introduction to catalist singapore nexia ts public accounting corporation (formerly practicing as...
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Introduction to CatalistSingapore
Nexia TS Public Accounting Corporation(formerly practicing as Nexia Tan & Sitoh)
Admission Requirements1. Sponsor to assess suitability to list
• No quantitative entry criteria; No market cap restriction• No review of IPO documents by SGX
2. Offer Document with 12-month working cap statement
• Same disclosure/liability as prospectus• Lodged on Catalodge website
3. Restrictions to secure commitment of promoters* & pre-IPO investors
4. Two Independent Directors
• 1 resident for foreign companies
5. Shareholding spread of 15%, 200 shareholders
*“Promoters” are controlling shareholders & their associates and executive directors with ³5% of share cap at time of listing. If they hold more than 50% at IPO, they may sell but must retain 50%. If they hold less than 50% at IPO, they may not sell any. After IPO, promoter and pre-IPO investors are subject to moratorium periods.
1. Continual sponsorship at all times* • No review of circulars by SGX • All Catalist companies must retain a Sponsor for as long as they are listed.
Companies without Sponsors will face delisting.
2.Independent Directors A listing applicant must have at least 2 independent directors. If the company is a non-
Singapore company, at least 1 of the independent directors must be resident in Singapore.
3. Annual Mandate for Additional Share Issuance Capital changes have been made easier with increase in the threshold for annual
mandate which issuers may obtain from their shareholders. Companies can obtain shareholder mandate to issue up to 100% of the company's share capital (of which shares issued on non pro-rata basis must not exceed 50%). This 50% limit can be increased to 100% in the case where shareholders approve by special resolution on or after the first shareholders' meeting.
4. Corporate governance guidelines (comply or explain) Companies are encouraged to comply with the Code Of Corporate Governance issued
by the Corporate Governance Committee.
Continuing Requirements
* Full Sponsor that brings an IPO to market must continually sponsor the company for at least 3 years after IPO.
5. Shareholder Approval for Transactions To allow companies to respond speedily to business opportunities, the thresholds for
shareholders to approve acquisitions and disposals have been raised. Shareholder approval is required for:
(a) Acquisitions of assets: (i) of more than 75% but less than 100% of the relevant bases i.e. group net assets, profits, market capitalization or equity securities issued, as the case may be; or (ii) which result in a fundamental change in the business of the company.
(b) Disposals of assets: (i) of more than 50% of the relevant bases; or (ii) which result in a fundamental change in business of the company.
6. Disclosure of material information Consistent with a disclosure-based regime, Catalist companies have the obligation to
disclose material information to the public immediately.
7. Half-yearly/quarterly reporting Companies are required to issue half-yearly reports if they are below S$75 mil in
market capitalization. All other companies are required to issue quarterly reports.
8. Interested Persons Transactions Companies are required to disclose and seek shareholders’ approval for interested
persons transactions when they breach certain quantitative thresholds.
9. Free Float Companies should ensure that at least 10% of their total number of issued shares is
held by public.
Continuing Requirements (cont’d)
Shorter Listing Process
Preparation
to apply
2 weeks 2 weeks 1 -2 weeks
Notification
to SGX
Public
Comment
Lodgment
& Launch
Trading
Commences
Preparation
to apply
8-12 weeks 3 weeks 1 -2 weeks
SGX
Review
Public
Comment
Registration
& Launch
Trading
Commences
Catalist process is approximately 5 – 6 weeks
SESDAQ process is approximately 12 – 17 weeks
Sponsor Responsibilities
Introducing Activities
•Provide confirmation that listing applicant is suitable to list
•Advise & prepare a company to list*
•Understand the company thoroughly
•Advise on other professionals
•Commitment through sign off as Sponsor
General Responsibilities
•Maintain eligibility•Sufficient systems and resources
•Ensure independence
Continuing Activities
•Review & endorse all announcements & circulars
•Ensure company has internal process & knowledge to comply with rules
•Advise on rule compliance, corporate government, etc
•Act as interface between company & SGX
- Monitor trading - Duty to whistle-blow
*Comply with SIBA due diligence guidelines, advise directors on responsibilities, adequate system/procedures for rule compliance, etc.
