Policy Guide On Issue Offer

FORMAT AND CONTENT OF APPLICATIONS
UNDER
POLICIES AND GUIDELINES

ON ISSUE/OFFER OF SECURITIES
Effective date: 1 May 2003
TABLE OF CONTENTS
Part
Page
A.
FORMAT AND CONTENT OF APPLICATION FOR INITIAL PUBLIC

OFFERING
A-1 A-47
B.
FORMAT AND CONTENT OF APPLICATION FOR MERGER AND

ACQUISITION
B-1 B-67
C.
FORMAT AND CONTENT OF APPLICATION FOR FUND RAISING
C-1 C-26
D.
FORMAT AND CONTENT OF APPLICATION FOR TRANSFER TO

MAIN BOARD
D-1 D-9
E.
FORMAT AND CONTENT OF APPLICATION FOR DISPOSAL OF

ASSET/BUSINESS/INTEREST THAT RESULTS IN A SIGNIFICANT
CHANGE IN BUSINESS DIRECTION
E-1 E-27
F.
FORMAT AND CONTENT OF SUBMISSION OF VALUATION

REPORTS
F-1 F-2
A.
FORMAT AND CONTENT OF APPLICATION FOR INITIAL PUBLIC

OFFERING
______________________________________________________
1.
Cover Letter
The cover letter, signed by two (2) authorised signatories of the principal
adviser, should contain the following:
(i)
Particulars of the initial public offering (IPO) proposal and approval

sought.
(ii)
Other required approvals obtained/pending in relation to the IPO

proposal (if applicable).
(iii)
Material terms and conditions imposed by other relevant authorities

and status of compliance.
(iv)
Details of any departure from the Policies and Guidelines on

Issue/Offer of Securities (Issues Guidelines) and/or Format And
Content of Application, together with the relevant justification and
waiver/exemption
sought
for
such
departure.
Where
waiver/exemption has been obtained, to provide details of such
waiver/exemption.
(v)
Details of other assets/businesses/interests owned by the

substantial shareholders which are similar to those of the applicant
company and whether or not they will give rise to conflict of
interest. If they give rise to conflict to interest, to provide details of
the steps taken to address the conflict.
(vi)
Previous proposals which have been submitted to the SC, if any, in

relation to the applicant company and/or any company in the group.
(vii)
Confirmation on compliance with the relevant laws, regulations,

rules and requirements governing the applicant company and all
companies in the group.
Note: Any subsequent application and/or correspondence relating to the proposal should also be signed by
two (2) authorised signatories of the principal adviser
A-1
(viii)
Declaration of conflict of interest, if any, by advisers/experts in

relation to the application. If a conflict of interest exists, to provide
full disclosure of the nature of the conflict and the steps taken to
address such conflict.
2.
Supporting Information/Documents
(i)
Draft prospectus
The draft prospectus should be complete and should fully comply with the
disclosure requirement of SCs Prospectus Guidelines for Public Offerings.
(ii)
Other information/documents
Appendix I
Other Pertinent Information Relating To The

Applicant Company
Appendix II
Long Form Accountants Report
Appendix III
Future Financial Information
Appendix IV
Compliance With Guidelines
Appendix V
Comparative Performance
Appendix VI
Effects Of The IPO
Appendix VII
Supporting Documents
A-2
APPENDIX I
Other Pertinent Information Relating To The Applicant Company

The following information should be submitted in relation to the applicant
company:
(i)
With respect to the applicant company and each of its existing/proposed

subsidiary and associated companies, the list of the directors and
shareholders (including their shareholdings in the company and the
ultimate beneficial ownership of shares held under nominees/corporations).
(ii)
With respect to the applicant company and each of its existing/proposed

subsidiary companies, changes in substantial shareholders and their
shareholdings in the company for the past 3 years.
(iii)
With respect to all existing and proposed substantial shareholders of the

applicant company, in addition to the information required to be disclosed
in the prospectus, to provide the following:
(a)
In the case of individuals, their NRIC/passport numbers, ages and

current addresses;
(b)
In the case of corporations, their registration numbers and current

addresses;
(c)
Their current interests, directorships and/or shareholdings in all

other companies/businesses, and the principal activities of those
other companies or nature of those other businesses;
(d)
Whether their interests, directorships and/or shareholdings in the

other companies/businesses would give rise to a situation of conflict
of interest with the applicant companys business, and the mitigating
factors; and
(e)
Confirmation that
they are not undischarged bankrupts nor are they subject to

any proceedings under bankruptcy laws (applicable to
individuals);
they have never been charged with, convicted for or

compounded for any offence under securities laws,
corporations laws or any other laws involving fraud or
dishonesty in a court of law;
A-3
(iv)
no action has been taken against them for any breach of the
listing requirements or rules issued by the stock exchange for
the past 5 years prior to the submission of the application;
and
to the best of their knowledge, they have not been subject to

any inquiry or investigation by any government or regulatory
authority or body for the past 5 years prior to the submission
of the application.
With respect to all existing and proposed directors, chief executive and key
management and technical personnel of the applicant company and the
group (where applicable), in addition to the information required to be
disclosed in the prospectus, to provide the following:
(a)
Their NRIC/passport numbers, addresses and nationalities;
(b)
Their current interests, directorships and/or shareholdings in all

other companies/businesses, and the principal activities of those
other companies or nature of those other businesses; and
(c)
Whether their interests, directorships and/or shareholdings in the

other companies/businesses would give rise to a situation of conflict
of interest with the applicant companys business, and the mitigating
factors.
(v)
With respect to the directors and proposed directors of the applicant

company, confirmation that the submission of their tax returns and
settlement of their tax liabilities with the Inland Revenue Board are up-todate.
(vi)
With respect to the existing/proposed Bumiputera shareholders of the

applicant company, their background and existing/proposed shareholdings
in the applicant company.
(vii)
Other relevant information, which are not already included in the

prospectus, pertaining to the suitability of the applicant company for listing
and viability of its business. This, among others, should include detailed
discussion on business dynamics, competition dynamics and industry
dynamics such as management, demand and supply, customer and
supplier, technology, research and development, diversification capability,
contractual arrangements, competition, marketing and distribution.
(viii)
Tentative time-table for the implementation of the proposal.
A-4
APPENDIX II
(addressed to the Board of Directors of the applicant company)
The Long Form Accountants Report should contain the following information:
(i)
Historical track record of each company in the existing/proposed

group and on a consolidated/proforma consolidated basis
(a)
Tabulation of the following performance indicators for the past 5

financial years:
Paid-up capital
Shareholders funds
Net tangible assets (NTA)
NTA per share
Turnover
Gross profit
Profit before tax but after minority interest
Profit after tax and minority interest
Gross earnings per share (EPS)
Net EPS
Effective tax rate
Gross margin
Pretax profit margin
Current ratio
Total borrowings (All interest-bearing debts)
Gearing ratio (All interest-bearing debts over shareholders funds)
Interest expense
Interest coverage ratio
Gross dividend rate
After-tax return on shareholders funds
(b)
Breakdown and analysis of turnover and profits (including amount

and %) by
activity;
product;
division;
export and local; and
Note: Any reliance on the representation made by the applicant companys management in the
preparation of the Long Form Accountants Report should be highlighted.
A-5
(c)
(ii)
company, in the case of a group (to show the net effect after
adjusting for inter-company transactions, if any).
Commentary on past performance, which should include analysis

and/or discussion of
significant and specific factors contributing to exceptional

performance in any of the financial years under review; and
significant changes in the financial performance on a year to
year basis, whether favourable or adverse;
accounting policies adopted which are peculiar to the

company because of the nature of the companys business or
the industry it is involved in, as well as the effects of such
policies on the determination of the companys income or
financial positions;
gross profit and pretax profit margin;
any material difference between the effective tax rate and

the statutory tax rate; and
any audit qualification of the accounts in any of the financial

years under review.
Trade debtors
(a)
Tabulation of information on trade debtors, as follows:

As at financial year end
Year Year Year Year Year
1
2
3
4
5
Trade debtors
Less : Provision for
doubtful debts
% of trade debtors to
turnover
Trade debtors'
turnover period
(months)
A-6
(b)
Ageing analysis of trade debtors, in the following sample format:

As at the latest audited financial year end
Credit
Period
Within credit period*

0-30 31-60
61-90
days
days
days etc.
Exceeding credit period*

<6
6-12
> 12
months months months
Trade debtors
% of total
trade debtors
*
(c)
Depending on the companys credit period
Commentary on
trade debtors position, whether excessive or unusually low,

when compared with prior years, industry norm and/or
nearest competitors (if available) and the company's own
credit policy; and
balances exceeding the normal credit period, giving specific

details of the overdue debtors, and whether these debtors
have since been collected or are collectible.
(Note:
(iii)
If any of the above is not applicable, to provide a negative statement

to that effect.)
Other debtors
(a)
Tabulation of other debtors by category, as follows:

1
2
3
4
5
Category of other
debtors
(b)
Commentary on material balances and nature of other debtors, and

whether these debtors have since been collected or are collectible.
(Note:

to that effect.)
A-7
Total
(iv)
Trade creditors
(a)
Tabulation of information on trade creditors, as follows:

1
2
3
4
5
Trade creditors
Trade creditors'
turnover period
(months)
(b)
Ageing analysis of trade creditors, in the following sample format:

0-30
days
31-60
days
61-90
days
3-6
months
6-12
months
> 12
months
Trade creditors
% of total
trade creditors
(c)
Breakdown of total trade creditors by amount within credit period

and amount exceeding credit period.
(d)
Commentary on the trade creditors position, whether excessive or

unusually low, when compared with prior years, industry norm
and/or nearest competitors (if available) and the normal credit
period extended by the trade creditors.
(e)
Details of any legal or other actions taken by the trade creditors to

recover the amount owed.
(Note:
(v)

to that effect.)
Other creditors (including advances from directors, shareholders etc)

(a)
Tabulation of other creditors by category, as follows:
A-8
Total

1
2
3
4
5
Category of other
creditors
(b)
Commentary on material balances and nature of other creditors,

whether any amount is in default and whether any legal or other
actions have been taken by the creditors to recover the amount
owed.
(Note:
(vi)
If any of the above is not applicable, to provide a negative statement to

that effect.)
Stock
(a)
Tabulation of information on stock, as follows:

1
2
3
4
5
Stock (to provide
breakdown)
% of stock to cost of
goods sold
Stock turnover period
(months)
(b)
Comparison of stock turnover period with industry norm/nearest

competitors, if available.
(c)
Breakdown of slow-moving stock and obsolete stock.
(d)
Commentary on saleability of slow-moving stock and on stock

obsolescence, if applicable, and material stock movements vis--vis
past trends.
(Note:
If the above is not applicable, to provide a negative statement to that

effect.)
A-9
(vii)
Bank borrowings
(a)
Analysis of bank borrowings, including details of credit facilities and

utilisation.
(b)
Information on whether any borrowing is in default and any legal or

other actions taken by the lenders to recover the amount owed.
(Note:
(viii)

to that effect.)
Taxation
Commentary on
adequacy of provisions for taxation;
whether the submission of tax returns and settlement of tax liabilities

are up-to-date;
any tax amount in dispute and/or any investigation carried out by

the Inland Revenue Board (IRB) and/or any overseas tax authority;
any tax penalty imposed or additional tax amount assessed by the

IRB and/or any overseas tax authority, and status of settlement of
such penalty or additional tax amount;
tax losses and allowances available for carry forward, tax reliefs and
their effects on deferred tax liability;
any special allowances being claimed; and
any other material information relating to taxation.

(Note:
(ix)

that effect.)
Other income
Analysis of other income, if applicable.
A-10
APPENDIX III
(i)
Profit forecast (to be reviewed by and supported with a letter

from the reporting accountants)
The following information should be submitted in respect of profit forecast:
(a)
Tabulation of the forecast performance indicators for 1 financial

year (if the date of submission is within the first 9 months of the
current financial year) or 2 financial years (if the date of
submission is within the last 3 months of the current financial year),
as follows:
Turnover
Gross profit
Net EPS
Gross margin
(b)

and %) by
activity;
product;
division;
[Presentation of the information to be consistent with Appendix II

(i)(b)]
A-11
(c)
Commentary on future profit performance, which should include

analysis and/or discussion of
significant and specific factors contributing to

performance;
significant changes in the financial

comparison with the previous year;
the reasonableness and achievability of the forecast profit

vis--vis past trends and the bases and assumptions used.
(Such bases and assumptions should draw attention to those
uncertain factors which could materially affect the
achievement of the forecast profit. The bases and
assumptions used should be specific rather than general.);

company because of the nature of the company's business or
financial position; and
specific factors giving rise to the difference between

turnover/profits before and after the proposal.
exceptional
performance
in
(d)
Tabulation of results based on the latest management accounts as

per (i)(a) above together with reasons for any material variances
between the annualised results and the forecast results.
(e)
Worksheets to support the profit forecast.
Notes:
1.
A property-development or construction based applicant

company is required to submit profit projections for 4
financial years after the forecast financial year. The
information in respect of the profit projections should be in
accordance with paragraphs (i)(a) to (e) above.
2.
An applicant company which is considered as an

infrastructure project company is required to submit profit
forecast and projections for all the financial years of the
concession/licence period of the infrastructure project. The
information in respect of the profit forecast and projections
should be in accordance with paragraphs (i)(a) to (e) above,
where applicable.
A-12
(ii)
Cashflow forecast (to be reviewed by and supported with a letter

The following information should be submitted in respect of cashflow
forecast:
(a)
Tabulation of the forecast cashflow for 1 financial year (if the date
of submission is within the first 9 months of the current financial
year) or 2 financial years (if the date of submission is within the
last 3 months of the current financial year).
(b)
Commentary on future cashflow performance, which should include

analysis and discussion of -
(c)
significant and/or exceptional factors affecting cashflow;
the reasonableness and achievability of the forecast cashflow

achievement of the forecast cashflow. The bases and
assumptions used should be specific rather than general);
how cashflow deficits, if any, would be financed; and
whether any bank borrowing or amount owed to trade or

other creditors has the potential of being defaulted.
Worksheets to support the cashflow forecast.
Notes:
1.
An applicant company with substantial foreign operations is

required to submit cashflow projections for 2 financial years
after the forecast financial year. The information in respect
of the cashflow projections should be in accordance with
paragraphs (ii)(a) to (c) above.
2.
An applicant company which is considered as an

infrastructure project company is required to submit
cashflow forecast and projections for all the financial years
of the concession/licence period of the infrastructure
project. The information in respect of the cashflow forecast
and projections should be in accordance with paragraphs
(ii)(a) to (c) above.
A-13
APPENDIX IV
(This checklist does not purport to be exhaustive. Reference should also be made
to the Policies and Guidelines on Issue/Offer of Securities, Guidance Notes thereof
and revisions thereto)
Paragraph
A.
6.12
Guidelines Requirement
Applicant Companys Position

(to comment whether
requirement is met, not met or
not applicable and to provide
detailed illustration/
explanation/justification)
Quantitative Requirements
Issued and paid-up share capital
(a) Listing on Main Board at least
RM60 million comprising ordinary
shares with par value of at least
RM0.10 each.
(b) Listing on Second Board at
least RM40 million comprising
ordinary shares with par value of
at least RM0.10 each.
(c) Issues of any securities as part of
the listing scheme, including
preference
shares,
options,
convertible securities and debt
securities, are subject to the
following requirements:
(i) Maintenance
shareholding
of
controlling
The shareholdings of the

controlling
shareholders
should not be significantly
diluted, on the assumption
that options or convertible
securities
which
are
outstanding, or intended to
be issued as part of the listing
scheme, are fully exercised/
converted at the point of
listing.
A-14
Paragraph
A.
Quantitative Requirements (contd)
(ii) Exercise/conversion price
The exercise/conversion price

of options or convertible
securities that are issued as
part of the listing scheme
should be set not lower than
the offer price of the ordinary
shares offered to the general
public.
Issue/offer of any options or

convertible securities as part of the
listing scheme should comply with the
following:
Issuance of Warrants
9.02
The number of new shares arising

from all outstanding warrants in the
event of exercise must not exceed
50% of the issued and paid-up capital
of the company (before the exercise
of the warrants) at all times.
9.03
Any step-up or step-down pricing

mechanisms to be incorporated in the
exercise price of the warrants,
including the amount of step-up/stepdown and the time-frames involved,
should be determined and disclosed
upfront in the deed poll and the
prospectus/circular/any other offer
documents. Such step-up/ step-down
pricing mechanisms must be set on a
fixed basis, i.e. in absolute amounts
and must not be made conditional
upon the occurrence of certain
events.
A-15
(to comment whether

