Malaysia Investment Guide

Malaysia Investment Guide

8.1 Malaysia properties

8.2 Foreign Company Listing Cretiria

8.2 Foreign Company Listing Cretiria

Listing Criteria for Local & Foreign Companies

Bursa Malaysia offers a choice of 2 dynamic markets for your listing requirements. Main Market provides an ideal platform for established companies to raise funds. ACE Market is an alternative sponsor-driven market designed for companies of all business sectors looking for a conducive growth platform.

The summary of the relevant listing criteria are as follows:-

Notes:-

  1. The Securities Commission’s Equity Guidelines for Main Market is available here .
  2. The Bursa Malaysia Listing Requirements for Main Market is available here .
  3. The Bursa Malaysia Listing Requirements for ACE Market is available here .

Primary Listing of Local and Foreign Companies

Quantitative Criteria

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

* Companies with MSC status, BioNexus status and companies with predominantly foreign-based operations are exempted from the Bumiputera equity requirement.
** Please refer to SC’s website on the process of allocation on best effort basis.

Primary Listing of Local and Foreign Companies

Qualitative Criteria

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

Primary Listing of Foreign Companies

Additional Criteria

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

Secondary Listing of Foreign Companies

Qualitative Criteria

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

Listing of Special Purpose Acquisition Companies (“SPAC”)

Key Listing Criteria