Listing Fees
Fee Type Initial Fees Annual Fees
Minimum S$ 30,000 S$ 15,000
Maximum S$ 100,000 S$ 50,000
Variable rate(based on market cap of the listed company)
S$ 100 / mil S$ 25 / mil
Additional Listing Fees (per exercise) S$ 8,000 -
Lodgment Fees Catalodge
Lodgment of offer document / RTO circular S$ 2,000
Lodgment of amendment to offer document / RTO circular S$ 500
Lodgment of supplementary / replacement offer document / RTO circular
S$ 2,000
Lodgment of offer information statement S$ 1,000
Companies Listed on CatalistName of Company Principal Activities Date of
ListingFund Raised
(SGD’mil)Issue Price (SGD)
ARIANECORP LIMITED
Market and manufacture of LCD and electronics products
9-Sep-1993 - -
ARTIVISION TECHNOLOGIES LTD.
Development and provision of video management products and solutions
18-Aug-2008 15.000 SGD0.20
AUSTON INTERNATIONAL GROUP LTD
Private education provider offering tertiary and post graduate education programmes
25-Apr-2003 3.360 SGD0.28
C2O HOLDINGS LIMITED
Distribution of printers and electronic accessory products, and outsource services
1-Nov-2004 5.125 SGD0.21
ENZER CORPORATION LIMITED
Distribution and marketing of electronic components and enfocomm Products
18-May-2001 6.093 SGD0.36
EZION HOLDINGS LIMITED
Specialises in marine logistics and support services to the offshore oil and gas Industries
04-Sep-2000 - -
HEALTHWAY MEDICAL CORP LTD
Offer quality healthcare services 04-Jul-2008 48.780 SGD0.36
Companies Listed on Catalist (cont’d)Name of Company Principal Activities Date of
ListingFund Raised
(SGD’mil)Issue Price (SGD)
MENCAST HOLDINGS LTD
Manufacture and supply of sterngear equipment, and provision of sterngear services
25-Jun-2008 6.300 SGD0.28
OCULUS LIMITED Manufacture and distribution of contact lenses and contact lens solutions
11-Apr-2001 5.051 SGD0.23
QUALITAS MEDICAL GROUP LIMITED
Healthcare services through its network of owned, affiliate, associate and managed clinics
01-Sep-2008 5.500 SGD0.25
SNF CORPORATION LTD
Service various segments of the electronics manufacturing supply chain
18-Mar-2004 7.360 0.32
ST. JAMES HOLDINGS LIMITED
Operation of entertainment outlets 06-Mar-2003 0.950 0.22
SUPERIOR FASTENING TECH LTD
Manufacture and supply high quality fasteners and provides surface treatment services
12-Dec-2003 5.750 SGD0.23
TOP GLOBAL LIMITED
Specialises in the provision of waterproofing and thermal insulation services for concrete roofs.
25-Jun-2001 2.563 SGD0.21
TRITECH GROUP LIMITED
Provision of specialist engineering services, and ground and structural engineering services
21-Aug-2008 7.200 SGD0.20
Mencast Holdings Ltd(First company listed on Catalist, our client)
Trading date – August 2008
Turnover as at 31 December 2007 – S$ 18.9 million
Net Profit for the year ended 31 December 2007– S $4.8 million
Main business – Manufactures and supplies a full range of sterngear equipment for new vessels
Issue Price – S$ 0.28
Listing PE Ratio – 7.3 times
Market Capitalisation at listing – S$ 41.3 million
Funds Raised – S$ 6.3 million
Highest price – S$ 0.31
Current price (28/08/2008) – S$ 0.23 PE ratio (28/08/2008) – 6.0 times
Market Capitalisation (28/08/2008) – S$ 33.9 million
Major Clients
•AEI Corporation Ltd (listed on SGX)
•AP Oil International Ltd (listed on SGX)
•China Great Land Holdings Limited (listed on SGX)
•China Hongxing Sports Ltd (listed on SGX)
•China Sunsine Chemical Holdings Limited
•Europtronic Group Ltd (listed on SGX)
•Enviro-Hub Holdings Limited (listed on SGX)
•Cosmosteel Holdings Limited (listed on SGX)
•Jackspeed Corporation Ltd (listed on SGX)
•Keda Communications Ltd (listed on SGX)
