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Listing Requirements Chapter 10 Series: Decoding Transaction & RPT Rules – Module 1
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Listing Requirements Chapter 10 Series: Decoding Transaction & RPT Rules – Module 1
  • Overview
  • Objectives & Outline
  • Methodology
  • Participant Profile
  • Trainer
  • Overview
    PROGRAMME DETAILS

    DATE

    29 January 2018

    TIME

    9:00 AM – 5:00 PM

    VENUE

    Asian Banking School

    SIDC CPE

    10

    CPE Points
    Companies listed on the Main Market of Bursa Malaysia enter into transactions, be it related party transactions (RPT) or otherwise (i.e. Non-RPT), on a regular basis. A good understanding of the rules governing Non-RPT and RPT, as well as an appreciation of the guiding principles behind such rules are paramount to compliance with Chapter 10 of the Listing Requirements.
    LEARNING LEVEL
    Intermediate
    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 extent to which Chapter 10 will apply to a listed company and its group of companies 
    • Understand the narrower definition of Non-RPT 
    • Understand the extended definition pertaining to disposal of developmental rights of real estate for Non-RPT 
    • Understand rationale and application of rule relating to acquisitions/disposal of landbanks by property developers and the application of the principle for all listed issuers 
    • Understand the wider definition of RPT 
    • Identify related parties and persons connected to directors and major shareholders 
    • Understand the rationale behind percentage ratios, the various thresholds and obligations of listed companies for Non-RPT, RPT and RRPT 
    • Avoid the common mistakes of relying on the wrong percentage ratios to determine listed company’s obligations 
    • Understand the basic principles and application of the Rules of Aggregation 
    • Understand and avoid common pitfalls in RPT provisions with case studies
    PROGRAMME OUTLINE
    Scope of Chapter 10
    • Transactions by listed issuer or subsidiaries 
    • Transactions between listed issuer & wholly-owned subsidiaries 
    • Definition of subsidiaries, joint arrangements and associated companies 

    Non-Related Party Transactions (Non-RPT)
    • Narrower definition of “transactions” for Non-RPT 
    • Extended definition of Non-RPT relating to disposal of developmental rights 
    • Acquisitions/disposal of landbanks by property developers 

    Related Party Transactions (RPT)
    • Wider definition of “transactions” for RPT 
      • Acquisition, disposal or leasing of assets 
      • Establishment of joint ventures 
      • Provision of financial assistance 
      • Provision or receipt of services 
      • Other business transactions or arrangements  
    • Definition of “interest” involving related parties 
    • Identifying related parties 
      • Directors and major shareholders (MS)  
      • Directors/MS and 6-months rule 
      • Persons connected with directors and MS 
        • Family members 
        • Persons accustomed to act in accordance to wishes of director/MS 
        • Persons in accordance with whose wishes director/MS is accustomed to act 
        • Body corporate in which director/MS controls ≥ 20% voting shares 

    % Ratios & Obligations
    • Ground rules in computation of % ratios 
    • Common pitfalls in computation of % ratios 
      • Market capitalisation ratio 
      • Net profit ratio 
      • Definition of net assets 
      • Various thresholds & obligations for Non-RPT, RPT & RRPT 

    Aggregation Rule
    • Same party rule 
    • Same asset rule 
    • Contiguous land rule 
    • Application of aggregation rule 

    RPT Case Study
    • Related party at subsidiary level  
      • Paragraph 10.08(11)(n) & (o) 
      • Paragraph 10.08(9) – Exempt RPT 
    • Common Major Shareholder Rule I 
      • Paragraph 10.08(11)(l) – horizontal & vertical corporate structures 
    • Common Directorship Rule 
      • Paragraph 10.08(11)(c) – horizontal & vertical corporate structures 
    • Related party with shareholding ≥ 10% in target company 
      • Paragraph 10.08(11)(d) 
      • Paragraph 10.08(11)(q)
  • 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 principal 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 some knowledge and at least 1 year hands-on experience in the subject matter
  • 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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