1. Citation
These Rules may be cited as the Securities (Accounting and Financial Reports) Rules.
2. Interpretation
In these Rules —
“acquisition” means every purchase, possession and use by lease, exchange, merger, consolidation, succession or other act that results in the attainment of title and rights of ownership where the term does not include the construction or development of property by or for the reporting issuer or its subsidiaries or the acquisition of materials for such purpose;
“disposal” means every sale, relinquishing of possession and use by lease, exchange, merger, consolidation, mortgage, assignment, or hypothecation of assets, whether for the benefit of creditors or otherwise, abandonment, destruction, or other act that results in the relinquishing of title and rights of ownership;
“reporting issuer” means —
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(a) a public company under section 97(2); or
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(b) a company which proposes to issue securities under section 97(3).
PART 1
ANNUAL REPORT
3. Annual report
An annual report under section 98(1)(a) of the Act —
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(a) is in the form set out in Schedule 1; and
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(b) must include the audited financial statements, financial statement schedules, exhibits and all other papers and documents and any other information specified in paragraphs 1-14 of Schedule 1.
PART 2
OTHER REPORTS
4. Quarterly financial report
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(1) Within thirty days of the end of each of the first three quarters of the financial year, a reporting issuer whose securities are listed on a securities exchange licensed by the Commission, or whose securities are determined, by the Commission, to be publicly traded, shall file with the Commission a quarterly financial report.
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(2) A quarterly financial report under subregulation (1) —
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(a) is in the form set out in Schedule 2; and
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(b) must include the financial statement schedules, exhibits and all other papers and documents and the information specified in paragraphs 1-8 of Schedule 2.
5. Transition report
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(1) Within 30 days of the end of a transition period, a reporting issuer that has changed its financial year end shall file with the Commission a transition report.
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(2) A transition report under subregulation (1) —
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(a) is in the form set out in Schedule 3; and
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(b) must include the financial statement schedules, exhibits and all other papers and documents and the information specified in paragraphs 1-8 of Schedule 2.
PART 3
NOTIFICATION OF MATERIAL CHANGE
6. Notification of material change
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(1) Within 7 days of a material change in the affairs of a reporting issuer, the reporting issuer shall, file with the Commission a notification of material change.
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(2) A notification of material change —
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(a) is in the form set out in Schedule 3;
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(b) must include supporting documents, such as financial statements, reports, exhibits and other documents as necessary and the information specified in paragraphs 1-6 of Schedule 3.
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(3) In this regulation, “material change” includes —
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(a) changes in control of the reporting issuer;
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(b) acquisition or disposal of assets of the reporting issuer;
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(c) bankruptcy of the reporting issuer;
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(d) change of the Auditor, Attorney or Banker of the reporting issuer;
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(e) change in Executive Officers and Other Key Personnel of the Company;
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(f) change in Directorate of the reporting issuer;
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(g) alteration of the constitution of the reporting issuer;
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(h) changes or proposed changes in the capital structure of the reporting issuer;
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(i) change in rights attaching to a class of securities of the reporting issuer; and
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(j) other reportable material events.
PART 4
DISCLOSURE OF FINANCIAL INFORMATION
7. Disclosure of financial information to be submitted to Holders of Securities
A reporting issuer shall forward to each holder of its securities under section 98(1)(b) an annual audited financial statement.