•Longcheer Holdings Ltd (listed on SGX)
•Lorenzo Holdings Limited (listed on SGX)
•Nico Steel Holdings Limited (listed on SGX)
•Ouhua Energy Holdings Limited (listed on SGX)
Major Internal Audit Clientele Listed•Ouhua Energy Holdings Limited (listed on SGX)•Sin Ghee Huat Holdings Ltd (listed on SGX)•Sunpower Group Ltd (listed on SGX)•Thai Village Holdings Ltd (listed on SGX)•Vibropower Corporation Limited (listed on SGX)•Zhonghui Holdings Ltd (listed on SGX)•Liang Huat Holdings Limited•Kingsmen Creative Limited (listed on SGX)•Soon Lian Holdings Limited (listed on SGX)•Superior Multi-Packaging Ltd
Major Clients (cont’d)
•Auston International Limited
•Communication Design International Limited
•CyberVillage Holdings Limited
•Eastern Holdings Ltd
•EMS Energy Ltd (Formerly known as Eco Water Limited)
•Interra Resources Ltd
•The Lexicon Group Ltd (formerly known as Sun Business Network Ltd)
•OKP Holdings Limited
•Oniontech Limited
•Sitra Holdings International Limited
•Ntegrator International Ltd
•Sinobest Technology Holdings Ltd
•Rowsley Ltd
•Mencast Holdings Ltd
Major External Audit Clientele – Listed companies
Track Record - Initial Public Offering
Sunpower GroupLtd
Fund Raised: SGD24.90M
Keda Communications
Ltd
Fund Raised: SGD8.84M
Hongguo Intl Holdings Limited
Fund Raised: SGD15.00M
Chosen Holdings Ltd
Fund Raised: SGD17.40M
YHI InternationalLimited
Consultant
Nexia TS Pte Ltd
Fund Raised: SGD29.00M
Beng KuangMarine LtdFund Raised:
SGD4.83M
Meiban GroupLimited
Consultant
Nexia TS Pte Ltd
Fund Raised: SGD1.85M
Raffles EducationCorporation Ltd
Fund Raised: SGD2.52M
Interra Resources Ltd
CommunicationDesign Intl
Limited
Reporting Accountant
Nexia TS Public Accounting Corporation
Fund Raised: SGD5.50M
OKP HoldingsLimitedFund Raised:SGD4.40M
Sitra Holdings(INTL) Limited
Fund Raised: SGD2.52M
Consultant
Nexia TS Pte Ltd
Consultant
Nexia TS Pte Ltd
Consultant
Nexia TS Pte Ltd
Consultant
Nexia TS Pte Ltd
Ouhua EnergyHoldings Ltd
Fund Raised: SGD52.06MConsultant
Nexia TS Pte Ltd
Consultant
Nexia TS Pte Ltd
Consultant
Nexia TS Pte Ltd
Reporting Accountant
Nexia TS Public Accounting Corporation
Reporting Accountant
Nexia TS Public Accounting Corporation
Reporting Accountant
Nexia TS Public Accounting Corporation
Nexia TS Pte Ltd Nexia TS Pte Ltd Nexia TS Pte Ltd Nexia TS Pte LtdNexia TS Pte Ltd
Due Diligence on
Retailer of sports, golf and active lifestyle
products
In
Singapore
Aug 03
Due Diligence on
Distribution of petroleum products,
safety equipment and other supplies for various industries
In
Due Diligence on
Property Development
In
Due Diligence on
Manufacturing & Trading of all Types of Industrial valves
In
Due Diligence on
E-business consultancy
In
Singapore
Mar ~ May 03
China
Oct 05
Nexia TS Pte Ltd
Due Diligence USD 1.6 billion
on Energy/power
generation
In
China
Jun 07
Nexia TS Pte Ltd
Due Diligence on
Manufacturing and trading of circular knitting machines and related parts
in
Singapore
May ~ Jun 04
Nexia TS Pte Ltd
Due Diligence on
Storage and supply of frozen meat
produce
In
Singapore
Aug ~ Sep 07
Nexia TS Pte Ltd
Due Diligence on
Distribution of electronics components, connectors
and sockets
In
Singapore
Oct 07~ Jan 08
Singapore
Sep ~ Dec 07
ChinaOct ~ Nov 05Nov ~ Dec 07
Nexia TS Pte Ltd
Due Diligence on
Industrial oil supplier
inIndonesia
May 06~ Feb 07
Track Record – Merger & Acquisition
15
Contact ListSingapore
No. 5 Shenton WayUIC Building #23-03 Singapore 068808
Mr Henry TanDID: 6536 5466Email: [email protected]
Fax: 65345766 Website: www.nexiats.com.sg
Ms Grace Lui DID: 6328 0811 Email: [email protected]
The End