Saiham Cotton Mills Limited (SCML), being a listed company, has to comply with the regulations of the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Regulations, 2022, and the guidelines issued by the Bangladesh Securities and Exchange Commission from time to time in this regard.

As per Regulation 3(2) of the Regulations, every listed company is required to frame the Principles on Disclosure of Material Information and Price Sensitive Information. Therefore, the company has prepared and put in place the Principles, as applicable, as per the Prohibition of Insider Trading Regulations, 2022 of the Bangladesh Securities and Exchange Commission.

According to Sub-Clause (1) of Clause 3 of the BSEC Notification, all information that possesses price sensitivity for the Company or any information that may influence an investor's investment decision shall be considered as Price-Sensitive Information and shall be disclosed by the Company. The following information shall be deemed as Price-Sensitive Information for the Company, namely:

• (a) Reports on financial status, financial results, or fundamental information related to financial conditions;
• (b) Information related to dividends and corporate announcements;
• (c) Information related to corporate structural changes, such as mergers, demergers, acquisitions, disposals, restructuring, or transfers;
• (d) Information related to the change in capital structure;
• (e) Information related to business expansion, changes, etc.;
• (f) Any information specified as Price-Sensitive Information in any enacted, approved, or issued regulations, rules, orders, or directives by the Commission and the Stock Exchanges.;
• (g) Any information specified by the Commission through government gazette notifications at specified times.

In addition to price-sensitive information, all the following information shall be considered material information for the Company, namely:

• (a) Changes in financial statements, such as income, expenses, cash flow, receivables liabilities or assets, or significant changes in assets or revaluation of significant assets, or any information, disclosure, or comment related to significant decrease or increase in assets;
• (b) Comparative financial information: (i) Earnings per share; (ii) Net cash flow per share; (iii) Net asset value per share;
• (c) Significant changes in the value of the Company's assets or the composition of assets;
• (d) Changes in provisioning by the Company's controlling authority or any changes to previously provided specific instructions and;
• (e) Any changes in the Company's accounting policies, etc.

• (a) Any decision relating to dividend;
• (b) Decision for issuance of rights share to security-holders, issuing bonus or giving similar other privilege;
• (c) Corporate declaration or other information relating to the receivables of investors; and
• (d) Changes in dividend distribution policy, etc.

• (a) Acquisition or disposal of any assets of 5% or more of the existing assets;
• (b) Merger with another company or substantial acquisition of any company and acquisition of shares, etc.;
• (c) Demerger of any unit of the company;
• (d) Conversion or winding up of any unit of the company;
• (e) Changes of corporate activities through capital reorganization or merger or demerger;
• (f) Proposal to take over the authority of a company or acquisition of internal services
• (g) Change of ownership which may affect the control of the company; and
• (h) Change of name or address, etc.

• (a) Any decision relating to private or public or rights offer of securities or changes in its capital structure;
• (b) Systematic repurchase or redemption of securities or units of the Fund;
• (c) Any decision relating to consolidation of shares, exchange of shares, conversion of any security into equity security or conversion of debentures into shares; and
• (d) Significant changes relating to the rights of security-holders, etc.

• (a) Any significant development or change relating to the Bank’s technology, production or establishment;
• (b) Significant capital investment or significant change in the purpose of the company;
• (c) Significant new contracts, product, patent, service or business changes;
• (d) Significant realization of long-term unpaid funds/receivables;
• (e) Changes or resignation or demotion in the Board of Directors including Chief Executive, CEO, CFO, Company Secretary;
• (f) Changes of Statutory Auditor or Corporate Governance Compliance Auditor, Credit Rating Company;
• (g) Initiation of legal proceedings or development of regulatory matters or any significant judgments or orders;
• (h) Delisting from the stock exchange or changing from one category to another;
• (i) Any significant management contract, investor relations agreement, service agreement, or related party transaction that could materially affect the financial statements;
• (j) Information relating to the decision of purchase and sale of any fixed asset or renovation or development or expansion (BMRE) of plant or machinery or establishment of new units; and
• (k) Significant advances between inter-company or subsidiary or associate entities; or giving or receiving loans or exchanging loans with directors, etc.

• (a) Borrowing and repayment of 25% or more of paid-up capital or net assets, whichever is higher;
• (b) Encumbrance or discharge of significant assets;
• (c) Failure to pay any bank or creditor or debt obligation or debt for a period exceeding 06 (six) months;
• (d) Significant new debt/credit agreements; and
• (e) Foreign credit agreement or investment agreement, etc.

• (a) Extension- reduction of tenure of the Fund;
• (b) Liquidation of funds;
• (c) Conversion of funds;
• (d) Investment of 10% or more of the Fund in any single security;
• (e) Profit or loss on financing any significant investment; and
• (f) Formation of trustees of the fund, any change in the trust deed, etc.

• (a) Signing of any material agreement or cancellation or substantial modification of previously announced/signed agreement;
• (b) Loss of any substantial assets of the company or any event affecting its reputation;
• (c) Cancellation or substantial modification of any scheme previously announced; and
• (d) Submission of qualified report by auditor of the company, etc.

The information, either material or price sensitive, will be disclosed in compliance with Regulations 3(3-6), 4-6, and Schedule Ka of Regulations of the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Regulations, 2022 issued by the Bangladesh Securities and Exchange Commission.

These Principles shall be published on the website of the company. The company shall publish all such information on its website required to be disclosed under these Principles referred to in Regulations and such disclosures shall be hosted on the website of the company for a minimum period of three years and thereafter archived and placed in the servers of the company.

These Principles shall be reviewed by the Board of Directors as and when required. Any subsequent amendment or modification in the Regulations and/or applicable laws in this regard shall automatically apply to these Principles.

Chairman
Saiham Cotton Mills Limited