Paragraph

(to comment whether
A.
9.04

Warrant deed polls must not include
any provisions for
(a) the extension or shortening of
tenure of the warrants; and
(b) changes to the number of shares
received for the exercise of each
warrant and changes to the
pricing mechanism for the
except where these changes are
adjustments
pursuant
to
capitalisation issues, rights issue,
consolidation or sub-division of
shares
or
capital-reduction
exercises.
9.05
All provisions for changes in the terms

of
warrants
must
be
clearly
determined and disclosed upfront in
the warrant deed poll and the
documents.
9.06
Once determined, the terms of the

warrants cannot be changed in midstream.
Issuance of Convertible Securities

9.07
The minimum par/nominal value is

RM0.10.
A-16
Paragraph

(to comment whether
A.
9.08

conversion price must be clearly
the
trust
deed
and
the
prospectus/circular/ any other offer
documents. Such step-up/step-down
pricing mechanisms must comply with
the following:
(a) For listed convertibles The
amount of step-up/step-down
(which must be stated in absolute
terms) and time-frames for the
conversion price adjustment must
be determined upfront. The stepup/step-down mechanism must
be set on a fixed basis, i.e. must
not be made conditional upon the
occurrence of certain events; and
(b) For non-listed convertibles The
conditions governing the stepup/step-down pricing mechanism
and
time-frames
for
the
be determined upfront.
9.09
Provisions for changes to the coupon

rate of the convertibles may be
incorporated for both listed and nonlisted convertibles, as long as the
mechanisms are determined and
disclosed upfront in the trust deed
and the prospectus/circular/any other
offer
documents.
For
traded
convertibles, the changes to the
coupon rate must be stated in
absolute terms.
A-17
Paragraph

(to comment whether
A.
9.10

Trust deeds for convertible securities
must not include any provisions for
tenure of the convertibles; and
received for the conversion of
each convertible and changes to
the pricing mechanism for the
conversion
price
of
the
convertibles, except where these
changes
are
adjustments
pursuant to capitalisation issues,
rights issue, consolidation or subdivision of shares or capitalreduction exercises.
9.11

of convertibles must be clearly
the trust deed and prospectus/
circular/any other offer documents.
9.12

convertibles cannot be changed in
mid-stream.
Issuance of Preference Shares

9.13
The minimum par value is RM0.10.
A-18
Paragraph

(to comment whether
A.

Route for listing
6.13
The applicant company should fulfil

one of the following tests:
(a) Historical profit track record
test
(i) Listing on Main Board
Uninterrupted
profit
record of 3 to 5 full
financial years prior to
submission to the SC
(unless exempted under
paragraph 4 of GN6);
Aggregate after-tax profit

of not less than RM30
million; and
After-tax profit of not less

than RM8 million for the
most recent financial year.
(ii) Listing on Second Board
Uninterrupted
profit
record of 3 to 5 full
submission to the SC
paragraph 4 of GN6);
Aggregate after-tax profit

million; and
After-tax profit of not less

than RM4 million for the
most recent financial year.
A-19
Paragraph

(to comment whether
A.

(iii) For purposes of the historical
profit
track
record
requirement,
results must be based on

audited accounts;
latest audited balance
sheet shall not show any
accumulated losses; and
after-tax profit is the
profit after adjusting for
profit or loss attributable
to minority interest and
excluding all extraordinary
items.
(iv) Where a group of companies

is seeking listing using the
historical profit track record
test, at least one company
(which is the qualifying
company) within the group
should be able to fulfil the
profit
track
record
requirements. If no one
company qualifies, listing
based on the strength of the
groups proforma accounts
may be considered provided
that the companies within the
group
which
collectively
qualify
are involved in the same (To be supported by matrix)

or
complementary
business activities;
have common directors;
and
have
common
shareholders who, on a
collective
basis,
have
controlling shareholding,
A-20
Paragraph

(to comment whether
A.

over the profit track record
period
(unless
exempted
under paragraph 5.2 of GN6).
6.13
(b) Market capitalization test

(i)
Applicant company must

be seeking listing on the
Main Board and is not
involved
in
propertydevelopment
or
construction activities.
(ii)
Applicant
companys
ordinary shares should
have
a
market
capitalisation of at least
RM250 million based on
the tentative issue price
and
enlarged
paid-up
capital at the point of
submission to the SC. This
requirement should also be
met at the time the
prospectus is issued.
(iii)
Applicant company should

have an after-tax profit of
at least RM8 million for the
most recent full financial
year prior to submission.
(iv)
Where
a
companies
listing using
capitalisation
companies
Group must -
group
of
is
seeking
the market
test, all the
within
the
A-21
Paragraph

(to comment whether
A.
be involved in the same (To be supported by matrix)

or
complementary
business activities;
have
common
directors; and
have
common
shareholders who, on a
collective basis, have
controlling
shareholding,
over a minimum period of

3 full financial years prior
to submission to the SC
paragraph 5.2 of GN6).
6.13
(c) Infrastructure
company (IPC)
project
There are no minimum

historical profit track record or
market
capitalisation
requirements for applicant
companies
which
are
considered as IPCs, subject to
the
infrastructure
project
complying with the following
criteria:
-
Contributes to the overall

economic
growth
of
Malaysia
or
is
in
accordance with national
economic objectives and
policies;
A-22
Paragraph

(to comment whether
A.

-
Has a concession or
licence awarded by a
government or a state
agency, in or outside of
Malaysia, with a remaining
concession
or
licence
period of not less than 15
years from the date the
submission is made to the
SC; and
Has project costs of not
less than RM500 million.
IPC applicant companies can

only seek listing on the Main
Board of KLSE.
Flexibility
for
Bumiputeracontrolled companies
5.1 of GN6
Bumiputera-controlled companies are

exempted
from
the
proforma
accounts requirements in paragraphs
6.13(a)(iv) or 6.13(b)(iv), whichever
is applicable, subject to the following
conditions:
(a) The group must have a genuine
pooling arrangement;
(b) The company which is the single
largest
contributor,
on
an
average basis for the past 3 full
financial years, to the proforma
groups profits should have been
incorporated and have been
operating in the same or
complementary business for at
least 5 full financial years prior to
making submission to the SC;
A-23
Paragraph

(to comment whether
A.

(c) Each
company to be pooled
together must have been a
Bumiputera-controlled company
under the control of the same
Bumiputera shareholders with
controlling shareholding for at
least 3 financial years prior to
making submission to the SC (or
throughout the life of the
company if the company has
been incorporated for less than 3
financial years); and
(d) The company used as the listing
vehicle must, upon listing and for
the next 5 years subsequent to
listing,
be
a
Bumiputeracontrolled company.
5.3 of GN6
A company is classified as a
Bumiputera-controlled company if
either one of the following two criteria
is satisfied:
(a) Where more than 50% of its
equity is owned by Bumiputera
shareholders; or
(b) Where at least 3 5% of its equity
is owned by an identifiable
Bumiputera shareholder and (i)
there is
no other nonBumiputera group holding
more than 10% of the
voting
power
of
the
company,
or,
the
identifiable non-Bumiputera
groups should not, in
aggregate, own more than
24% of the voting power of
the company;
A-24
Paragraph

(to comment whether
A.

(ii)
the shareholding of the

Bumiputera group is not
associated
directly
or
indirectly with any nonBumiputera group;
(iii) the Bumiputera group is the
rightful owner and each
Bumiputera party is capable
of exercising the voting
power
attached
to
his/her/its shareholding free
of any influence;
(iv) the
Chairman, Chief
Executive Officer/Managing
Director and at least 51% of
the companys Board are
Bumiputera individuals; and
(v) at
least 51% of
the
management, professional
and
supervisory
staff
comprise
Bumiputera
individuals.
6.14
Business operations
(a) Listing under historical

track record test
profit
Where listing is sought on the

basis of the strength of group
proforma
accounts,
the
company which is the single
largest contributor to the
profits of the group on an
average basis for the past 3
full financial years should have
been incorporated and have
been operating in the same or
least 5 full financial years prior
to making the submission to
the SC.
A-25
Paragraph
A.
Where listing is not on the

basis of the strength of group
proforma
accounts,
the
applicant company (or the
qualifying company in the case
where the qualifying company
is to be used by the applicant
company for the purpose of
meeting the profit track record
requirement)
should
have
been incorporated and have
been operating in the same or
least 5 full financial years prior
to making the submission to
the SC.
(b) Listing
under
capitalisation test
market
Where a group of companies is

seeking listing on the basis of the
market capitalisation of the
group, the company which is the
single largest contributor to the
profits of the group on an
average basis for the past 3 full
financial years, if applicable,
should have been incorporated
and have been operating in the
same or complementary business
for at least 5 full financial years
prior to making the submission to
the SC.
6.15
Financial position and liquidity
Applicant company must be in a

healthy financial position.
A-26
(to comment whether

Paragraph

(to comment whether
A.
Applicant company should have a (To set-out the Groups position for the last financial year;
sufficient level of working capital at the point of listing.
and
for the current financial year
based on latest available

position)
B.
6.16
Qualitative Requirements
Independence of business
The principal/sole asset of the
applicant company should not be an
investment in another listed company.
6.17
6.18
Core business
Applicant company must have at

least
one
identifiable
core
business controlled by the listing
vehicle.
In fulfilling the historical profit

track record requirement under
paragraph 6.13(a) and latest
after-tax profit requirement of the
market capitalisation test under
paragraph
6.13(b)(iii),
contributions from associated
companies cannot exceed that
from subsidiary companies.
Prospects of the company
Applicant company should have a

viable business(es) with healthy
growth prospects.
Future profits should be derived

from the same core business as
the historical profits of the
applicant company.
A-27
(To tabulate contribution to the

Group profit from
subsidiary companies
associated companies)
Paragraph

(to comment whether
B. Qualitative Requirements (contd)

6.19
Continuity of management
Applicant company should have

had continuity of substantially the
same management for at least 3
full financial years prior to making
the submission to the SC.
Throughout the relevant period, (a) current executive directors

have had direct management
responsibilities for and played
a significant role in the
companys core business; and
(b) senior management has not
changed materially.
6.20
Where the above requirement

has not been met, the controlling
shareholders of the applicant
company should demonstrate to
the SC the expertise and
capability of management in
ensuring the effective operation
of the company.
Conflict of interest
No material conflict of interest

should
exist
between
the
applicant company and its
directors
or
substantial
shareholders.
Where a company has (or is likely

to have) a direct or indirect
relationship with a substantial
shareholder or a shareholder -
A-28
Paragraph

(to comment whether

(a) which/who has influence on
the management of the
company; or
(b) which/who has an interest in
a business which competes
(or is likely to compete) with
the companys business,
and where this relationship could
result in a conflict of interest
between
the
companys
obligations
towards
that
shareholder and its duties to the
general body of shareholders, the
company is required to declare
the nature, character and extent
of the relationship and the
conflict of interest to the SC.
All non-trade debts owing to the

applicant
company
by
its
directors/
substantial
shareholders
and
other
companies controlled by the
directors
and
substantial
shareholders must have been
settled prior to listing.
All trade debts owing to the

applicant
company
by
its
directors/
substantial
shareholders
and
other
companies controlled by the
directors
and
substantial
shareholders which exceed the
normal credit period must have
been settled prior to listing.
A-29
Paragraph

(to comment whether

6.21
Transactions with related parties

Any transactions prior to listing
between the company or its
subsidiary(ies) and any related parties
must be based on terms and
conditions which are not unfavourable
to the company.
C. Other Requirements
Requirements for submission of
valuation reports
5.06
Valuation
reports
have
submitted (if applicable).
5.07
Such valuation must be carried out by

registered valuers or experts.
5.08
For all corporate proposals involving

other assets, the company should
submit a basis of valuation and
determination
of
purchase/sale
consideration for these other assets.
Expert reports on the valuation should
be submitted where available (unless
exempted under paragraph 10.09)
5.09
The registered valuer or expert

responsible for the valuation report
must be appointed by the applicant
company.
5.11
For proposals under paragraph 5.08

above where expert reports on the
valuation are available, such expert
reports should be dated not more
than 1 year before the date of the
submission to the SC.
A-30
been
Paragraph

(to comment whether
C. Other Requirements (contd)

6.01
Going concern
Public company seeking listing must
be a going concern or be the
successor of a going concern.
6.03
Offering to general public

A company is required to undertake
an offering of securities to the general
public (unless exempted under
paragraph 6.04).
2.1 of GN6
Minimum public offer size

The minimum (balloted) public offer
portion should be equivalent to 3
times the minimum number of public
shareholders holding 100 shares (with
par value of RM1.00) each as
stipulated in the Listing Requirements
of KLSE.
6.05
Restricted
subscription
offers
for
sale/
Restricted offers for sale and

restricted offers for subscription may
only be made to
the directors and employees of the

applicant company;
the directors and employees of the

subsidiary/subsidiaries of, and the
holding company/companies of,
the applicant company;
A-31
Paragraph

(to comment whether
other
persons
who
have
contributed to the success of the
applicant company. If such other
persons are business entities, the
applicant company must ensure
that the securities are allocated to
those business entities, and not to
their officers or employees, except
where the business entities are
sole
proprietorships
or
partnerships;
the shareholders of the holding

company/companies,
if
the
holding company/companies is/are
listed; and
any other persons as may be
allowed by the SC from time to
time.
6.07
Placement of securities
8.03
Placements of securities must be done

through a placement agent (i.e. a
merchant bank or a stockbroking
company), except where
(a) the securities are to be issued to
the directors or substantial
shareholders of the issuing
company; or
(b) the securities are to be issued to
Bumiputera
investors
for
purposes
of
meeting
the
requirements of the NDP/NVP.
8.04
Placement of securities should be

made to persons other than parties
connected to the placement agent.
A-32
Paragraph

(to comment whether

8.05
If securities are placed with nominee

companies, the names of the ultimate
beneficiaries must be disclosed.
8.07
On implementation of the placement

exercise, the principal adviser or
placement agent, where applicable,
must submit a final list of the placees
and a confirmation to the SC that the
placement complies with paragraphs
8.03 to 8.06.
6.08
Bumiputera share allocation

At least 30% of securities allocated
under an offering to the general
public and under a placement
exercise, should, to the extent
possible, be allocated to Bumiputera
investors.
6.09
Expenses for offer for sale

Expenses incurred relating to offer for
sale/restricted offer for sale shall be
borne by the offeror.
6.22
Chain listing
(a)
The applicant company must be

involved in a distinct and viable
business of its own.
(b)
There
is
no
intra-group
competition or conflict of
interest situation between the
applicant company and other
companies within the group.
A-33
Paragraph

(to comment whether

(c)
The applicant company is

independent from the alreadylisted company and other
companies within the Group in
terms
of
its
operations,
including purchases and sales
of
goods,
management,
management
policies
and
finance.
(d)
The already-listed company

must
have
a
separate
autonomous business of its
own, and will be able to sustain
its listing in the future.
(e)
Where a holding company of an

already-listed
company
is
seeking listing, the applicant
company must meet the profit
track record requirement for
listing without taking into
account the profit contributions
from
its
already-listed
subsidiary(ies).
(f)
The subsidiary seeking listing -
has not been injected

previously into the listed
holding company through a
reverse take-over or a backdoor listing exercise; or
is not a business which

previously formed part of
the profit track record at the
time of the initial listing,
A-34
Paragraph

