this policy may lead to disciplinary action being taken against the directors/employees including dismissal in serious cases. |
9. Summary
| In summary, it is the responsibility of each director or executive officer of ChongHerr to communicate any information regarding ChongHerr that may have a material effect on the price or the value of ChongHerr’s securities as soon as that director or executive officer becomes aware of that information. If there is any doubt as to whether the information should be disclosed, that information must be internally reported by directors to the Chairman and by executive officers and employees to the Chief Executive Officer in accordance with this policy, and it will then be more fully considered by the Chairman and the Chief Executive Officer whether or not disclosure to the ASX is necessary. A failure by ChongHerr to make timely disclosure of information that may have a material effect on the price or value of ChongHerr's securities may result in criminal or civil liability for ChongHerr and its directors. |