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Listing Requirements Chapter 10 Series: Common Pitfalls in Transaction & RPT Rules (Linking Chapter 10 to Chapters 6, 8 & 9 of Listing Requirements)
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Listing Requirements Chapter 10 Series: Common Pitfalls in Transaction & RPT Rules (Linking Chapter 10 to Chapters 6, 8 & 9 of Listing Requirements)
  • Overview
  • Objectives & Outline
  • Methodology
  • Participant Profile
  • Trainer
  • Overview
    PROGRAMME DETAILS

    DATE

    24 May 2018

    TIME

    9:00 AM – 5:00 PM

    VENUE

    Asian Banking School

    SIDC CPE

    10

    CPE Points
    The various chapters in the Listing Requirements are often intertwined. Provisions in Chapter 10 on Transactions, is no exception. A good understanding of how Chapter 10 is linked to the other chapters in the Listing Requirements is crucial to avoid the common pitfalls in ensuring compliance with the Listing Requirements.
    LEARNING LEVEL
    Advanced
    PROGRAMME FEE*

    AICB / MIBA MEMBER

    MYR

    2,000

    / PAX

    NON-MEMBER

    MYR

    2,300

    / PAX

    *inclusive of GST
    Jointly with:
  • Objectives & Outline
    LEARNING OBJECTIVES
    By the end of this programme, participants will be able to:
    • Understand the common pitfalls in computation of percentage ratios, including the assumption of liability and aggregation rules 
    • Understand compliance with Chapter 10 for transactions between listed holding company and its listed subsidiary company (One-Tier Rule in FAQ 10.7 & 10.8) 
    • Apply the “One-Tier Rule” in various RPT Scenarios 
    • Understand the rationale behind “deemed acquisition” principle when subscribing in new shares of an investee company, and the application thereof 
    • Understand the rationale behind “deemed disposal” principle when an existing subsidiary company issues new shares to another person, and the application thereof 
    • Understanding the linkage between Chapter 10 and rules relating to: 
      • Provision of financial assistance 
      • Subscription in debt securities 
      • Shareholders prior approval when entering into option agreements 
      • Material dilution of interest in a principal subsidiary 
      • Material variations in terms of an agreement 
      • Dealings in quoted securities  
      • Other provisions relating to disclosure obligations
    PROGRAMME OUTLINE
    • Transaction & RPT rules (recap) 
    • Percentage ratios 
      • Market capitalisation ratio 
      • Net profit ratio 
      • Total asset ratio 
      • Equity issued ratio 
      • JV ratio 
      • Original cost ratio 
      • Definition of net profit & net assets 
    • Assumption of liability – various scenarios 
    • Aggregation Rules (re-cap with advanced applications) 
      • Same party rule 
      • Same asset rule 
      • Contiguous land rule 
      • Application of aggregation rule 
      • Two-way aggregation scenario 
    • Option agreements & shareholders’ prior approval 
    • “One-Tier” Rule (FAQs 10.7 & 10.8) & RPT  
    • Transactions between two subsidiaries 
    • Subscription of shares by listed issuer & deemed acquisition 
    • Issue of shares by subsidiary & deemed disposal 
    • Settlement of debt via contra of assets & deemed disposal 
    • Material dilution in principal subsidiary (paragraph 8.21) 
    • Material variations in proposals approved by shareholders (paragraph 8.22) 
    • Provision of financial assistance and RPT 
    • Subscription of debt securities & provision of financial assistance (paragraph 2.2, Practice Note 11) 
    • Becoming or ceasing to be a subsidiary (paragraph 9.19(23) & (24) 
    • Acquisition/disposal of shares in other listed issuers (paragraph 9.19(25) & (26)) 
    • Dealing in quoted securities (paragraph 9.20)
  • Methodology
    Presentations and discussions with easy-to-understand illustrations using PowerPoint slides, coupled with selected real-life case studies to reinforce the understanding of the guiding principles behind the Listing Requirements. The trainer will also share his experiences from relevant cases that he has encountered in his capacities as a Bursa Officer and an advisor-in-practice.
  • Participant Profile
    Corporate finance personnel of investment banks with good knowledge and at least 2 years hands-on experience in the subject matter.

    Participants must have also attended the “Decoding Transaction & RPT Rules – Module 1” programme for maximum learning experience
  • Trainer

    Chee Kai Mun

    Chee Kai Mun is the Director cum Principal Trainer of CKM Advisory Sdn Bhd, a company that focuses on providing specialized training relating to Bursa Malaysia’s Main and ACE Markets Listing Requirements (Listing Requirements).

    Prior to the formation of CKM Advisory Sdn Bhd, he was the Vice President of Listing Advisory & Development at Bursa Malaysia. He was instrumental in setting up and subsequently spearheading the Listing Advisory division, which is a specialized team in Bursa Malaysia that provides guidance and advice to listed companies and their advisors (namely, investment banks, legal firms, audit firms and secretarial firms) in interpretation and application of the Listing Requirements.
    Chee was also Director, Compliance & Advisory of Tricor Corporate Services Sdn Bhd, a corporate advisory firm in Kuala Lumpur. He was responsible for providing advisory services in compliance with Listing Requirements to their corporate secretarial and share registrar teams, as well as clients listed on the official list of Bursa Malaysia.

    He has accumulated more than 20 years of extensive experience in corporate advisory work relating to Listing Requirements. Chee has hands-on experience in this field from 3 perspectives - as a regulator with Bursa Malaysia, an advisor-in-practice with Tricor and as a team member of the corporate finance division in a listed company. He has also conducted training in Listing Requirements for Directors, CEOs, CFOs and Company Secretaries of listed companies.

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