(to comment whether

unless 5 full financial years have
elapsed from the date of the
reverse
take-over/back-door
listing or the date of the direct
listing, whichever is applicable.
6.23
Underwriting
(a) Underwriting arrangements must
be in place before the offering of
securities is made (for offerings
to the general public and
restricted issues/offers), other
than those securities in respect of
which allocations have been
made to certain parties, such as
Bumiputera investors, directors
and employees, or for which
certain shareholders have given
written irrevocable undertakings
to subscribe.
(b) The minimum level of subscription
must be disclosed in the
submission to the SC, together
with the basis for determining the
minimum level of subscription.
(c) The principal adviser making the
application to the SC must be
part
of
the
syndicate
of
underwriters. The full list of
underwriters, together with their
respective commitments, must be
submitted by the principal adviser
to the SC for its records.
A-35
Paragraph

(to comment whether

6.24
Moratorium on disposal of shares

Moratorium on disposal of shares to
be imposed as follows:
(a) For
Main
Board
applicant
companies with core businesses
in
property
development/
construction, all Second Board
applicant companies and all
applicant companies applying for
listing
under
the
market
capitalisation route 45% of the
nominal issued and paid-up share
capital will be under moratorium
for 1 year from the listing date.
(b) For IPC applicant companies 45% of the nominal issued and
paid-up share capital will be
under moratorium for at least 1
year from the listing date and
thereafter
50%
of
the
moratorium
shares
will
be
released per annum on a
straight-line basis upon achieving
1 full financial year of audited
operating revenue.
Undertakings
are
given
by
shareholders or ultimate individual
shareholders of an unlisted company
that he/she will not sell, transfer or
assign his/her shareholding in the
related unlisted company for the
period as stipulated above.
A-36
(To disclose the name of

shareholders
subject
to
moratorium and number and %
of
shareholding
under
moratorium)
Paragraph

(to comment whether

Pricing of securities
5.05(a)
6.10
Applicant company should price its

securities based on market-based
principles.
Securities offered to Bumiputera

investors for purposes of meeting
NDP/NVP requirements shall be
priced no higher than the offering
of securities to the general public.
Where securities are issued/offered to

related parties as part of the listing
scheme, (a) the price of the securities issued/
offered should be set at least at
the offer price to the general
public; and
(b) the exercise/conversion price of
any
options
or
convertible
securities issued should be set at
least at the offer price to the
general public
(unless exempted under paragraph
6.11).
5.05(b)
Utilisation of proceeds
The proceeds raised from the
issuance of securities are used for the
benefit of the company.
A-37
Paragraph

(to comment whether
D. Special Requirements
Property-development companies
7.02
Applicant companies can only seek

listing on the Main Board of KLSE.
(a) The applicant company should be
a
reputable
propertydevelopment
company
with
uninterrupted historical profit
record (unless exempted under
paragraph 2 of GN 7) of 5 full
financial
years
in
property
development, with
(i)
an aggregate after-tax profit

million over the said 5
financial years;
(ii)
an after-tax profit of not

less than RM4 million per
annum for at least 3 out of
the first 4 financial years;
and
(iii)
an after-tax profit of not

less than RM8 million in
respect of the most recent
financial year.
A-38
Paragraph

(to comment whether
D.
Special Requirements (contd)

(b) Applicant company should, at the
time of application, possess a
minimum land-bank of 500 acres,
situated at strategic locations or
in growth areas which should be
able to sustain development and
profits at reasonable levels over a
period of at least 5 years after
listing.
(c) Applicant company should, at the
time
of
application,
have
sufficient
on-going
propertydevelopment projects to be able
to sustain profits at reasonable
levels for at least 5 years after
listing.
7.03
The applicant company is not seeking

listing under the market capitalisation
test.
Construction companies
7.04

(a) The applicant company should be
a reputable construction company
with
uninterrupted
historical
profit record (unless exempted
under paragraph 3 of GN 7) of 5
full financial years in construction
activities, with (i)
an aggregate after-tax profit

million over the said 5
financial years;
A-39
Paragraph

(to comment whether
D.

(ii) an after-tax profit of not less
than RM4 million per annum
for at least 3 out of the first
4 financial years; and
(iii) an after-tax profit of not less
than RM8 million in respect
of the most recent financial
year.
(b) Applicant company should, at the
time
of
application,
have
sufficient
contracts-in-hand
secured from non-related parties
to sustain a reasonable level of
profits for at least 3 years after
listing.
7.05
The applicant company is not seeking

listing under the market capitalization
test.
Financial services companies
7.06

Stockbroking companies
7.08
Applicant companies must comply

with SCs consolidation policy on
stockbroking companies.
A-40
Paragraph

(to comment whether
D.

Trading/retailing companies
7.09
Applicant companies can only

seek listing on the Main Board of
KLSE.
Applicant company should have

sizeable operations dealing in a
broad base of products.
Shipping
and
companies
7.10
transportation

Infrastructure project companies
7.12
Offers for sale and/or restricted offers

for sale could only be undertaken if
the company has generated 2
consecutive full financial years of
audited operating revenue prior to
Companies with
substantial
foreignbased
operations/
subsidiaries/associated
companies
7.13
An applicant company seeking listing (To be supported by the

on either the Main Board or the computation of the respective
Second Board of KLSE will be ratios)
considered as having substantial
foreign-based operations if the
applicant companys foreign-based
operations constitute 25% or more of
the groups -
A-41
Paragraph

(to comment whether
D.

(a) net tangible assets; or
(b) after-tax profits,
based on the latest available audited
accounts at the point of submission to
the SC.
7.14
Applicant company with substantial

foreign-based operations must comply
with the following additional criteria:
(a) No net outflow of funds from the
country by the applicant company
or its subsidiaries arising from the
foreign-based operations for a
period of 3 years from the date of
submission to the SC; and
(b) Foreign-based operations must
bring benefits to the applicant
company and the country.
A-42
APPENDIX V
Comparative Performance
(i)
Comparison of financial performance with similar companies

A comparison of the financial performance of the applicant company with
the financial performance of other recently-listed companies involved in
similar activities should be submitted, as follows:
(a)
Tabulation of the following information (based on the information

available immediately prior to listing):
Principal activity
Date of listing
Share capital
Turnover
Gross profit
Pretax profit
After-tax profit
Net EPS
3-year average after-tax profit
Forecast after-tax profit
Net tangible asset (NTA) per share
Gearing ratio
Current ratio
(b)
Overall size of the market and, for each of the companies

mentioned in (a) above, its market share and ranking (sources to be
quoted), turnover, pretax profit and after-tax profit based on the
latest audited results
(Note: Major non-listed competitors should also be included for comparison, if
available)
(c)
(ii)
Commentary on material differences in the financial performance of

the company and its competitors
Comparison of price-earnings (PE) multiple with market PE

multiples
The following information should be submitted in relation to the public
issue/offer price of the securities of the applicant company:
A-43
(a)
Basis of determining the public issue/offer price and the justification

thereof
(b)
Comparison of the prospective PE multiple of the applicant company

with the latest sectoral PE multiple and PE multiples of other listed
companies involved in similar activities, together with the relevant
commentary thereon
A-44
APPENDIX VI
Effects Of The IPO
In tabular form, to show the effects before and after the IPO, on the following:
(i)
Share capital
(ii)
Substantial shareholders
(iii)
Bumiputera shareholders
(iv)
Shareholding structure
(To provide breakdown by Bumiputera, other Malaysians and foreign
shareholdings)
(v)
Net tangible assets
(vi)
Pretax and after-tax profits and earnings per share
(vii)
Cashflows
(viii)
Gearing ratio (including effects on borrowings and interest savings)
A-45
APPENDIX VII
Supporting Documents
The application for the IPO should be accompanied by the following documents:
(i)
Audited accounts for the past 5 financial years
(ii)
Latest management accounts
(iii)
Proforma balance sheets after incorporating the effects of the proposal
(iv)
Letters from the reporting accountants on -
(v)
profit forecast as per the specimen provided in Schedule 16.05(1) of

the Issues Guidelines;
cashflow forecast as per the specimen provided in Schedule

16.05(2) of the Issues Guidelines; and
proforma balance sheets
Declaration by
the applicant company as per the specimen provided in Schedule

16.02(1) of the Issues Guidelines;
the principal adviser as per the specimen provided in Schedule

each of the directors and proposed directors of the applicant

company as per the specimen provided in Schedule 16.02(3) of the
Issues Guidelines
(vi)
Valuation/experts reports (where applicable)
(vii)
Legal opinions (where applicable, e.g. on Section 132G of the Companies

Act 1965)
(viii)
Sale and purchase agreements and any other relevant agreements, in

relation to the proposal
(ix)
Where the proposal involves a property (land and building), the certified
document of title of the property, together with a declaration from the
applicant company that all relevant approvals from the authorities who
A-46
have jurisdiction over matters relating to the use of the property have been
obtained
(x)
Where the proposal involves the development of landed property,

approval/approvals-in-principle from the relevant authorities for the
development
(xi)
Any other supporting documents (e.g. copies of licences, concessions and

permits from relevant authorities)
(xii)
Where the applicant company is considered as an infrastructure project

company, to provide the following additional documents:
(xiii)
Independent feasibility report on the infrastructure project
Major agreements underlying the companys business

power/assets purchase and other offtake agreements)
Revenue/profit-sharing agreements
Supplier agreements
Major operating contracts
(e.g.
Where an independent adviser/expert has been appointed, the report of

the independent adviser/expert relating to the proposal
A-47
B.
FORMAT AND CONTENT OF APPLICATION FOR MERGER AND

ACQUISITION
1.
Cover Letter
(i)
Particulars of the merger/acquisition proposal and approval sought.
(ii)
Other required approvals obtained/pending (if applicable).
(iii)

(iv)

waiver/exemption
sought
for
such
departure.
Where
waiver/exemption has been obtained, to provide details of
waiver/exemption.
(v)
For related-party transaction, details regarding the nature of interest

of the related parties including the direct and indirect shareholdings
of the related parties in the applicant company.
(vi)
Confirmation on compliance with the relevant laws, regulations,

rules and requirements governing the assets/businesses/interests to
be acquired.
(vii)

relation to the acquiree assets/businesses/interests.
(viii)
Outstanding proposals which have been announced by the applicant

company but pending implementation, if any.
(ix)

B-1
2.
(i)
The following information/documents should be submitted:
(ii)
Appendix I
Background Information On The Applicant

Company
Appendix II
Background Information On
Assets/Businesses/Interests
Appendix III
Background Information On The Vendors Of

The Acquiree Assets/Businesses/Interests
Appendix IV
Historical Financial
Applicant Company
Appendix V
Appendix V (a)
The
Information
Acquiree
On
The

Acquiree Companies/Businesses
On
The
Historical Financial Information

Acquiree Companies/Businesses
On
The
Appendix VI
Qualitative Considerations
Appendix VII
Pricing And Valuation Methodology
Appendix VIII
Appendix IX
Effects Of The Proposal
Appendix X
Other Supporting Information/Documents
Where the applicant company is a distressed listed company or where the

proposal results in a significant change in business direction or where the
proposal involves a substantial acquisition of foreign assets, the following
additional information should be submitted:
Appendix XI
B-2
APPENDIX I
Background Information On The Applicant Company
company:
(i)
Name of company (and previous changes of name)
(ii)
Date of incorporation and conversion to public company
(iii)
Date of listing
(iv)
Principal activities
(v)
Share capital
authorized
issued and paid-up
changes since the date of incorporation
(vi)
Present shareholding structure (to provide break down by Bumiputera,

other Malaysian and foreign shareholdings)
(vii)
Particulars of substantial shareholders, as follows:
Name
Nationality/country of incorporation
Direct and indirect shareholdings in the applicant company
Changes in substantial shareholders and their shareholdings in the

applicant company for the past 3 years
Directorships and/or substantial shareholdings in all other public

companies for the past 3 years
(viii)
Present Bumiputera shareholders and their shareholdings in the applicant

company
(ix)
Particulars of directors, proposed directors and chief executive officer, as

follows:
B-3
(x)
Name
NRIC/passport number and nationality
Address
Designation
Directorships and substantial shareholdings in all other public

Particulars of subsidiary and associated companies, as follows:
Name
Date and place of incorporation
Effective equity interest
(xi)
Details of material litigations involving the applicant company and/or its

subsidiary companies which may affect their income from, title to, or
possession of any of their assets and/or businesses.
(xii)
With respect to the applicant company, confirmation that the submission of

its tax returns and settlement of its tax liabilities with the Inland Revenue
Board are up-to-date.
(xiii)
With respect to the directors and proposed directors, confirmation that the
submission of their tax returns and settlement of their tax liabilities with
the Inland Revenue Board are up-to-date.
B-4
APPENDIX II
Background Information On The Acquiree Assets/Businesses/Interests
(i)
For acquiree company

Where the acquiree asset/business/interest is a company, the following
information should be submitted:
(a)
Name and registration number of company (and previous changes

of name)
(b)
Date of incorporation and conversion to public company (if

applicable)
(c)
Date of listing and name of stock exchange (if applicable)
(d)
(e)
Date of commencement of operations/core business and detailed

history of the business
(f)
Share capital
authorized
issued and paid-up
(g)
Present shareholding structure (to provide break

Bumiputera, other Malaysian and foreign shareholdings)
(h)
down
by
Name
Direct and indirect shareholdings in the acquiree company
Changes in substantial shareholders and their shareholdings

in the acquiree company for the past 3 years
B-5
(i)
Present Bumiputera shareholders and their shareholdings in the

acquiree company
(j)
Particulars of present directors, as follows:
(k)
(l)
Name and nationality
Designation
Direct and indirect shareholdings in the acquiree company
Where the proposal results in a significant change in business

direction, particulars of all the directors, chief executive and key
management and technical personnel of the acquiree company, as
follows:
Name, age, occupation and qualification
Profile including designation, function and business and

management experience
Shareholdings in the acquiree company and/or its subsidiary

and associated companies
Directorships and/or substantial shareholdings in all other

public companies for the past 3 years, and the principal
activities/businesses of those other public companies
Current interests, directorships and/or shareholdings in all

other companies/businesses, and the principal activities of
those other companies or nature of those other businesses
Whether their interests, directorships and/or shareholdings in

the other companies/businesses would give rise to a situation
of conflict of interest with the acquiree companys business,
and the mitigating factors

direction, confirmation that the directors of the acquiree company
are not undischarged bankrupts nor are they subject to any

proceedings under bankruptcy laws;
have never been charged with, convicted for or compounded

for any offence under securities laws, corporations laws or
any other laws involving fraud or dishonesty in a court of law;
B-6
(m)
have never had any action taken against them for any breach
of the listing requirements or rules issued by the stock
exchange for the past 5 years prior to the submission of the
application; and
, to the best of their knowledge, have not been subject to

any inquiry or investigation by any government or regulatory
authority or body for the past 5 years prior to the submission
of the application.
Name
Issued and paid-up capital
Effective equity interest and date of acquisition of such

interest
Principal activities and date of commencement of operations/

core business
(n)
Encumbrances on the shares and/or assets of the acquiree company
(o)
Particulars of licences, permits, concessions and approvals relating

to the business of the acquiree company, as follows:
Issuing authority
Date of issue and expiry
Nature of licences, permits, concessions and approvals
Equity and other material terms and conditions imposed and

status of compliance
(p)
Details of material litigations involving the acquiree company which

may affect its income from, title to, or possession of, any of its
assets and/or businesses
(q)
Details of material commitments and contingent liabilities incurred

or known to be incurred by the acquiree company and their impact
on the profits or net asset value of the company upon becoming
enforceable
B-7
(r)
(ii)
Details of subsisting material contracts outside the ordinary course

of business of the acquiree company
For acquiree asset/business

For acquisition of asset/business, the following information should be
submitted:
(a)
Details of asset/business, including but not limited to the following

(where applicable):
Nature/description
Date of commencement and detailed history
Location
Title
Registered/beneficial owner
Age
Stage of completion
Build-up area
Land area
Existing use
Tenure/expiry date
Cost and date of acquisition
(b)
Encumbrances on the asset
(c)
Particulars of licences, permits, concessions and approvals for the

asset/business, as follows:
Issuing authority
Nature of licences, permits, concessions and approvals
B-8
(iii)
Material terms and conditions imposed and status of

compliance
(d)
Details of material litigations involving the asset/business, which

may affect the income from, title to, or possession of, the
asset/business
(e)
Details of material commitments and contingent liabilities relating to

the asset/business
(f)
Details of subsisting material contracts relating to the asset/business
Additional background information

