SECURITIES MARKET: MORE THAN JUST A SOURCE OF FUNDING WEDNESDAY MAY 18, 2016
Contents Introduction of the CSX Brief about the CSX Market Operations Cambodia Securities Listing Main Benefits of Securities Listing Options for IPO & Securities Listing How to Access to IPO and Listing on the CSX Market Facts Listed and Potential Listed Companies CSX s Members Investor s Related Facts 5/18/2016
3 Brief about the CSX Market Operations INTRODUCTION OF THE CSX 5/18/2016
5/18/2016 Brief About the CSX 4 Date Events January 21, 2008 MOU on The establishment of a Cambodia Securities Exchange in the Kingdom of Cambodia was signed by MEF and KRX. July 11, 2011 April 18, 2012 Inauguration of the Cambodia Securities Exchange Launching Ceremony of the Securities Trading at Cambodia Securities Exchange. The CSX functions as: CSX s Ownership Structure: - the Market Operator - Clearing and Settlement Facility Operator - Depository Operator 4 MEF 55% KRX 45%
5/18/2016 5 Market Operations (1) Type of Market Trading Method Method of Pricing Type of Order Daily Price Change Limit Minimum Trading Unit No margin trading Order-Driven Electronic Trading System Single-Price and Multiple-Price Auction Limit Order (only) ± 5% of the base price (90%-150% of IPO price for initial listed securities) 1 share 100% good faith deposit Settlement Date T +2 Trading before settlement Yes
5/18/2016 6 Market Operations (2) Market Hours: 8:00-11:30am. Market Closes 08:00 09:00 11:00 11:30 am Opening Session Continuous Trading Session Closing Session Market Opens Trading Trading Trading Single-Price Auction Multiple-Price Auction Single-Price Auction
5/18/2016 7 Main Benefits of Securities Listing Options for Securities Listing How to Access to IPO & Listing CAMBODIA SECURITIES LISTING
5/18/2016 8 Main Benefits of Securities Listing Access to Capital and future financing opportunities Stronger corporate governance & internal control Main Benefits Tax Incentives: Get listed before 2018: 50% reduction on profit tax for 3 years Get listed before 2020: 10 years waived on profit tax liabilities. Effective Exit Strategy: many investors trading shares on the CSX Improve company status and visibility
5/18/2016 9 OPTIONS for Securities Listing IPO & Listing Main Board (Mainly for large enterprise) Growth Board (Mainly for young and potential SMEs)
5/18/2016 10 Main criteria to be considered (1) Main Criteria Main Board Growth Board Quantitative Requirements Shareholders' equity KHR30 billion ($7.5 m) KHR2 billion ($500,000) Net profit Audited Financial reports Financial Reporting Standard Minority Shareholder (Listing requirement) KHR 2 billion ($500,000) for the latest year; and KHR3 billion ($750,000) for the latest 2 years 2 years CIFRS 200 shareholders; and 7% of the total voting shares 2 years Positive net income for latest year; or Positive operating cash flow & gross profit margin 10% 1 year CIFRS 100 shareholders; and 10% of the total voting shares 1 year
Ref: Prakas on the implementation of the Listing Rules Prakas on Corporate Governance, Listed company & Public Enterprise 5/18/2016 11 Main criteria to be considered (2) Main Criteria Main Board Growth Board Non-quantitative Requirements Legal Structure Public Limited Company (PLC) Permitted Entity Public Limited Company (PLC) Permitted Entity Corporate Governance Public Limited Company Board members: 5 to 15 Independent director: 1/5 of total number of directors If foreign independent director: 6 months of working experiences in Cambodia Public Enterprise Board Members 7 Independent director 1 & Non-executive director (as a representative of the private shareholders) 1 Committee of BOD a) Audit Committee b) Risk Management Committee: Assets KHR200 bil. ($50m) c) Nomination Committee: optional/ as required by SECC.
5/18/2016 12 How to get access to IPO & Listing Listing and Trading (within 5 working days) Public Offering (about 3 Months) - Approved by the CSX Listing Eligibility Review (LER) (within 1 Month) - Approved in principle by SECC - Confirmed on pricing by CSX Preparation (about 6 Months) - Reviewed by the CSX - Accounting & Financial reporting standard - Legal structure - Corporate governance
5/18/2016 13 Listing Incubator Program Pre-preparation Preparation Intended company Listing Incubator team Intended company Listing Incubator team IPO Team - Pre-review company structure - Check legal structure - Check accounting & reporting standard - Check core IPO & Listing requirements - Facilitate in detailed restructuring by other professionals in each field - Underwriter - Accounting Firm - Legal Firm - Asset Valuation company
5/18/2016 14 Listed and Potential Listed Companies CSX s Members Investor s Related facts MARKET FACTS
5/18/2016 15 Listed and Potential Listed Companies (1) Listed companies Symbol of Issues 1. PWSA 2. GTI 3. PPAP 4. PPSP Listing date 18 Apr 2012 16 Jun 2014 09 Dec 2015 Est. 30 May 2016 Type of Company State-owned Private Private State-owned Industry Water Utility Garment and Textile River Port Special Economic Zone IPO Price 6,300 KHR ($1.57 ) 9,640 KHR ($2.41) 5,120 KHR ($1.28) 2,860 KHR ($0.71) Number of Listed shares 86,973,162 Shares 40,000,000 Shares 20,684,365 Shares 57,875,000 Shares Market Capital (As of 17 May 2016) 102 M USD 36 M USD 112 M USD N/A
5/18/2016 16 Listed and Potential Listed Companies (2) Listed Companies perspective 8 7 6 5 4 3 Private-Owned SOEs 2 1 0 2012 2014 2015 2016 2017 2018
5/18/2016 17 CSX s Members (1) No. Names of Securities Companies Ownership Types of SF 1 Cana Securities Ltd. Cambodian Underwriter 2 SBI Royal Securities Plc. Japanese Underwriter 3 Yuanta Securities (Cambodia) Plc. Taiwanese Underwriter 4 Campu Securities Plc. Malaysian Underwriter 5 RHB OSK Indochina Securities Limited Malaysian Underwriter 6 Phnom Penh Securities Plc. Taiwanese Underwriter 7 Cambodia-Vietnam Securities Plc. Vietnamese Broker 8 ACLEDA Securities Plc. Cambodian Broker 9 CAB Securities Limited. Malaysian Broker 10 Golden Fortune (Cambodia) Securities Plc. Chinese Dealer
5/18/2016 18 Seven CSX s Participants CSX s Participants (2) Cash Settlement Agent 1. ACLEDA Bank Plc. 2. Bank for Investment and Development of Cambodia Plc. 3. Canadia Bank Plc. Securities Registrar 1. ACLEDA Bank Plc. 2. Tricor Securities Service Plc. Transfer Agent 1. ACLEDA Bank Plc. 2. Tricor Securities Service Plc.
19 INVESTOR S RELATED FACTS (1) Account number by foreign and domestic Total Account Number 7,706 (As of 12 May 2016) Foreign Domestic 68% 32% 5/18/2016
20 INVESTOR S RELATED FACTS (2) Top 5 Foreign Trade Ranking by Turnover (as of 12 May 2016) Rank Country Name Percentage (%) 1 China 50% 2 Japan 18% 3 Taiwan 9% 4 Channel Islands 8% 5 Malaysia 4% 5/18/2016
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