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This Policy provides guidelines to employees, officers and directors of, and consultants and vendors of Uchi Technologies Berhad (“the Company”) with respect to transactions in the Company’s securities.


This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time. It applies to all officers of the Company, all members of the Company Board of Directors, and all employees of and consultants and contractors to, the Company and its subsidiaries, who receive or have access to Material Information (as defined in Corporate Disclosure Policy) regarding the Company, that is not publicly known (herein after refer as “Material Non-Public Information”). This group of people, members of their immediate families, and members of their households are referred to in this Policy as “Insiders”. This Policy also applies to any person who receives Material Non-Public Information from any Insiders.

Any person who possesses Material Non-Public Information regarding the Company is an Insider for so long as the information is not publicly known. Any employee can be an Insider from time to time, and would at those times be subject to this Policy.




It is the policy of the Company to oppose the unauthorized disclosure of any non-public information acquired in the work place and the misuse of Material Non-Public Information in securities dealing.

5.1 Specific Policies

5.1.1 Dealing on Material Non-Public Information

No director, officer or employee of, or consultant or contractor to, the Company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing from the date that he or she possesses Material Non-Public Information concerning the Company, and ending at the beginning of the market day following the date of public disclosure of that information, or at such time as such non-public information is no longer material. As used herein, the term “market day” shall mean a day on which the stock market of Bursa Malaysia Securities Berhad is open for trading in securities.

5.1.2 Tipping

No Insider shall disclose (“tip”) Material Non-Public Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Non-Public Information as to trading in the Company’s securities.

5.1.3 Confidentiality of Non-Public Information

Non-Public information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden. In the event any officer, director or employee of the Company receives any inquiry from outside the Company, such as a stock analyst, for information (particularly financial results and/or projections) that may be Material Non-Public Information, the inquiry should be referred to the Company’s Disclosure Committee, who is responsible for coordinating and overseeing the disclosure of such information in compliance with applicable laws and regulations.

5.2 Applicability of Policy to Inside Information Regarding Other Companies

This Policy and the guidelines described herein also apply to Material Non-Public Information relating to other companies, including the Company’s vendors and suppliers (“business partners”), when that information is obtained in the course of employment with, or the performance of services on behalf of the Company. Civil and criminal penalties, and the termination of employment, may result from trading on inside information regarding the Company’s business partners. All officers, directors, employees, consultants and contractors should treat Material Non-Public Information about the Company’s business partners with the same care required with respect to information related directly to the Company.


All directors and officers and those other employees (referred to as affected persons) identified by the Company from time to time and who have been notified that they have been so identified are prohibited from dealing in the Company’s securities during closed period.

6.1 Close Period

Closed Period means any of the period:

  1. Commencing from the time information is obtained, up to one full market day after the announcement to the Exchange of a matter that involves Material Non-Public Information in relation to the Company; and

  2. commencing from one month prior to the targeted date of announcement to the Exchange of the quarterly results, up to one full market day after the announcement of the Company’s results for the financial quarter.

6.2 Exemptions

The following categories of dealings are exempted from the restriction in this Policy:

  1. the exercise of options or rights under an employee share or share option scheme;

  2. the exercise of warrants;

  3. the conversion of convertible securities

  4. the acceptance of entitlements under an issue or offer of securities, where such issue or offer is made available to all holders of the Company’s securities or to all holders of a relevant class of its securities on the same terms;

  5. the undertaking to accept, or the acceptance of a take-over offer; and

  6. the undertaking to accept, or the acceptance of securities as part of a merger by way of a scheme of arrangement.

6.3 Procedure for dealings during closed periods

Not withstanding Clause 6.1, affected persons may deal in securities during a closed period subject to such affected persons complying with the following conditions:-

  1. prior to the proposed dealing, an immediate announcement must be made by the affected person to the Exchange. The announcement shall state, amongst other things:-

    1. the affected person’s current holdings of securities in the Company; and
    2. the affected person’s intention to deal in securities of the Company during a closed period.
  2. The proposed dealing can only be effected after one full market day of the announcement being made pursuant to Clause 6.3(a) above;

  3. An immediate announcement must be made to the Exchange by the affected person, not later than one full market day following the dealing. The announcement shall state, amongst other things:-

    1. the date on which the dealing occurred;

    2. the consideration for the dealing; and

    3. the number of securities involved in the dealing, both in absolute terms and as a percentage of all issue securities of that class in the Company;

  4. The affected person must give notice of the dealing in writing to the company secretary of the Company within one full market day after the dealing has occurred. The notice shall contain such information as was given in announcement made pursuant to Clause 6.3(c) above;

  5. The Company must maintain a proper record of all notices received by it pursuant to Clause 6.3(d) above; and

  6. The company secretary of the Company must, at each meeting of the Board of Directors, table a summary of dealings notified to the Company since the last Board meeting.

6.4 Procedure for dealings outside closed periods

Where an affected person deals in the securities of the Company outside closed periods, the affected person, the company and the Company secretary of the Company must comply with the following requirements:

  1. The affected person must, within 14 days after the dealing has occurred, give notice of the dealing in writing to the Company secretary of the Company and the Company must make an immediate announcement to the Exchange of such dealings.

  2. The company must maintain a proper record of all notices received by it pursuant to para (a) above; and

  3. The company secretary of the Company must, at each meeting of the board of directors, table a summary of dealings notified to the Company since the last board meeting.


Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this Policy against insider trading. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the Material Non-Public Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.


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

Any officer or employee who violates this Insider Trading Policy may face disciplinary action up to and including termination of his or her employment with the Company without notice. The violation of this Insider Trading 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.




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