(a)
(b)
(c)
For acquiree company involved in property development or for

acquisition of property development asset/project, details of the
development asset/project including, but not limited to, the
following:
Description, including size, types and phases of development
Dates of commencement and expected completion
Date of launch of sale
Current status
For acquiree company involved in construction, details of the

secured contracts including, but not limited to, the following:
Description of nature of contract
Contract value and period
Dates of award, commencement and expected completion
Name of party awarding the contract, and whether the party

is a director and/or substantial shareholder of the acquiree
company or person related to them
For acquiree company involved in infrastructure project or for

acquisition of infrastructure project asset/business, details of the
infrastructure project, as follows:
B-9
1.
2.
Concession/licence/basis of business
Act/Regulation under which the concession/licence is

granted to the company
Nature of concession e.g. build-operate-transfer/buildtransfer-operate/build-own-operate etc.
Life of concession/licence
Exclusivity/non-exclusivity of concession/licence
Critical terms and conditions under concession/licence
Companys rights, interests and major obligations

under concession/licence
Effect of failure to meet concession/licence terms
Circumstances leading to termination provisions under

concession agreement/licence
Any restrictions on changes in ownership of company
Major agreements underlying basis of companys

business (e.g. power/assets purchase and other
offtake agreements)
Obligations of public development authorities
Any related land acquisition
List of material
description
Taxation
contracts
together
with
brief
Relationship with concession giver/licensor
Description/constitution of concession giver/licensor
Nature of relationship
Licensors obligations
B-10
3.
4.
5.
Impact on business/credit agreements if relationship

changes
Regulation
Relevant regulatory authorities
Environmental regulation/issues
Material penalties on breach of regulation
Construction risk
Status of project/progress to-date
Expected progress schedule
Nature of construction contract
Nature of risks and mitigating factors
Supplier agreements
Implications of failure to complete/proceed according

to plan
Provision for strikes
Obligations of contractors/turnkey contracts
Geology and construction methods
Terms and conditions of performance bonds and

construction guarantees
Track record of company
Length and scope of operating history
Qualifications and experience of management/licensee
Summary of existing operations if the company is a

mature company
B-11
6.
7.
8.
Competition
Description of the industry
Analysis of competitors
Assessment of effects of competition
Treatment of company under competition law (if a

monopoly and if applicable)
Operations
Special reliance on key operating and maintenance

contractors or management personnel
Operating risk factors
Strategy for marketing products
Obligations of main users
Economics of project
Pricing of product
9.
Government pricing and terms on which price/rates

may be varied
Conflicts/dependence
Related-party
contracts
Dependence on concession giver/licensor
Dependence on suppliers, customers, competitors,

infrastructure providers
B-12
transactions
including
construction
10.
11.
Financing
Total capital expenditure to-date and for the future
Sources and uses of issue proceeds and bank loans
Adequacy of funds for expected total cost of project

and working capital
Salient terms of bank financing and other

credit/guarantee agreements including recourse/nonrecourse nature of arrangement
Availability and terms of supplier credit
Any security arrangement entered into with loan

providers or other credit suppliers including
assignments of assets
Tax effects
Other financial arrangements

giver/licensor/parent
Statement of financial requirements for subsequent

phases
Availability of foreign currency during loan repayment

period
with
concession
Feasibility study
Background of expert
Scope of study
Appraisal of companys business
Appraisal of agreements, contracts and permits
Comments on capital expenditure plan
Comments on adequacy of debt and equity financing
B-13
12.
Comments on operation and performance to-date, if

applicable
Comments on environmental impact
Comments on industry and competitive environment
Projections of profits and losses, balance sheet and

cashflow
Assumptions underlying the projections including the

basis for valuation of existing property or projects
Insurance risk assessment
Conclusion on overall feasibility of project
Basis for monitoring of design, development and

construction by expert
Other disclosures
Shareholders agreement
Control of company
Criteria for future investment in projects
Insurance arrangements
Business development strategy
Privileges of shareholders
Political risks if applicable
Other risks
B-14
APPENDIX III
Background Information On The Vendors Of The Acquiree Assets/
Businesses/Interests
(i)
For vendor which is a company

Where the vendor is a company, the following information should be
submitted:
(a)
Name, registration number and current address of the vendor

company
(b)
(c)
(d)
(e)
(f)

(g)
Particulars of substantial shareholders of the vendor company, as

follows:
(h)
down
Name
Direct and indirect shareholdings in the vendor company
by

direction:
Particulars of the vendor companys interests and/or

substantial shareholdings in all other companies/businesses
for the past 3 years, and the principal activities of those other
companies or nature of those other businesses;
Whether the vendor companys interests and/or substantial

shareholdings in the other companies/businesses would give
rise to a situation of conflict of interest with the acquiree
companys business, and the mitigating factors;
B-15
Confirmation that the vendor company

-
has never been charged with, convicted for or

compounded for any offence under securities laws,
corporations laws or any other laws involving fraud or
dishonesty in a court of law;
has never had any action taken against it for any

breach of the listing requirements or rules issued by
the stock exchange for the past 5 years prior to the
submission of the application; and
, to the best of its knowledge, has not been subject to

any inquiry or investigation by any government or
regulatory authority or body for the past 5 years prior
to the submission of the application.
(i)

company
(j)
Particulars of directors, as follows:
(k)
Name and NRIC/passport number
Age
Nationality
Address
Designation
Direct and indirect shareholdings in the company
Name of company
Principal activities and date of commencement of core

business
B-16
(ii)
For vendor who is an individual

Where the vendor is an individual, the following information should be
submitted:
(iii)
(a)
(b)
Age
(c)
Nationality
(d)
Address
(e)
Occupation
(f)

direction:
Particulars of the interests, directorships and/or substantial

shareholdings
of
the
vendor
in
all
other
companies/businesses for the past 3 years, and the principal
activities of those other companies or nature of those
businesses
Whether the vendors interests, directorships and/or

substantial shareholdings in the other companies/businesses
would give rise to a situation of conflict of interest with the
acquiree companys business, and the mitigating factors
Qualification and experience of the vendor
Where the proposal results in a significant change in business direction,

confirmation that the vendor
is not an undischarged bankrupt nor is he/she subject to any

proceedings under bankruptcy laws;
has never been charged with, convicted for or compounded for any
offence under securities laws, corporations laws or any other laws
involving fraud or dishonesty in a court of law;
has never had any action taken against him/her for any breach of
the listing requirements or rules issued by the stock exchange for
the past 5 years prior to the submission of the application; and
B-17
, to the best of his/her knowledge, has not been subject to any

inquiry or investigation by any government or regulatory authority or
body for the past 5 years prior to the submission of the application.
B-18
APPENDIX IV
Historical Financial Information On The Applicant Company
The following historical financial information should be submitted in relation to the
applicant company:
(i)
Tabulation of the following performance indicators for the past 3 financial

years:
Paid-up capital
Shareholders funds
NTA per share
Turnover
Net EPS
Current ratio
(ii)
(iii)
Commentary on past performance, which should include analysis and/or

discussion of

performance in any of the financial years under review and
significant changes in the financial performance on a year to year
basis, whether favourable or adverse;
accounting policies adopted which are peculiar to the company

because of the nature of the companys business or the industry it is
involved in, as well as the effects of such policies on the
determination of the companys income or financial position; and
any audit qualification of the accounts in any of the financial years

under review
Full disclosure of material commitments and contingent liabilities incurred

or known to be incurred by the company and their impact on the profits or
the net asset value of the company upon becoming enforceable
B-19
APPENDIX V
Long Form Accountants Report On The Acquiree Companies/Businesses
(addressed to the Board of Directors of the applicant company)
companies/businesses. However, -
is
required
for
all
acquisitions
of
(a)
for an acquisition where all the percentage ratios as specified in

paragraph 12.04 (read together with paragraph 12.06) of the Issues
Guidelines are less than 25%; or
(b)
for an acquisition of securities in a public listed company; or
(c)
for an acquisition of an additional equity interest in a company

which is already a subsidiary of the applicant company,
and where such acquisition does not trigger the requirements of paragraphs
12.05 and 12.06 of the Issues Guidelines, the Long Form Accountants Report is
not required to be submitted. In such a situation, the historical financial
information on the acquiree companies/businesses in accordance with Appendix
V(a) should be submitted.
The Long Form Accountants Report should contain the following information :
(i)
Historical track record of each acquiree company/business

(a)
Tabulation of the following performance indicators for the past 5

financial years:
Paid-up capital
Shareholders funds
Net tangible asset (NTA)
NTA per share
Turnover
Gross profit
Net EPS
Effective tax rate
Gross margin
Current ratio
Note: Any reliance on the representation made by the applicant companys management in the
preparation of the Long Form Accountants Report should be highlighted.
B-20

Interest expense
Interest coverage ratio
Gross dividend rate
After-tax return on shareholders funds
(b)
(c)

and %) by
activity;
product;
division;
Commentary on past performance, which should include analysis

and/or discussion of

significant changes in the financial performance on a year to
year basis, whether favourable or adverse;

because of the nature of the companys business or the industry
it is involved in, as well as the effects of such policies on the
determination of the companys income or financial positon;
gross profit and pretax profit margin;
(ii)
any material difference between the effective tax rate and the
statutory tax rate; and
any audit qualification of the accounts in any of the financial

years under review.
Trade debtors
(a)
Tabulation of information on trade debtors, as follows:
B-21

1
2
3
4
5
Trade debtors
Less : Provision for
doubtful debts
% of trade debtors to
turnover
Trade debtors'
turnover period
(months)
(b)
Ageing analysis of trade debtors, in the following sample format:

Credit
Period
Within credit period*

0-30 31-60
61-90
days
days
days etc.
Exceeding credit period*

<6
6-12
> 12
months months months
Trade debtors
% of total
trade debtors
*
(c)
Depending on the companys credit period
Commentary on
trade debtors position, whether excessive or unusually low,

when compared with prior years, industry norm and/or
nearest competitors (if available) and the company's own
credit policy; and
balances exceeding the normal credit period, giving specific

details of the overdue debtors, and whether these debtors
have since been collected or are collectible.
(Note:

to that effect.)
B-22
Total
(iii)
Other debtors
(a)
Tabulation of other debtors by category, as follows:

1
2
3
4
5
Category of other
debtors
(b)
Commentary on material balances and nature of other debtors, and

whether these debtors have since been collected or are collectible.
(Note:
(iv)

to that effect.)
Trade creditors
(a)
Tabulation of information on trade creditors, as follows:

Year
1

Year Year Year Year
2
3
4
5
Trade creditors
Trade creditors'
turnover period
(months)
(b)
Ageing analysis of trade creditors, in the following sample format:
B-23
0-30
days
31-60
days
61-90
days
3-6
months
6-12
months
> 12
months
Trade creditors
% of total
trade creditors
(c)
Breakdown of total trade creditors by amount within credit period

and amount exceeding credit period.
(d)
Commentary on the trade creditors position, whether excessive or

unusually low, when compared with prior years, industry norm
and/or nearest competitors (if available) and the normal credit
period extended by the trade creditors.
(e)
Details of any legal or other actions taken by the trade creditors to

recover the amount owed.
(Note:
(v)

to that effect.)
Other creditors (including advances from directors, shareholders etc)

(a)
Tabulation of other creditors by category, as follows:

1
2
3
4
5
Category of other
creditors
(b)
Commentary on material balances and nature of other creditors,

whether any amount is in default and whether any legal or other
actions have been taken by the creditors to recover the amount owed.
(Note:

that effect.)
B-24
Total
(vi)
Stock
(a)
Tabulation of information on stock, as follows:

1
2
3
4
5
Stock (to provide
breakdown)
% of stock to cost of
goods sold
Stock turnover period
(months)
(b)
Comparison of stock turnover period with industry norm/nearest

competitors, if available.
(c)
Breakdown of slow-moving stock and obsolete stock.
(d)
Commentary on saleability of slow-moving stock and on stock

obsolescence, if applicable, and material stock movements vis--vis
past trends.
(Note:
(vii)
If the above is not applicable, to provide a negative statement to that

effect.)
Bank borrowings
(a)
Analysis of bank borrowings, including details of credit facilities and

utilisation.
(b)
Information on whether any borrowing is in default and any legal or

other actions taken by the lenders to recover the amount owed.
(Note:

to that effect.)
B-25
(viii)
Taxation
Commentary on
adequacy of provisions for taxation;
whether the submission of tax returns and settlement of tax liabilities

are up-to-date;
any tax amount in dispute and/or any investigation carried out by

the Inland Revenue Board (IRB) and/or any overseas tax authority;
any tax penalty imposed or additional tax amount assessed by the

IRB and/or any overseas tax authority, and status of settlement of
such penalty or additional tax amount;
tax losses and allowances available for carry forward, tax reliefs and
their effects on deferred tax liability;
any special allowances being claimed; and
any other material information relating to taxation.

(Note:
(ix)

that effect.)
Other income
Analysis of other income, if applicable.
B-26
APPENDIX V(a)
Businesses
Information
On
The
Acquiree
Companies/
In situations where the Long Form Accountants Report is not required (see
Appendix V), the following historical financial information should be submitted in
relation to each acquiree company/business:
(i)

years (where applicable):
Paid-up capital
Shareholders funds
NTA per share
Turnover
Net EPS
Current ratio
(ii)
(iii)

discussion of


company/business because of the nature of the business or the
industry it is involved in, as well as the effects of such policies on
the determination of income or financial position; and

under review

or known to be incurred by the company/business and their impact on the
profits or the net asset value of the company/business upon becoming
enforceable
B-27
APPENDIX VI
Qualitative Considerations
The following information should be
asset/business/interest (where applicable):
(i)
submitted
for
each
acquiree
Analysis of the quality of the acquiree asset/business/interest including, but

not limited to, the following:
(a)
Products, services and applications
(b)
Viability and vulnerability
(c)
Product/services diversity and quality (and whether they are

deemed a necessity or luxury)
Market access
Market share/market ranking/reputation
Competitive advantage in terms of operations, technology,

pricing, financing etc
Long term contracts
Availability of resources
Capability to diversify
Sensitivity to economic downturn
Risks (business, operational, financial, investment etc)
Customers
Information
customers)
Name of major customers (i.e. those individually contributing

to 10% or more of turnover), level of sales, length of
relationship as well as whether there is a dependency on
such major customers and the mitigating factors
on
customer
B-28
base
(including
number
of
(d)
(e)
(f)
Suppliers
Information on supplier base (including number of suppliers)
Name of major suppliers (i.e. those individually contributing

to 10% or more of purchases), level of purchases, length of
relationship as well as whether there is a dependency on
such major suppliers and the mitigating factors
Industry/Sector
Description of industry/sector (including size)
Past and present performance
Growth prospects
Industry players and competition
Demand/supply conditions
Level of market saturation in terms of players and/or

products
Relevant laws and regulations governing the industry/sector
Comparison of the performance of the acquiree company with the

performance of other companies involved in similar activities
(ii)
Rationale for the merger/acquisition
(iii)
Benefits of the merger/acquisition to the applicant company

(Where the proposal involves an acquisition of substantial foreign assets,
to also provide the expected time-frame in which profits are to be
repatriated to Malaysia)
(iv)
Risks associated with the merger/ acquisition and the mitigating factors
(v)
Future plans of the applicant company for the acquiree

asset/business/interest as well as the steps taken (including time frame)
and resources required to be committed to realise the plans
B-29
APPENDIX VII
Pricing And Valuation Methodology
(i)
Valuation of acquiree assets/businesses/interests

The following information should be submitted in relation to the valuation
of each acquiree asset/business/interest:
(ii)
(a)
Basis/method
consideration
of
valuation
and
determination
of
purchase
(b)
Justification and substantiation for the valuation and purchase

consideration
(c)
Particulars of all liabilities to be assumed by the applicant company
(d)
Salient term and conditions of the transaction/sale and purchase

agreement
Settlement of purchase consideration

The following information should be submitted in relation to the settlement
of purchase consideration:
(iii)
(a)
Mode of settlement of purchase consideration
(b)
Where the purchase consideration is to be satisfied by full or partial

issuance of securities:
Basis of valuation/pricing of securities
Justification and substantiation for the valuation/pricing of

securities
Comments by the principal adviser

The principal adviser must provide comments on the reasonableness of the
purchase consideration.
B-30
APPENDIX VIII
(To be prepared for each acquisition)
Paragraph
A.

