8. Malaysia Investment

Aspect

Main Market

ACE Market

Three (3) Alternative Routes for Listing

(a) Profit Test

• Uninterrupted profit after tax (“PAT”) of 3 – 5 full financial years (“FY”), with aggregate of at least RM20 million; and
• PAT of at least RM6 million for the most recent full FY

No minimum operating track record or profit requirement

(b) Market Capitalisation Test

• A total market capitalization of at least RM500 million upon listing; and
• Incorporated and generated operating revenue for at least 1 full FY prior to submission

-

(c) Infrastructure Project Corporation test

Must have the right to build and operate an infrastructure project in or outside Malaysia:-

• with project costs of not less than RM500 million; and
• for which a concession or licence has been awarded by a government or a state agency, in or outside Malaysia, with remaining concession of licence period of at least 15 years

Applicant with shorter remaining concession or licence period may be considered if the applicant fulfills the profit requirements under profit test

-

IPO price

Minimum RM0.50 each

No minimum

Public Spread

• At least 25% of the Company’s share capital; and
• Minimum of 1,000 public shareholders holding not less than 100 shares each

• At least 25% of the Company’s share capital; and
• Minimum of 200 public shareholders holding not less than 100 shares each

Bumiputera Equity Requirement*

Allocation of 50% of the public spread requirement to Bumiputera investors on best effort basis**

No requirement upon initial listing.

Allocation on best effort basis** of 12.5% of their enlarged issued and paid-up share capital to Bumiputera investors:

• within 1 year after achieving Main Market profit track record or
• 5 years after being listed on ACE Market, whichever is the earlier

Aspect

Main Market

ACE Market

Sponsorship

Not applicable

• Engage a Sponsor to assess the suitability for listing
• Sponsors need to remain with the company for at least 3 years post listing

Core Business

An identifiable core business which it has majority ownership and management control

Core business should not be holding of investment in other listed companies

Core business should not be holding of investment in other listed companies

Management Continuity and Capability

Continuity of substantially the same management for at least 3 full financial years prior to submission

For market capitalization test, since the commencement of operations (if less than 3 full financial years)

Continuity of substantially the same management for at least 3 full financial years prior to submission or since its incorporation (if less than 3 full financial years)

Financial Position & Liquidity

• Sufficient level of working capital for at least 12 months;
• Positive cashflow from the operating activities; and
• No accumulated losses based on its latest audited balance sheet as at the date of submission

Sufficient level of working capital for at least 12 months

Lock-up Period

Promoters’ entire shareholdings for six (6) months from the date of admission

Subsequent selling down with conditions for companies listed under Infrastructure Project Corporation test

Promoters’ entire shareholdings for six (6) months from the date of admission, subsequent selling down with conditions

Transaction with related parties

Must be based on terms and conditions which are not unfavourable to the company

All trade debts exceeding the normal credit period and all non-trade debts, owning by the interested persons to the company or its subsidiary companies must be fully settled prior to listing

Must be satisfactorily addressed before submitting any listing application to the Exchange

Sponsor must ensure all trade debts exceeding normal credit period and all non-trade debts, owning by the interested persons to the company or its subsidiary companies must be fully settled prior to listing

Aspect

Main Market & ACE Market

Place of Incorporation

• Equivalent standards of laws and regulations, particularly:-

• • corporate governance;
  • shareholders and minority interest protection; and
  • regulation of take-overs and mergers

or

• The company making variations to its constituent documents to provide those standards

Approval of Regulatory Authorities of Foreign Jurisdiction

Prior approval of all relevant regulatory authorities of the jurisdiction(s) in which it is incorporated or carries out its core business operations before issuing its listing prospectus

Registration

Must have been registered with the Registrar of Companies under the Companies Act 1965

Accounting Standards

Standards under Financial Reporting Act 1997 (e.g. International Accounting Standards Board, Financial Accounting Standards Board, USA, Accounting Standards Board, UK and Australian Accounting Standards Board, Australia)

Auditing Standards

Standards applied in Malaysia or International Standards in Auditing

Translation of Documents

All documents to be submitted to the authorities (including financial statements), which are in a language other than English, must be accompanied by a certified English translation

Valuation Of Assets

Standards applied in Malaysia or International Valuation Standards

Currency Denomination

Multi-currency quotation is allowed and applicant is required to obtain approval of the Controller of Foreign Exchange

Resident Directors

Companies which have predominantly Malaysian-based operations must have majority of directors whose principal or only place of residence is in Malaysia

Companies which have predominantly foreign-based operations must have at least 1 director whose principal or only place of residence is in Malaysia

Aspect

Main Market

Listing Board

Secondary listing is allowed on Main Market only

Additional Listing Criteria

Must comply with the following criteria:-

• Already have a primary listing on the main market of a foreign stock exchange which is a member of World federation of Exchanges;
• Fully comply with the listing rules of its home exchange; and
• Home exchange where the applicant is primarily listed must have standards of disclosure rules at least equivalent to those of Bursa Malaysia

Place of Incorporation

• Equivalent standards of laws and regulations, particularly:-
  • corporate governance;
  • shareholders and minority interest protection; and
  • regulation of take-overs and mergers

or

• The company making variations to its constituent documents to provide those standar

Approval of Regulatory Authorities of Foreign Jurisdiction

Prior approval of all relevant regulatory authorities of the jurisdiction(s) in which it is incorporated or carries out its core business operations before issuing its listing prospectus

Registration

Must have been registered with the Registrar of Companies under the Companies Act 1965

Accounting Standards

Standards under Financial Reporting Act 1997 (e.g. International Accounting Standards Board, Financial Accounting Standards Board, USA, Accounting Standards Board, UK and Australian Accounting Standards Board, Australia)

Auditing Standards

Standards applied in Malaysia or International Standards in Auditing

Translation of Documents

All documents to be submitted to the authorities (including financial statements), which are in a language other than Bahasa Malaysia or English, must be accompanied by a certified Bahasa Malaysia or English translation

Valuation Of Assets

Standards applied in Malaysia or International Valuation Standards

Currency Denomination

Multi-currency quotation is allowed and applicant is required to obtain approval of the Controller of Foreign Exchange

Resident Directors

Companies which have predominantly Malaysian-based operations must have majority of directors whose principal or only place of residence is in Malaysia

Companies which have predominantly foreign-based operations must have at least 1 director whose principal or only place of residence is in Malaysia

Aspect

Main Market

Listing Board

SPAC is allowed on Main Market only

IPO price

Minimum RM0.50 each

Place of Incorporation

Must be incorporated in Malaysia under the Companies Act, 1965

The SC may allow SPAC incorporated in jurisdiction outside Malaysia provided that the company complied with all Additional Criteria for Primary Listing of Foreign Companies (Please refer section on Primary Listing of Foreign Companies : Additional Criteria)

Minimum Fund Raised

RM150 million

Management Team Credibility

Members of its management team have the experience, qualification and competence to:-

• Achieve the SPAC’s business strategy; and
• Perform their individual roles, including understanding of the nature of their obligations and those of the SPAC

Management Team Ownership

Must in aggregate own at least 10% in the SPAC on the date of its listing

Lock-up Period

Management team’s entire interest from date of listing until completion of the qualifying acquisition

Management of Proceeds

Must place at least 90% of the gross proceeds raised in a trust account and may only be released by the custodian upon termination of the trust account

At least 80% of the amount in trust account to be used for qualifying acquisition

Qualifying Acquisition

Must complete qualifying acquisition within 36 months from the listing date