(to comment whether
General requirements
5.05(a)
Public companies should price their

principles and at a level which is in
the best interests of the company,
and should take into account the
interests of minority shareholders.
Requirements for submission
of valuation reports
5.06
Valuation reports have

been
5.07
Such valuation must be carried out

by registered valuers or experts.
5.08
For
all
corporate
proposals
involving
other
assets,
the
company should submit a basis of
valuation and determination of
purchase/sale consideration for
these other assets. Expert reports
on the valuation should be
submitted where available (unless
exempted under paragraph 10.09).
5.09

company.
B-31
Paragraph

(to comment whether
A.
5.11
General requirements (contd)

For proposals under paragraph
5.08 above where expert reports
on the valuation are available, such
expert reports should be dated not
more than 1 year before the date
of the submission to the SC.
Securities issued to finance
acquisitions
8.15
If an applicant company wishes to

issue securities to finance an
acquisition of assets, the applicant
company must use the valuation/
purchase
consideration
figure
specified by the SC in the
acquisition, if applicable. The
specified
valuation/purchase
consideration figure may arise from
a direct assessment of the
valuation by the SC, or from a
second-opinion valuation sought by
the
SC.
If
the
specified
valuation/consideration figure is
lower
than
the
submitted
valuation/consideration figure, the
applicant company must not make
up the difference by way of
internally-generated
funds
or
borrowings
(unless
exempted
under paragraph 8.18 of Chapter
8).
8.16
Paragraph 8.15 above applies to

both acquisitions financed by the
direct issuance of securities to the
vendor of the assets, as well as
acquisitions
financed
by the
proceeds from the issuance of
securities.
B-32
Paragraph

(to comment whether
A.
8.17
Paragraph 8.15 above applies to

both proposed acquisitions and
proposed refinancings of completed
acquisitions which are submitted to
the SC within one year from the
date of completion of the
acquisition.
8.20
The
principal
adviser
must
comment on the reasonableness of
the purchase consideration for
acquisitions in the submission to
the SC.
Issuance of warrants
9.02

from all outstanding warrants in
the event of exercise must not
exceed 50% of the issued and
paid-up capital of the company
(before the exercise of the
warrants) at all times.
9.03

mechanisms to be incorporated in
the exercise price of the warrants,
including the amount of step-up/
step-down and the time-frames
involved, should be determined
and disclosed upfront in the deed
poll and the prospectus/circular/
any other offer documents. Such
step-up/step-down
pricing
mechanisms must be set on a fixed
basis, i.e. in absolute amounts and
must not be made conditional upon
the occurrence of certain events.
B-33
Paragraph

(to comment whether
A.
9.04

Warrant deed polls must
include any provisions for
not

(b) changes to the number of
shares
received
for
the
exercise of each warrant and
changes
to
the
pricing
mechanism for the exercise
price of the warrants, except
where these changes are
adjustments
pursuant
to
capitalisation issues, rights
issue, consolidation or subdivision of shares or capitalreduction exercises.
9.05
All provisions for changes in the

terms of warrants must be clearly
determined and disclosed upfront
in the warrant deed poll and the
documents.
9.06

warrants cannot be changed in
mid-stream.
Issuance of convertible securities

9.07

RM0.10.
B-34
Paragraph

(to comment whether
A.
9.08

mechanisms to be incorporated in
the conversion price must be
clearly determined and disclosed
upfront in the trust deed and the
documents. Such step-up/stepdown pricing mechanisms must
comply with the following:
(which must be stated in
absolute terms) and timeframes for the conversion price
adjustment
must
be
determined upfront. The stepup/step-down
mechanism
must be set on a fixed basis,
i.e. must not be made
conditional
upon
the
occurrence of certain events;
and
(b) For non-listed convertibles
The conditions governing the
step-up/step-down
pricing
mechanism and time-frames
for the conversion price
adjustment
must
be
determined upfront.
B-35
Paragraph

(to comment whether
A.
9.09
Provisions for changes to the

coupon rate of the convertibles
may be incorporated for both listed
and non-listed convertibles, as long
as the mechanisms are determined
and disclosed upfront in the trust
deed and the prospectus/circular/
any other offer documents. For
traded convertibles, the changes to
the coupon rate must be stated in
absolute terms.
9.10
Trust
deeds
for
convertible
securities must not include any
provisions for
(b) changes to the number of
shares
received
for
the
conversion of each convertible
and changes to the pricing
mechanism for the conversion
price of the convertibles,
except where these changes
are adjustments pursuant to
capitalisation issues, rights
issue, consolidation or subdivision of shares or capitalreduction exercises.
9.11
All provisions for changes in the

terms of convertibles must be
clearly determined and disclosed
upfront in the trust deed and
documents.
B-36
Paragraph

(to comment whether
A.
9.12

mid-stream.
Issuance of preference shares

9.13
The minimum par value

preference shares is RM0.10.
for
Related-party transactions
8.19 and
10.07
For acquisitions of assets from

related parties financed by way of
direct issuance of shares to the
vendors, the pricing of the shares
issued
to
the
vendors
as
consideration must be set at least
at 5-day weighted average market
price of the shares of the company
prior to the date on which the
terms of the transaction were
agreed upon.
10.08
For acquisitions of assets from

related parties financed by way of
direct issuance of warrants/
convertible
securities
to
the
vendors, the exercise/conversion
price of the warrants/convertibles
issued
to
the
vendors
as
consideration must be set at least
at 5-day weighted average market
price of the shares of the company
prior to the date on which the
terms of the transaction were
agreed upon.
B-37
Paragraph

(to comment whether
B.
Acquisitions of foreign assets
11.02
be supported by the
Acquisitions of foreign assets by (To
way of issuance of equity/equity- computation of the respective
linked securities (whether directly ratios, where applicable)
or indirectly) will be considered
substantial if any of the following
ratios is at least 25% or more:
(a) The consideration for the
foreign assets divided by the
net tangible assets of the
public company;
(b) The consideration for the
foreign assets divided by the
aggregate market value of all
the ordinary shares of the
listed
company
prior
to
announcement
of
the
acquisition; or
(c) The consideration shares to be
issued divided by the equity
share capital of the public
company.
11.03
Such acquisitions of substantial

foreign assets would only be
allowed by the SC if the assets are
of acceptable quality and
(a) the acquisition is financed
entirely through the direct
issuance of new equity/equitylinked
securities
as
consideration to the vendors of
the foreign assets;
B-38
Paragraph

(to comment whether
B.
Acquisitions of foreign assets (contd)

(b) there will be no net outflow of
funds from the country by the
public
company
or
its
subsidiaries arising from the
acquisition for a period of 3
years from the completion
date of the acquisition; and
(c) the acquisition brings benefits
to the public company and the
country.
C.
Acquisitions resulting in significant

changes in business direction
12.05
A significant change in business (To

be supported
direction is a situation where
computation of the
by the
respective
ratios in paragraph 12.04, where
(a) the listed company acquires applicable)
new assets such that (i)
(ii)
the percentage ratio is

100% or more based on
the computations in any
of the ratios described in
paragraph 12.04;
in the case of an
acquisition,
the
acquisition results in a
change in the core
business
within
12
months of the acquisition
or in a change in
dominant
shareholder/
Board of the listed
company; or
B-39
Paragraph

(to comment whether
C.

changes in business direction (contd)
(iii)
in the case of a listed

company with negative
net tangible assets, the
acquisition or disposal is
more than RM1 million in
size per transaction,
; or
(b) another company acquires the
listed
company
and
simultaneously
intends
to
transfer the listing status
together with the introduction
of new assets under a
restructuring situation.
12.06
The following transactions that are

entered into during the 12 months
prior to the date of the latest
transaction are to be aggregated
with the latest transaction for the
purpose of computing the above
percentage ratios:
(a) Transactions are entered into
by a listed company with the
same party or with parties
connected with one another;
(b) Transactions
involve
the
acquisition of assets in one
particular company; or
(c) Transactions together lead to
substantial involvement in a
business activity which did not
previously form a part of the
companys core business(es).
B-40
Paragraph

(to comment whether
C.

12.07
I.
Historical
profit
track
record
(unless
exempted
under paragraph 12.10 and
subject to paragraphs 13.05,
13.06 and 13.07)
(a) Main Board companies
(i) Acquisitions which do

not result in a change
in
dominant
shareholder/ Board
Assets
to
be
injected
should
already be incomegenerating, with an
uninterrupted track
record
of
profitability of 2
years and have
good
immediate
prospects of strong
profits
and
cashflows which will
be beneficial to the
listed company.
(ii) Acquisitions
which
result in a change in
dominant shareholder/
Board
B-41
Paragraph

(to comment whether
C.

Assets
to
be
injected
should
have uninterrupted
profits for the past
3 to 5 years with a
minimum aggregate
after-tax profit of
RM18 million, and
have
good
immediate
prospects of strong
profits
and
listed company.
(b) Second Board companies
(i) Acquisitions which do

not result in a change
in
dominant
shareholder/ Board
Assets to be injected
should already be
income-generating,
with
an
uninterrupted track
record
of
profitability of 2
years and have
good
immediate
prospects of strong
profits
and
listed company.
B-42
Paragraph

(to comment whether
C.

(ii) Acquisitions
which
result in a change in
dominant shareholder/
Board
Assets to be injected
should
have
uninterrupted
profits for the past
3 to 5 years with a
minimum aggregate
after-tax profit of
RM12 million, and
have very good
immediate
prospects of strong
profits
and
listed company.
12.07
7.02
II. Special
requirements
(unless
exempted
under
paragraph 12.10 and subject
to paragraphs 13.06 and
13.07)
(i) Injection of propertydevelopment assets
(a) The company should be
a reputable propertydevelopment company
having
an
uninterrupted historical
profit record of 5 full
financial
years
in
property development,
with -
B-43
Paragraph

(to comment whether
C.

(i) an aggregate aftertax profit of not less
than RM30 million
over the said 5
financial years;
(ii) an after-tax profit
of not less than
RM4 million per
annum for at least
3 out of the first 4
financial years; and
(iii) an after-tax profit
of not less than
RM8
million
in
respect of the most
recent
financial
year.
(b) The company should,
at
the
time
of
application, possess a
minimum land-bank of
500 acres, situated at
strategic locations or in
growth areas which
should be able to
sustain
development
and
profits
at
reasonable levels over
a period of at least 5
years after listing.
B-44
Paragraph

(to comment whether
C.

(c) The company should,
at
the
time
of
application,
have
sufficient
on-going
property-development
projects to be able to
sustain
profits
at
reasonable levels for at
least 5 years after
listing.
7.04
(ii) Injection
construction assets
of
(a) The company should be

a
reputable
construction company
having
an
uninterrupted historical
profit record of 5 full
financial
years
in
construction activities,
with (i) an aggregate aftertax profit of not less
than RM30 million
over the said 5
financial years;
(ii) an after-tax profit
of not less than
RM4 million per
annum for at least
3 out of the first 4
financial years; and
B-45
Paragraph

(to comment whether
C.

(iii) an after-tax profit of
not less than RM8
million in respect of
the most recent
financial year.
(b) The company should, at
the time of application,
have
sufficient
contracts-in-hand
secured
from
nonrelated parties to sustain
a reasonable level of
profits for at least 3
years after listing.
12.08
6.13(a)(iv)
III. Other requirements
Proforma accounts, if applicable

Where a group of companies is
seeking
listing
using
the
historical profit track record
test, at least one company
(which
is
the
qualifying
company) within the group
should be able to fulfil the profit
track record requirements. If no
one company qualifies, listing
based on the strength of the
groups proforma accounts may
be considered provided that the
companies within the group
which collectively qualify
are involved in the same or (To be supported by matrix)

complementary
business
activities;
have common directors;
and
B-46
Paragraph

(to comment whether
C.

have common shareholders

who, on a collective basis,
have
controlling
shareholding,
over the profit track record

period.
6.14(a)
Business operations
Where listing is sought on

the basis of the strength of
group proforma accounts,
the company which is the
single largest contributor to
the profits of the group on
an average basis for the
past 3 full financial years
should
have
been
incorporated and have been
operating in the same or
complementary business for
at least 5 full financial years
prior
to
making
the
B-47
Paragraph

(to comment whether
C.

6.16
Where listing is not on the

basis of the strength of
group proforma accounts,
the applicant company (or
the qualifying company in
the
case
where
the
qualifying company is to be
used by the applicant
company for the purpose of
meeting the profit track
record requirement) should
have been incorporated and
have been operating in the
same or complementary
business for at least 5 full
making the submission to
the SC.
Independence of business
The principal/sole asset of the
applicant company should not
be an investment in another
listed company.
6.18
Prospects of the company

have a viable business(es)
with
healthy
growth
prospects.
Future profits should be

derived from the same core
business as the historical
profits of the applicant
company.
B-48
Paragraph

(to comment whether
C.
6.19

Continuity of management

have had continuity of
substantially the same
management for at least 3
full financial years prior to
making the submission to
the SC.
Throughout
period, (a)
(b)
the
relevant
current
executive
directors have had
direct management
responsibilities
for
and
played
a
significant role in the
companys
core
business; and
senior management
has
not
changed
materially.
Where
the
above
requirement has not been
met,
the
controlling
shareholders
of
the
applicant company should
demonstrate to the SC the
expertise and capability of
management in ensuring
the effective operation of
the company.
B-49
Paragraph

(to comment whether
C.
6.20

Conflict of interest
No material conflict of
interest
should
exist
between
the
applicant
company and its directors
or
substantial
shareholders.
Where a company has (or

is likely to have) a direct or
indirect relationship with a
substantial shareholder or
a shareholder
(a) which/who
has
influence
on
the
management of the
company; or
(b) which/who
has
an
interest in a business
which competes (or is
likely to compete) with
the
companys
business,
and where this relationship
could result in a conflict of
interest
between
the
companys
obligations
towards that shareholder
and its duties to the
general
body
of
shareholders, the company
is required to declare the
nature,
character
and
extent of the relationship
and the conflict of interest
to the SC.
B-50
Paragraph

(to comment whether
C.
6.21

All non-trade debts owing

to the applicant company
by its directors/substantial
shareholders and other
companies controlled by
the
directors
and
substantial
shareholders
must have been settled
prior to listing.
All trade debts owing to

the applicant company by
its
directors/substantial
shareholders and other
companies controlled by
the
directors
and
substantial
shareholders
which exceed the normal
credit period must have
been settled prior to listing.
Transactions
parties
with
related
Any transactions prior to listing

between the company or its
subsidiary(ies) and any related
parties must be based on
terms and conditions which are
not unfavourable to the
company.
B-51
Paragraph

(to comment whether
C.

12.09
IV. Moratorium on disposal of

securities
For acquisitions resulting in a
change
in
dominant
shareholder/Board, 50% of the
consideration securities to be
received by the vendor of the
assets to be injected will be
under moratorium for 1 year
from the date the securities
issued as consideration for the
acquisition are listed on KLSE,
or from the date of issue if the
securities are unlisted.
Undertakings are given by
shareholders
or
ultimate
individual shareholders of an
unlisted company that he/ she
will not sell, transfer or assign
his/her shareholding in the
related unlisted company for
the period as stipulated above.
B-52
(To disclose the names of

securities holders subject to
moratorium and number and % of
securities under moratorium)
Paragraph

(to comment whether
D.
Proposals by distressed listed

companies (DLCs)
13.01
DLCs are
following:
defined
as
the (To specify the category applicable
(a) A listed company which is

classified as an affected
listed issuer under Practice
Note 4/2001 issued by KLSE;
(b) A listed company with an
inadequate
level
of
operations as defined in
Practice Note 10/2001 issued
by KLSE. This is limited to a
company which has an
inadequate
level
of
operations
arising
from
operational problems, as
opposed to a company which
has an inadequate level of
operations purely arising
from disposal of its assets
resulting in the company
becoming a cash company;
(c) A listed company under the
purview
of
Danaharta
Nasional
Berhad
(Danaharta).
The
submission for the corporate
proposal
must
include
certification from Danaharta
that the corporate proposal
is a proposal promoted and
sponsored by Danaharta;
B-53
to the applicant company)
Paragraph

(to comment whether
D.

companies (DLCs) (contd)
(d) A
listed company under
section 176 of the Companies
Act 1965, to the extent that it
is
insolvent
(subject
to
confirmation to the SC by an
independent firm of chartered
accountants) or a restraining
order has been granted; or
(e) A listed company which is
classified as a rescue case,
i.e. (i) the listed company has
suffered losses in the past
two full financial years, and
is expected to incur further
losses, while its paid-up
capital has been reduced
by more than 50% as
represented
by
its
shareholders funds; or
(ii) the listed company has
been/is facing financial
problems which could have
an impending effect on its
viability
as
a
going
concern. In this regard, a
report
from
an
independent
firm
of
chartered accountants that
expresses an opinion to
that effect should be
submitted.
B-54
Paragraph

(to comment whether
D.

13.02
All proposals by DLCs should

comply
with
the
following
principles:
(a) The proposal should be
sufficiently comprehensive and
capable
of
resolving
all
financial
problems
faced
(subject to paragraph 13.08);
and
(b) The
proposal
must
demonstrate
that
it
will
increase shareholder value.
13.03
The
proforma
NTA-per-share
position of the DLC immediately on
implementation of its corporate
proposal should be positive and be
at least 33% of the par value of its
ordinary
shares
(subject
to
paragraph 13.08).
3 of GN13
In computing the NTA-per-share

position, (a) the current year forecast profit
can be incorporated into the
computation of the proforma
NTA;
(b) the revaluation of assets, if
any, can be incorporated into
the
computation
of
the
proforma NTA; and
B-55
Paragraph

(to comment whether
D.

(c) for cases
involving the
issuance
of
convertible
securities, the convertible
securities can be incorporated
into the computation of the
proforma NTA based on the
assumption that they are
already converted, provided
that there must be a firm
undertaking to convert the
convertible securities into
ordinary shares within 3 years
of issuance.
5.05(c)(iii)
For the purpose of compliance

with paragraph 13.03,
the valuation of assets

approved by the SC must be
adopted as the figure to be
used in the computation of
the proforma NTA position;
and
where
a
second-opinion
valuation is obtained, the
issuer will be required to
adopt the lower of the 2
valuation amounts as the
figure to be used in the
NTA position.
B-56
Paragraph

(to comment whether
D.

Injection of assets into DLCs
13.04
Paragraphs 13.05 to 13.07 below

apply to the injection of assets
into all DLCs which is (a) financed
by the
direct
issuance of securities as
consideration to the vendors
of those assets; or
(b) financed indirectly through
proceeds from the issuance of
securities,
and would result in a significant
change in business direction of the
DLC according to paragraph 12.05
of Chapter 12.
13.05
The assets to be injected must

have at least 1 year of after-tax
profit based on the latest audited
accounts, or 1 year revenue which
is verified by an independent firm
of chartered accountants (in the
case of assets which are not
companies), where applicable.
B-57
Paragraph

(to comment whether
D.

Injection of property development

or construction assets
13.06
For
injection
of
property
development or construction assets
which results in significant change
in business direction, the assets to
be injected must have a minimum
aggregate after-tax profit of RM30
million computed over a period of
not more than 5 years prior to the
13.07
Where
the
propertydevelopment/construction
asset
cannot meet the RM30 million
aggregate
after-tax
profit
benchmark, the asset could still be
considered for injection, provided
that (a) the asset has at least an
aggregate after-tax profit of
RM21 million computed over a
period of not more than past 5
years prior to the submission to
the SC; and
(b) the asset has enough on-going
projects and/or contracts-inhand (where sales and/or
contracts are secured from nonrelated parties) to meet the
balance of the requisite RM30
million after-tax profit in the
current or next financial year
after the injection.
B-58
Paragraph

(to comment whether
D.

Interim corporate proposals
13.08
E.
Where a DLC intends to undertake

interim corporate proposals such as
rights issues or placements which
will not fulfil the requirements of
paragraphs 13.02(a) and 13.03
above, the DLC must declare to the
SC the interim status of the
proposal. In such cases, the SC
may approve the interim proposal
subject to the condition that the
DLC submits a comprehensive
proposal which will fulfil the
requirements
of
paragraphs
13.02(a) and 13.03 within a certain
time-frame.
DLCs may only
undertake
one
such
interim
proposal.
Other requirement
Transfer
of
listing
between companies
15.04
status
Transfer and granting of listing

status to a new listing vehicle, in the
event of a take-over of a listed
company, could be allowed provided
that the shares of the existing listed
company are exchanged, in so far
as possible, for shares in the new
listing vehicle.
B-59
APPENDIX IX
In tabular form, to show the effects before and after the proposal, on the
following:
(i)
Share capital (to show effect for each transaction)
(ii)
(iii)
(iv)
Shareholding structure (to provide breakdown by Bumiputera, other

Malaysians and foreign shareholdings)
(v)
Net tangible assets (to shown effect for each transaction)
(vi)
Pre-tax and after-tax profits and earnings per share
(vii)
Cashflows
(viii)
B-60
APENDIX X
The application for the merger/acquisition should be accompanied by the
following information/documents:
(i)
Audited accounts of the applicant company for the past 3 financial years
(ii)
Audited accounts of the acquiree companies for the past 5 financial years
(iii)
Latest management accounts of the applicant company
(iv)
Latest management accounts of the acquiree companies
(v)
Proforma balance sheets after incorporating the effects of the proposal and
letter from the reporting accountants thereon
(vi)
Declaration by



Issues Guidelines
(vii)
(viii)

Act 1965)
(ix)

(x)
Where the proposal involves a property (land and building), the certified
document of title of the property, together with a declaration from the
applicant company that all relevant approvals from the authorities who
have jurisdiction over matters relating to the use of the property have been
obtained
B-61
(xi)
Where the proposal involves the development of landed property,

approval/approvals-in-principle from the relevant authorities for the
development
(xii)
Any other supporting documents (e.g. copies of licences, concessions and

permits from relevant authorities)
(xiii)
Where the acquiree asset/business/interest involves an infrastructure

project, to provide the following additional documents:
(xiv)
(xv)
(xvi)
Independent feasibility report on the infrastructure project
Major agreements underlying the business (e.g. power/assets

purchase and other offtake agreements)
Supplier agreements
Where the proposal involves an acquisition of substantial foreign assets, to

provide the following additional documents:
Experts report pertaining to the policies on foreign investments and

repatriation of profits of the host country
Legal opinion on the ownership/title of the foreign assets,

enforceability of agreements, representations and undertakings by
foreign counter-parties under the relevant laws of domicile, and
other relevant legal matters
Where the applicant company is a distressed listed company or where the

proposal results in a significant change in business direction or where the
proposal involves a substantial acquisition of foreign assets, to provide
letters from the reporting accountants on

the Issues Guidelines; and

16.05(2) of the Issues Guidelines.

(xvii) Announcements relating to the proposal
B-62
(xviii) Details of expenses relating to the proposal

(xix)
Tentative time-table for the implementation of the proposal
B-63
APPENDIX XI
(i)
Profit forecast (to be reviewed by and supported with a letter

The following information in respect of profit forecast should be submitted
for the applicant company on a consolidated basis, before and after the
proposal, and separately for each acquiree asset/business/interest:
(a)
Tabulation of the forecast performance indicators for 1 financial

year (if the date of submission is within the first 9 months of the
current financial year) or 2 financial years (if the date of
submission is within the last 3 months of the current financial year),
as follows:
Turnover
Gross profit
Net EPS
Gross margin
(b)
(c)

and %) by
activity;
product;
division;

analysis and/or discussion of -
B-64

performance;

the reasonableness and achievability of the forecast profit

achievement of the forecast profit. The bases and
assumptions used should be specific rather than general.);


exceptional
performance
in
(d)

(e)
Worksheets to support the profit forecast.

Notes:
1.
For acquisition of property-development and/or

construction
assets/businesses/interests,
profit
projections for 4 financial years after the forecast
financial year should be submitted for the applicant
company on a consolidated basis, before and after the
proposal, and separately for each acquiree
asset/business/interest. The information in respect
of the profit projections should be in accordance with
paragraphs (i)(a) to (e) above.
2.
For acquisition of an asset/business/interest which is

considered as an infrastructure project, profit forecast
and projections for the infrastructure project should
be submitted for all the financial years of the
concession/licence period of the project.
The
information in respect of the profit forecast and
B-65
projections should be in accordance with paragraphs

(i)(a) to (e) above, where applicable.
3.
(ii)
Where the applicant company is a distressed listed

company, profit forecast and projections should be
submitted for such period of time until the company is
projected to turn around. The information in respect
of the profit forecast and projections should be in
accordance with paragraphs (i)(a) to (e) above.
Cashflow forecast (to be reviewed by and supported with a letter

The following information in respect of cashflow forecast should be
submitted for the applicant company on a consolidated basis, before and
after the proposal:
(a)
Tabulation of the forecast cashflow for 1 financial year (if the date
of submission is within the first 9 months of the current financial
year) or 2 financial years (if the date of submission is within the
last 3 months of the current financial year).
(b)

analysis and discussion of -
(c)
the reasonableness and achievability of the forecast cashflow

achievement of the forecast cashflow. The bases and
assumptions used should be specific rather than general);

Worksheets to support the cashflow forecast.
B-66
Notes:
1.
For
acquisition
of
substantial
foreign
asset/business/interest, cashflow projections for 3
financial years after the forecast financial year should
be submitted for the applicant company on a
consolidated basis, before and after the proposal. The
information in respect of the cashflow projections
should be in accordance with paragraphs (ii)(a) to (c)
above.
2.
For acquisition of an asset/business/interest which is

considered as an infrastructure project, cashflow
forecast and projections for the infrastructure project
should be submitted for all the financial years of the
concession/licence period of the project.
The
information in respect of the cashflow forecast and
projections should be in accordance with paragraphs
(ii)(a) to (c) above.
3.
Where the applicant company is a distressed listed

company, cashflow forecast and projections should be
submitted for such period of time until the company is
projected to turn around. The information in respect
of the cashflow forecast and projections should be in
accordance with paragraphs (ii)(a) to (c) above.
B-67
C.
FORMAT AND CONTENT OF APPLICATION FOR FUND RAISING
1.
Cover Letter
(i)
Particulars of the fund-raising proposal and approval sought. Such

particulars should also include the following:
(a)
(b)
For rights issue of securities:
Pricing methodology and justification thereof
Minimum level of subscription (if applicable)
Undertaking/underwriting arrangement
For placement of securities:
Categories of placees, i.e. whether they are public

investors, Bumiputera investors for purposes of
meeting
the
requirements
of
the
National
Development Policy (NDP)/National Vision Policy
(NVP), directors/substantial shareholders of the
applicant company, etc
Where the placement of securities is for the purpose of

meeting the requirements of the NDP/NVP, details of
the condition imposed by the relevant authority for the
applicant company to comply with such requirements
Where the placees have been identified, particulars of

the placees and the amount of securities to be
allocated to them
C-1

(c)
Where the identified placees are nominee companies,

the names of the ultimate beneficiaries
For issuance of convertible securities and/or warrants:
Salient terms of the convertible securities and/or

warrants
Basis of determining the conversion/exercise price of

the convertible securities/warrants
(ii)
Where the fund-raising proposal is submitted by a distressed listed

company as an interim proposal before the submission of a
comprehensive proposal to resolve its financial problems,
declaration by the company of the interim status of the fund-raising
proposal.
(iii)
Rationale and benefits of the proposal.
(iv)
(v)

(vi)

waiver/exemption
sought
for
such
departure.
Where
waivers/exemption.
(vii)
For related-party transaction under paragraph 10.01 of the Issues

Guidelines, details regarding the nature of interest of the related
parties including the direct and indirect shareholdings of the related
parties in the applicant company.
(viii)
Where the proceeds from the fund-raising proposal are to be utilised

for the acquisition of assets/businesses/interest,
confirmation on compliance with the relevant laws,

regulations, rules and requirements governing such acquiree
assets/businesses/interests; and
previous proposals which have been submitted to the SC, if

any, in relation to acquiree assets/businesses/interests.
C-2
(ix)

(x)

2.
(i)
(ii)
Appendix I

Company
Appendix II
Historical Financial Information On The

Applicant Company
Appendix III
Appendix IV
Utilisation Of Proceeds
Appendix V
Appendix VI
Where the applicant company is a distressed listed company and the fundraising proposal submitted is not an interim proposal, the following
Appendix VII
C-3
APPENDIX I
company:
(i)
(ii)
(iii)
Date of listing
(iv)
(v)
Share capital
authorized
issued and paid-up
(vi)

(vii)
Name


(viii)

company
(ix)

follows:
C-4
(x)
Name
Address
Designation

Name
(xi)

(xii)
Disclosure of whether or not the submission of tax returns and settlement

of tax liabilities of the applicant company with the Inland Revenue Board
are up-to-date.
C-5
APPENDIX II
applicant company:
(i)

years:
Paid-up capital
Shareholders funds
NTA per share
Turnover
Net EPS
Current ratio
(ii)
(iii)

discussion of



under review

C-6
APPENDIX III
Paragraph

(to comment whether
5.05(a)
Public companies should price their
principles and at a level which is in
the best interests of the company and
should take into account the interests
of minority shareholders.
5.05(b)
Where the proceeds raised from

the issuance of securities will be
used to finance
- acquisitions resulting in a
significant change in business
direction;
- acquisitions
of
substantial
foreign assets; and/or
- acquisitions of assets from
related parties,
or where the proceeds are raised
from
securities
issued
by
distressed listed companies, the
applicant must also comply with
the requirements governing those
transactions, where applicable.
The proceeds raised from the

issuance of securities are used for
the benefit of the company.
C-7
Paragraph

(to comment whether
Placement of securities
8.03
Placements of securities must be done

through a placement agent (i.e. a
merchant bank or a stockbroking
company), except where
(a) the securities are to be issued to
the directors or substantial
shareholders of the issuing
company; or
(b) the securities are to be issued to
Bumiputera
investors
for
purposes
of
meeting
the
requirements of the NDP/NVP.
8.04
Placement of securities should be

made to persons other than parties
connected to the placement agent.
8.05
If securities are placed with nominee

companies, the names of the ultimate
beneficiaries must be disclosed.
8.06 and
10.02
Placement of securities to related

parties must be priced at least at 5day weighted average market price of
the shares of the company prior to
the price fixing date after SCs
approval (unless exempted under
paragraphs 10.04 and 10.05).
8.06 and
10.03
For placement of warrants/convertible

securities to related parties, the
exercise/conversion price must be set
at least at 5-day weighted average
market price of the shares of the
company prior to the price-fixing date
after SCs approval (unless exempted
under paragraphs 10.04 and 10.05).
C-8
Paragraph

(to comment whether
8.07
On implementation of the placement

exercise, the principal adviser or
placement agent, where applicable,
must submit a final list of the placees
and a confirmation to the SC that the
placement complies with paragraphs
8.03 to 8.06 above.
Back-to-back placements
8.08
Back-to-back placements involving
an existing shareholder selling

down existing shares of the issuer
to a placement agent for
subsequent placement to placees;
and
an issuer issuing new shares to
the said existing shareholder to
replace the shares sold earlier to
the placement agent,
may be undertaken by an issuer listed

on the Main Board of KLSE subject to
fulfilment of the following conditions:
(a) The issuer has an average daily
market capitalisation of at least
RM1 billion in the 3 months
ending on the last business day
of
the
calendar
month
immediately preceding the date
of the placement;
(b) The
issuer
meets
the
shareholding spread requirements
under the Listing Requirements of
KLSE; and
C-9
Paragraph

(to comment whether
(c) The existing shareholder involved

in the back-to-back placement
arrangement is to give a
declaration to the SC that
he/she/it would not derive any
financial benefits from such an
arrangement, whether directly or
indirectly.
8.09
The back-to-back placement exercise

must also comply with paragraphs
8.03 to 8.07 above.
3 of GN8
Where the cumulative size of the

placement for a rolling period of 12
months is less than or equal to 10%
of the companys issued and paid-up
capital immediately prior to the
placement, the applicant should
submit a declaration of compliance
with the requirements in paragraphs
8.08(a) (c) of Chapter 8 to the SC
prior to the existing shareholder
selling down the existing shares to the
placement agent.
Rights issue of securities
8.10
Underwriting arrangements must be

in place before the offering of
securities is made to existing
shareholders, other than those
securities
for
which
certain
shareholders have given written
irrevocable undertakings to subscribe.
8.11
The minimum level of subscription

should be determined by the issuer,
based on factors such as the funding
objectives of the issuer.
C-10
Paragraph

(to comment whether
8.12
Shareholders who wish to irrevocably

undertake to subscribe to the
securities offered under the rights
issue must
(a) confirm to the SC that they have
sufficient resources to take up
the securities. The confirmation
must be verified by an acceptable
independent party, preferably the
principal adviser making the
application to the SC; and
(b) observe and comply with the
Malaysian Code on Take-overs
and Mergers 1998, if applicable.
8.13
The minimum level of subscription

and the basis for determining the
minimum level of subscription must
be disclosed in
(a) the submission to the SC;
(b) the circular to shareholders; and
(c) the abridged prospectus issued in
conjunction with the rights issue.
8.14
Where underwriting is arranged, the

principal
adviser
making
the
application to the SC must be part of
the syndicate of underwriters. The full
list of underwriters, together with
their respective commitments, must
be submitted to the SC for its records.
2 of GN8
Listed companies undertaking a 2-call

rights issue are allowed to
(a) use the entire balance of their
retained profits or share premium
account for the second-call
capitalisation; and
C-11
Paragraph

(to comment whether
(b) capitalise
their
revaluation
reserves for the purpose of the
second call, subject to the
company retaining 20% of the
new valuation amount if the
revaluation surplus arose from
the revaluation of land and
buildings.
Issuance of warrants
9.02

from all outstanding warrants in the
event of exercise must not exceed
50% of the issued and paid-up capital
of the company (before the exercise
of the warrants) at all times.
9.03

including the amount of step-up/stepdown and the time-frames involved,
should be determined and disclosed
upfront in the deed poll and the
pricing mechanisms must be set on a
fixed basis, i.e. in absolute amounts
and must not be made conditional
upon the occurrence of certain
events.
9.04
Warrant deed polls must not include

any provisions for
C-12
Paragraph

(to comment whether

received for the exercise of each
warrant and changes to the
pricing mechanism for the
except where these changes are
adjustments
pursuant
to
capitalisation issues, rights issue,
consolidation or sub-division of
shares
or
capital-reduction
exercises.
9.05

of
warrants
must
be
clearly
the warrant deed poll and the
documents.
9.06

warrants cannot be changed in midstream.
Issuance of convertible securities
9.07

RM0.10.
9.08

conversion price must be clearly
the
trust
deed
and
the
prospectus/circular/ any other offer
pricing mechanisms must comply with
the following:
C-13
Paragraph

(to comment whether

(which must be stated in absolute
terms) and time-frames for the
be determined upfront. The stepup/step-down mechanism must
be set on a fixed basis, i.e. must
not be made conditional upon the
occurrence of certain events; and
(b) For non-listed convertibles The
conditions governing the stepup/step-down pricing mechanism
and
time-frames
for
the
be determined upfront.
9.09
Provisions for changes to the coupon

rate of the convertibles may be
incorporated for both listed and nonlisted convertibles, as long as the
mechanisms are determined and
disclosed upfront in the trust deed
and the prospectus/circular/any other
offer
documents.
For
traded
convertibles, the changes to the
coupon rate must be stated in
absolute terms.
9.10
Trust deeds for convertible securities

must not include any provisions for
C-14
Paragraph

(to comment whether

received for the conversion of
each convertible and changes to
the pricing mechanism for the
conversion
price
of
the
convertibles, except where these
changes
are
adjustments
pursuant to capitalisation issues,
rights issue, consolidation or subdivision of shares or capitalreduction exercises.
9.11

of convertibles must be clearly
the
trust
deed
and
documents.
9.12

mid-stream.
Issuance of preference shares
9.13
The minimum par value is RM0.10.
C-15
Paragraph

(to comment whether
Proposals by distressed
companies (DLCs)
13.01
listed
DLCs are defined as the following:

classified as an affected listed
issuer under Practice Note
4/2001 issued by KLSE;
inadequate level of operations as
defined in Practice Note 10/2001
issued by KLSE. This is limited to
a company which has an
inadequate level of operations
arising
from
operational
problems, as opposed to a
company
which
has
an
purely arising from disposal of its
assets resulting in the company
becoming a cash company;
(c) A listed company
under the
purview of Danaharta Nasional
Berhad
(Danaharta).
The
proposal
must
include
certification from Danaharta that
the corporate proposal is a
proposal
promoted
and
(d) A
listed company
under
section 176 of the Companies Act
1965, to the extent that it is
insolvent (subject to confirmation
to the SC by an independent firm
of chartered accountants) or a
restraining order has been
granted; or
C-16
(To
specify
applicable to
company)
the
the
category
applicant
Paragraph

(to comment whether
(e) A
listed company which
is
classified as a rescue case, i.e. (i) the listed company has
two full financial years, and is
expected to incur further
capital has been reduced by
more
than
50%
as
represented
by
its
(ii) the listed company
has
been/is
facing
financial
problems which could have an
impending effect on its
viability as a going concern.
In this regard, a report from
an independent firm of
expresses an opinion to that
effect should be submitted.
13.02
All proposals by DLCs should comply

with the following principles:
(a) The
proposal
should
be
capable of resolving all financial
problems faced (subject to
paragraph 13.08); and
(b) The proposal must demonstrate
that it will increase shareholder
value.
C-17
Paragraph

(to comment whether

13.03
The proforma NTA-per-share position

of
the
DLC
immediately
on
proposal should be positive and be at
least 33% of the par value of its
ordinary shares (subject to paragraph
13.08).
3 of GN13
In computing
position, -
the
NTA-per-share
(a) the current year forecast profit

NTA;
(b) the revaluation of assets, if any,
NTA; and
(c) for cases involving the issuance
of convertible securities, the
convertible securities can be
incorporated into the computation
of the proforma NTA based on
the assumption that they are
already converted, provided that
there must be a firm undertaking
to
convert
the
convertible
securities into ordinary shares
within 3 years of issuance.
C-18
Paragraph

(to comment whether
5.05(c) (iii)
For the purpose of compliance with

paragraph 13.03,
the valuation of assets approved

by the SC must be adopted as the
figure to be used in the
computation of the proforma NTA
position; and
where a second-opinion valuation

is obtained, the issuer will be
required to adopt the lower of the
2 valuation amounts as the figure
to be used in the computation of
the proforma NTA position.

13.08

rights issues or placements which will
not fulfil the requirements of
SC the interim status of the proposal.
In such cases, the SC may approve
the interim proposal subject to the
condition that the DLC submits a
comprehensive proposal which will
fulfil the requirements of paragraphs
time-frame. DLCs may only undertake
one such interim proposal.
C-19
APPENDIX IV
The following information should be submitted in relation to utilisation of
proceeds from the fund-raising proposal:
(i)
Tabulation of the purposes of utilisation and the amount allocated for each
purpose
(ii)
Brief description of each purpose of utilisation
(iii)
Where
the
proceeds
are
utilised
for
acquisition
of
assets/businesses/interests, the relevant information on the acquisition as
required under Appendices II, III, V, VI, VII, VIII, IX and X of the Format
And Content Of Application For Merger And Acquisition should be
submitted.
C-20
APPENDIX V
following:
(i)
(ii)
(iii)
(iv)

(v)
Net tangible assets (to show effect for each transaction)
(vi)
Pre-tax and after-tax profits and earnings per share (where applicable)
(vii)
Cashflows (where applicable)
(viii)
C-21
APENDIX VI
The application for the fund raising should be accompanied by the following
information/documents:
(i)
(ii)
(iii)
Where the applicant company is a distressed listed company, proforma

balance sheets after incorporating the effects of the proposal and letter
from the reporting accountants thereon
(iv)
Declaration by



Issues Guidelines
(v)

Act 1965)
(vi)
Where the applicant company is a distressed listed company and the fundraising proposal submitted is not an interim proposal, letters from the
reporting accountants on


(vii)

(viii)
Announcements relating to the proposal
(ix)
Details of expenses relating to the proposal
C-22
(x)
Note:
Where the proceeds from the fund-raising proposal are to be utilised for
acquisition of assets/businesses/interests, the relevant supporting
information/documents as required under Appendix X of the Format
submitted.
C-23
APPENDIX VII
(i)
Profit forecast and projections (for such period of time until the
applicant company which is a distressed listed company is
projected to turn around)
The following information in respect of profit forecast and projections
should be submitted for the applicant company on a consolidated basis,
before and after the proposal:
(a)
Tabulation of the forecast/projected performance indicators, as

follows:
Turnover
Gross profit
Net EPS
Gross margin
(b)
(c)

and %) by
activity;
product;
division;


performance;
C-24
exceptional
(ii)

the reasonableness and achievability of the forecast and

projected profits vis--vis past trends and the bases and
assumptions used. (Such bases and assumptions should draw
attention to those uncertain factors which could materially
affect the achievement of the forecast/projected profits. The
bases and assumptions used should be specific rather than
general.);


performance
in
(d)

(e)
Worksheets to support the profit forecast and projections.
Cashflow forecast and projections (for such period of time until

the applicant company which is a distressed listed company is
The following information in respect of cashflow forecast and projections
(a)
Tabulation of the forecast and projected cashflows.
(b)

analysis and discussion of

projected cashflows vis--vis past trends and the bases and
affect the achievement of the forecast/projected cashflows.
C-25
The bases and assumptions used should be specific rather

than general);
(c)

Worksheets to support the cashflow forecast and projections.
C-26
D.
FORMAT AND CONTENT OF APPLICATION FOR TRANSFER TO

MAIN BOARD
1.
Cover Letter
(i)
Particulars of the proposal for transfer from the Second Board to the
Main Board of Kuala Lumpur Stock Exchange and approval sought.
(ii)
(iii)
(iv)

and status of compliance (if applicable).
(v)

waiver/exemption
sought
for
such
departure.
Where
waiver/exemption.
(vi)

(vii)
Declaration of conflict of interest, if any, by advisers in relation to

the application. If a conflict of interest exists, to provide full
disclosure of the nature of the conflict and the steps taken to
D-1
2.
Appendix I

Company
Appendix II
Historical Financial Information On The

Applicant Company
Appendix III
Appendix IV
Appendix V
D-2
APPENDIX I
company:
(i)
(ii)
(iii)
Date of listing
(iv)
(v)
Share capital
authorized
issued and paid-up
(vi)

(vii)
Name


(viii)

company
(ix)

follows:
D-3
(x)
Name
Address
Designation

Name
(xi)

(xii)

are up-to-date.
D-4
APPENDIX II
applicant company:
(i)

years:
Paid-up capital
Shareholders funds
NTA per share
Turnover
Net EPS
Current ratio
(ii)
(iii)

discussion of



under review

D-5
APPENDIX III
Compliance with Guidelines
Paragraph

(to comment whether
15.01
A company listed on the Second

Board that wishes to transfer its
listing to the Main Board must comply
with the following:
(a) Listed for at least 1 year;
(b) Have met its forecast profit as
disclosed in the prospectus, if the
company is seeking transfer after
being listed for less than 2 years;
(c) Meet the requirements of listing
on the Main Board with respect to
issued and paid-up capital;
(d) Meet the historical profit track
record requirement for listing on
the Main Board with respect to (i) minimum aggregate after-tax
profit requirement;
(ii) uninterrupted profit track
record requirement [unless
exempted under paragraph
15.01(e)]; and
(iii) minimum after-tax profit for
the latest financial year
requirement.
D-6
Paragraph
15.02
A Second Board company which has

undertaken acquisitions of assets
resulting in a significant change in
business direction within 5 years prior
to the proposed transfer exercise can
only transfer to the Main Board upon (a) the new injected assets meeting
the historical profit track record
requirement of the Main Board;
or
(b) the
original
core
business
meeting the historical profit track
record requirement of the Main
Board.
15.03
The historical profit track record

requirement should be based on the
latest
available
annual
audited
financial results at the point of
submission.
Lifting of moratorium
2 of GN15
Affected shareholders of Second

Board companies may apply for a
lifting of the moratorium imposed on
the disposal of their shares (if
applicable) as part of the transfer
exercise, if the company has fully
served out all profit forecast and, if
applicable, projection years.
3 of GN15
Second Board companies involved in

property development or construction
are not eligible for the lifting of the
moratorium when transferring to the
Main Board.
D-7
(to comment whether

APPENDIX IV
following (where applicable):
(i)
Share capital
(ii)
(iii)
(iv)

(v)
Net tangible assets
D-8
APENDIX V
The application for the transfer to the Main Board should be accompanied by the
following information/documents:
(i)
(ii)
(iii)
Declaration by



Issues Guidelines
(iv)

(v)
(vi)
(vii)
D-9
E.
FORMAT AND CONTENT OF APPLICATION FOR DISPOSAL OF

ASSET/BUSINESS/INTEREST THAT RESULTS IN A SIGNIFICANT
CHANGE IN BUSINESS DIRECTION
1.
Cover Letter
(i)
Particulars of the disposal proposal and approval sought.
(ii)
Where the disposal proposal is submitted by a distressed listed

company as an interim proposal before the submission of a
comprehensive proposal to resolve its financial problems,
declaration by the company of the interim status of the disposal
proposal.
(iii)
(iv)
Future plans of the applicant company to acquire a new core

business and the expected time-frame to realise such plans (if
available).
(v)
(vi)

(vii)

waiver/exemption
sought
for
such
departure.
Where
waiver/exemption.
(viii)
For related-party transaction, details regarding the nature of interest

of the related parties including the direct and indirect shareholdings
of the related parties in the applicant company.
E-1
(ix)
Where the proceeds from the disposal proposal are to be utilised for
the acquisition of assets/businesses/interests,
confirmation on compliance with the relevant laws,

regulations, rules and requirements governing such acquiree
assets/businesses/interests; and
previous proposals which have been submitted to the SC, if

any, in relation to acquiree assets/businesses/interests.
(x)

relation to the assets/businesses/interests to be disposed of.
(xi)

(xii)

2.
(i)

Appendix I

Company
Appendix II
Background Information On The Acquiree

Assets/Businesses/Interests To Be Disposed Of
Appendix III
Background Information On The Purchasers Of

The
Assets/Businesses/Interests
To
Be
Disposed Of
Appendix IV
Applicant Company
Appendix V
Valuation Methodology
Appendix VI
Appendix VII
Utilisation of Proceeds
Appendix VIII
E-2
Information
On
The
Appendix IX
(ii)
Where the applicant company is a distressed listed company and the

disposal proposal submitted is not an interim proposal, the following
Appendix X
E-3
APPENDIX I
company:
(i)
(ii)
(iii)
Date of listing
(iv)
(v)
Share capital
authorized
issued and paid-up
(vi)

(vii)
Name


(viii)

company
(ix)

follows:
E-4
(x)
Name
Address
Designation

Name
(xi)

(xii)

are up-to-date.
E-5
APPENDIX II
Background Information On The Assets/Businesses/Interests To Be
Disposed Of
(i)
For company
Where the asset/business/interest to be disposed of is a company, the
following information should be submitted:
(a)
Name and registration number of company (and previous changes

of name)
(b)
Date of incorporation and conversion to public company (if

applicable)
(c)
(d)
(e)
Description and history of business
(f)
(g)

(h)
Name
down
by
(i)
Particulars of when and how the applicant company acquired

interest in the company to be disposed of
(j)

company
(k)
Particulars of present directors, as follows:
Name and nationality
Designation
E-6

(l)
(ii)
Name
Effective equity interest and date of acquisition of such

interest
Description and history of business
(m)
Tabulation of the financial results of the company for the past 3

financial years
(n)
Particulars of licences, permits and concessions relating to the

business of the company, as follows:
Issuing authority
Nature of licences, permits and concessions
Equity and
compliance
other
conditions
imposed
and
status
of
(o)
Details of material litigations involving the company to be disposed

of which may create contingent liabilities for or otherwise affect the
applicant company following the disposal
(p)
Details of material contracts, commitments and contingent liabilities

incurred or known to be incurred by the company to be disposed of
which may continue to affect the applicant company following the
disposal
For asset/business
For disposal of asset/business, the following information should be
submitted:
E-7
(a)
(b)
Details of asset/business, including but not limited to the following

(where applicable):
Nature, description and history
Location
Title
Registered/beneficial owner
Age
Stage of completion
Build-up area
Land area
Existing use
Tenure/expiry date
Cost and date of acquisition
Particulars of licences/permits/approvals for the asset/business, as

follows:
Issuing authority
Nature of licences/permits/approvals
Conditions imposed and status of compliance
(c)
Details of material litigations involving the asset/business, which

may create contingent liabilities for or otherwise affect the applicant
company following the disposal
(d)
Details of material contracts, commitments and contingent liabilities

relating to the asset/business which may continue to affect the
applicant company following the disposal
E-8
(iii)
Additional background information

(a)
(b)
(c)
For disposal of a company involved in property development or for

disposal of property development asset/project, details of the
development asset/project including, but not limited to, the
following:
Description, including size, types and phases of development
Current status
For disposal of a company involved in construction, details of the

secured contracts including, but not limited to, the following:
Description of nature of contract
Contract value and period
Dates of award, commencement and expected completion
Name of party awarding the contract
For disposal of a company involved in infrastructure project or for

disposal of infrastructure project asset/business, details of the
infrastructure project/business.
E-9
APPENDIX III
Background
Information
On
The
Purchasers
Assets/Businesses/Interests To Be Disposed Of
(i)
Of
The
For purchaser which is a company

Where the purchaser is a company, the following information should be
submitted:
(a)
Name and registration number of company
(b)
(c)
(d)
(e)
(f)
(g)
(ii)
Name
Particulars of directors, as follows:
Name
Nationality
Designation
For purchaser who is an individual

Where the purchaser is an individual, the following information should be
submitted:
(a)
E-10
(b)
Age
(c)
Nationality
(d)
Address
(e)
Occupation
E-11
APPENDIX IV
applicant company:
(i)

years:
Paid-up capital
Shareholders funds
NTA per share
Turnover
Net EPS
Current ratio
(ii)
(iii)

discussion of



under review

E-12
APPENDIX V
Valuation Methodology
(i)
Valuation of assets/businesses/interests to be disposed of

The following information should be submitted in relation to the valuation
of each asset/business/interest to be disposed of:
(ii)
(a)
Current carrying cost/net book value of the asset/business/interest
(b)
Basis/method
consideration
(c)
Justification and substantiation for the valuation and disposal

consideration
(d)
Particulars of all liabilities to be assumed by the applicant company
(e)
Salient term and conditions of the transaction/sale and purchase

agreement
of
valuation
and
determination
of
disposal
Settlement of disposal consideration

The following information should be submitted in relation to the settlement
of disposal consideration:
(a)
Mode of settlement of disposal consideration
(b)
Where the disposal consideration is to be satisfied by full or partial

issuance of securities in the purchaser (where the purchaser is a
company):
Basis of valuation/pricing of securities
Justification and substantiation for the valuation/pricing of

securities
Note:
Where the disposal consideration is satisfied by full or partial
issuance of securities in the purchaser, which effectively results in
the acquisition of equity interest in the purchaser by the applicant
company, the relevant information on the acquisition as required
under Appendices II, III, V, VI, VII, VIII, IX and X of the Format
submitted.
E-13
APPENDIX VI
Compliance with Guidelines
(To be prepared for each disposal)
Paragraph

(to comment whether requirement
is met, not met or not applicable
and to provide detailed
illustration/explanation/
justification)
5.05(b)
The utilisation of proceeds raised

from the disposal of assets
resulting in a significant change in
business direction will be subject to
the prior approval of the SC.
Requirements for submission
of valuation reports
5.06
Valuation reports have

been
5.07
Such valuation must be carried out

by registered valuers or experts.
5.08
For
all
corporate
proposals
involving
other
assets,
the
company should submit a basis of
valuation and determination of
purchase/sale consideration for
these other assets. Expert reports
on the valuation should be
submitted where available (unless
exempted under paragraph 10.09).
5.09

company.
E-14
Paragraph
5.11
For proposals under paragraph

5.08 above where expert reports
on the valuation are available, such
expert reports should be dated not
more than 1 year before the date
of the submission to the SC.

justification)
Criteria
which
apply
to
disposals
resulting
in
a
direction
12.05
A significant change in business

direction is a situation where the
listed company disposes of existing
assets such that
(i) the percentage ratio is 100%
or more based on the
computations in any of the
ratios described in paragraph
12.04; or
(ii) in the case of a listed
with negative net
assets, the disposal
than RM1 million in
transaction.
12.06
company
tangible
is more
size per
The following transactions that are

entered into during the 12 months
prior to the date of the latest
transaction are to be aggregated
with the latest transaction for the
purpose of computing the above
percentage ratios:
(a) Transactions are entered into
by a listed company with the
same party or with parties
connected with one another;
(b) Transactions
involve
disposal of assets in
particular company; or
the
one
E-15
(To
be
supported
by
the
computation of the respective ratios
in
paragraph
12.04,
where
applicable)
Paragraph

justification)
(c) Transactions together lead to

substantial involvement in a
business activity which did not
previously form a part of the
companys core business(es).
12.11
Listed companies which undertake

disposals of assets resulting in a
direction must comply with the
following:
(a) The disposal must be done on
terms and conditions which are
fair to the divesting listed
company; and
(b) The
proceeds
from
the
disposal must be used for the
benefit of the company.
companies (DLCs)
13.01
DLCs are defined as the following:

classified as an affected listed
issuer under Practice Note
4/2001 issued by KLSE;
E-16
(To specify the category applicable

to the applicant company)
Paragraph

as defined in Practice Note
10/2001 issued by KLSE. This
is limited to a company which
operations
arising
from
operational
problems,
as
opposed to a company which
operations purely arising from
disposal of its assets resulting
in the company becoming a
cash company;
(c) A listed company under the
purview of Danaharta Nasional
Berhad (Danaharta).
The
proposal
must
include
certification from Danaharta
that the corporate proposal is
a proposal promoted and
(d) A
listed company under
section 176 of the Companies
Act 1965, to the extent that it
is
insolvent
(subject
to
confirmation to the SC by an
independent firm of chartered
accountants) or a restraining
order has been granted; or
(e) A listed company which is
classified as a rescue case,
i.e. -
E-17

justification)
Paragraph
(i) the listed company has

two full financial years, and
is expected to incur further
capital has been reduced
by more than 50% as
represented
by
its
(ii) the listed company has
been/is facing financial
problems which could have
an impending effect on its
viability
as
a
going
concern. In this regard, a
report
from
an
independent
firm
of
expresses an opinion to
that effect should be
submitted.
13.02
All proposals by DLCs should

comply
with
the
following
principles:
(a) The proposal should be
capable
of
resolving
all
financial
problems
faced
(subject to paragraph 13.08);
and
(b) The
proposal
must
demonstrate
that
it
will
increase shareholder value.
E-18

justification)
Paragraph

justification)

13.03
The
proforma
NTA-per-share
position of the DLC immediately on
proposal should be positive and be
at least 33% of the par value of its
ordinary
shares
(subject
to
paragraph 13.08).
3 of GN13
In computing the NTA-per-share

position, (a) the current year forecast profit
NTA;
(b) the revaluation of assets, if
any, can be incorporated into
the
computation
of
the
proforma NTA; and
(c) for
cases
involving
the
issuance
of
convertible
securities,
the
convertible
securities can be incorporated
into the computation of the
proforma NTA based on the
assumption that they are
already converted, provided
that there must be a firm
undertaking to convert the
convertible
securities
into
ordinary shares within 3 years
of issuance.
E-19
Paragraph

justification)
5.05(c)(iii)
For the purpose of compliance with

paragraph 13.03,
the
valuation
of
assets
approved by the SC must be
adopted as the figure to be
used in the computation of the
proforma NTA position; and
where
a
second-opinion
valuation is obtained, the
issuer will be required to adopt
the lower of the 2 valuation
amounts as the figure to be
used in the computation of the
proforma NTA position.

13.08

rights issues or placements which
will not fulfil the requirements of
SC the interim status of the
proposal. In such cases, the SC
may approve the interim proposal
subject to the condition that the
DLC submits a comprehensive
proposal which will fulfil the
requirements
of
paragraphs
time-frame.
DLCs
may
only
undertake
one
such
interim
proposal.
E-20
APPENDIX VII
The following information should be submitted in relation to utilisation of
proceeds from the disposal proposal:
(i)
Tabulation of the purposes of utilisation and the amount allocated for each
purpose (where available)
(ii)
Brief description of each purpose of utilisation
(iii)
Where
the
proceeds
are
utilised
for
acquisition
of
assets/businesses/interests, the relevant information on the acquisition as
required under Appendices II, III, V, VI, VII, VIII, IX and X of the Format
submitted.
E-21
APPENDIX VIII
following (where applicable):
(i)
(ii)
(iii)
(iv)

(v)
Net tangible assets (to shown effect for each transaction)
(vi)
Pre-tax and after-tax profits and earnings per share
(vii)
Cashflows
(viii)
E-22
APENDIX IX
The application for the disposal proposal should be accompanied by the following
information/documents:
(i)
(ii)
Audited accounts of the companies to be disposed of for the past 3

financial years
(iii)
(iv)
Latest management accounts of the companies to be disposed of
(v)
Proforma balance sheets after incorporating the effects of the proposal and
letter from the reporting accountants thereon
(vi)
Declaration by



Issues Guidelines
(vii)
(viii)

Act 1965)
(ix)

(x)
Any other relevant supporting documents (e.g. copies of licences,

concessions and permits from relevant authorities)
E-23
(xi)
Where the applicant company is a distressed listed company and the

disposal proposal submitted is not an interim proposal, letters from the
reporting accountants on


(xii)

(xiii)
(xiv)
(xv)
E-24
APPENDIX X
(i)
Profit forecast and projections (for such period of time until the
applicant company which is a distressed listed company is
The following information in respect of profit forecast and projections
(a)
Tabulation of the forecast/projected performance indicators, as

follows:
Turnover
Gross profit
Net EPS
Gross margin
(b)
(c)

and %) by
activity;
product;
division;


performance;

E-25
exceptional
performance
in
(ii)

projected profits vis--vis past trends and the bases and
affect the achievement of the forecast/projected profits. The
bases and assumptions used should be specific rather than
general.);


(d)

(e)
Worksheets to support the profit forecast and projections.
Cashflow forecast and projections (for such period of time until

the applicant company which is a distressed listed company is
The following information in respect of cashflow forecast and projections
(a)
Tabulation of the forecast and projected cashflows.
(b)

analysis and discussion of

projected cashflows vis--vis past trends and the bases and
affect the achievement of the forecast/projected cashflows.
The bases and assumptions used should be specific rather
than general);
E-26
(c)

Worksheets to support the cashflow forecast and projections.
E-27
F.
FORMAT AND CONTENT OF SUBMISSION OF VALUATION

REPORTS
1.
Submission Procedures
For proposals under paragraph 5.06 of the Policies and Guidelines on
Issue/Offer of Securities (Issues Guidelines), the relevant valuation
reports should be submitted before the submission proper. The
submission proper should be made after two weeks but not later than
one month from the date of the submission of the valuation reports.
The material date of valuation should not be more than six months
before the date of receipt of the submission proper by the SC.
2.
Cover Letter
The cover letter, signed by two (2) authorized signatories of the
principal adviser, should contain and/or be accompanied by the
following:
(i)
Brief particulars of the corporate proposals;
(ii)
For related-party transactions under paragraphs 10.01 and

12.05 of the Issues Guidelines, details of the nature of interest
of the related parties including direct and indirect shareholdings
of the related parties in the applicant company;
(iii)
The approach to submission of corporate proposals i.e.

whether proposals are submitted under the assessment
approach or the declaratory approach;
(iv)
For corporate proposals that are submitted under the

assessment approach, the list of the identified and nonidentified property assets;
(v)
List/summary of the property assets involved in the valuation

exercise, including identification, net book values and market
values assessed by the valuer;
(vi)
Disclosure of any breaches of building by-laws or approved land

use;
(vii)
Copies of Sale and Purchase/Joint Venture Agreements (where

such agreements are not included in the valuation reports);
F-1
(viii)
2 copies of the original valuation reports together with the

valuation report checklist;
(ix)
2 copies of the valuation certificates;
(x)
Tentative date for the submission of application for the

corporate proposals to the SC; and
(xi)
Waiver application, if any.
F-2

Policy Guide On Issue Offer

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FORMAT AND CONTENT OF APPLICATIONS

POLICIES AND GUIDELINES

Effective date: 1 May 2003

FORMAT AND CONTENT OF APPLICATION FOR INITIAL PUBLIC

FORMAT AND CONTENT OF APPLICATION FOR MERGER AND

FORMAT AND CONTENT OF APPLICATION FOR FUND RAISING

FORMAT AND CONTENT OF APPLICATION FOR TRANSFER TO

FORMAT AND CONTENT OF APPLICATION FOR DISPOSAL OF

FORMAT AND CONTENT OF SUBMISSION OF VALUATION

FORMAT AND CONTENT OF APPLICATION FOR INITIAL PUBLIC

Particulars of the initial public offering (IPO) proposal and approval

Other required approvals obtained/pending in relation to the IPO

Material terms and conditions imposed by other relevant authorities

Details of any departure from the Policies and Guidelines on

Details of other assets/businesses/interests owned by the

Previous proposals which have been submitted to the SC, if any, in

Confirmation on compliance with the relevant laws, regulations,

Declaration of conflict of interest, if any, by advisers/experts in

Other Pertinent Information Relating To The

Long Form Accountants Report

Future Financial Information

Compliance With Guidelines

Effects Of The IPO

Other Pertinent Information Relating To The Applicant Company

With respect to the applicant company and each of its existing/proposed

With respect to the applicant company and each of its existing/proposed

With respect to all existing and proposed substantial shareholders of the

In the case of individuals, their NRIC/passport numbers, ages and

In the case of corporations, their registration numbers and current

Their current interests, directorships and/or shareholdings in all

Whether their interests, directorships and/or shareholdings in the

they are not undischarged bankrupts nor are they subject to

they have never been charged with, convicted for or

to the best of their knowledge, they have not been subject to

Their NRIC/passport numbers, addresses and nationalities;

Their current interests, directorships and/or shareholdings in all

Whether their interests, directorships and/or shareholdings in the

With respect to the directors and proposed directors of the applicant

With respect to the existing/proposed Bumiputera shareholders of the

Other relevant information, which are not already included in the

Tentative time-table for the implementation of the proposal.

Historical track record of each company in the existing/proposed

Tabulation of the following performance indicators for the past 5

Breakdown and analysis of turnover and profits (including amount

export and local; and

Commentary on past performance, which should include analysis

significant and specific factors contributing to exceptional

accounting policies adopted which are peculiar to the

gross profit and pretax profit margin;

any material difference between the effective tax rate and

any audit qualification of the accounts in any of the financial

Tabulation of information on trade debtors, as follows:

Ageing analysis of trade debtors, in the following sample format:

Within credit period*

Exceeding credit period*

Depending on the companys credit period

trade debtors position, whether excessive or unusually low,

balances exceeding the normal credit period, giving specific

If any of the above is not applicable, to provide a negative statement

Tabulation of other debtors by category, as follows:

Commentary on material balances and nature of other debtors, and

If any of the above is not applicable, to provide a negative statement

Tabulation of information on trade creditors, as follows: