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Why Listing on 1Exchange (1X)?

Listing on 1Exhange-cover

Why Listing on 1Exchange (1X)?

1X’s strategic shareholder is SGX. 1X is widely regarded as 3rd Board and 1st MAS-regulated and cost-effective Private Securities Exchange in Singapore to design for private companies to enable them to trade on private share and provide ESOS and liquidity for their investors and employees, respectively.

Why Listing on 1Exchange (1X)?

1X’s strategic shareholder is SGX. 1X is widely regarded as 3rd Board and 1st MAS-regulated and cost-effective Private Securities Exchange in Singapore to design for private companies to enable them to trade on private share and provide ESOS and liquidity for their investors and employees, respectively.

 

Yes, you may be eligible! if your company has revenue of at least SGD 2 million with at least 2 years operating history, and the listing process only takes about 2-3 months. 

您公司有考虑在 1Exchange (1X) 上市？

如果您的公司符合以下条件：

  • 营业额：至少新加坡2百万新币。
  • 经营历史：至少2年，需提供审计过的财务报表。
  • 最低可流通股份：至少占股份的10%，且价值至少新加坡2百万新币。

时间范围：2至3个月。

谁是1 Exchange (1X)?

新加坡交易所（SGX）是1Exchange（1X）的战略股东和合作伙伴之一，1X是新加坡首家受金融管理局监管的私人证券交易所，被广泛视为全球金融中心的第三板块。

 

1X是一个“轻触式”和成本效益高的私人上市场所，专门为家族企业、成长中的公司和准备上市公司而设计。

 

此交易所提供市场导向的解决方案，例如直接私人上市和员工股票期权交易。通过1X上市，创始人、所有者和在成长阶段的公司依然可以在保留灵活性和控制权的同时，实现部分退出和可交易性的私人股份。

 

在1X上的私人投资者可以自由、安全地买入和卖出股份，随时随地可以达到实现流动性。

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Featured Ideas & Insights Publications Tax

Why Singapore?

Why Singapore

WHY SINGAPORE

Singapore is a strategic base to implement your growth strategies and to manage and integrate your operations for the region and beyond. Being one of the lowest income tax rate countries, Singapore has further announced a full and partial tax exemption for the newly incorporated company for the first 3 years consecutively.

1) One of the LOWEST TAX RATES in the world

With effect from 2010, Singapore corporate income tax rate has further reduced from 18% to 17%, being one of the lowest tax rates in the world. Singapore Government has declared a new start-up tax exemption and partial tax exemption for newly incorporated and existing companies:
Tax Exemptions for Newly Start-up Companies in Singapore vs Malaysia
Why Singapore-JP-01

4.25% tax on first S$100K chargeable income

For a newly incorporated company (1), the corporate income tax rate is 4.25% on the first S$100k (≈RM300k) of chargeable income for the first 3 years of assessment consecutively.

8.50% tax on chargeable income of above S$100K up to S$200K

The newly incorporated companies are continued to enjoy for the partial tax exemption which effectively translates to about 8.5% tax rate on chargeable income of above S$100,000 up to S$200,000 per annum. The chargeable income above S$200,000 will be charged at the normal headline corporate tax rate of 17%.
Tax Exemptions for Existing Companies in Singapore vs Malaysia
The 4th years of assessment and onwards, the companies pay only 4.25% tax on their first S$10,000 of chargeable Income and 8.50% for the next S$190,000. The chargeable income above S$200,000 will be charged at the normal headline corporate tax rate of 17%.
1. (a) It is incorporated in Singapore and a tax resident of Singapore for that Year of Assessment. (b) It has no more than 20 shareholders throughout the basis period relating to that Year of Assessment and all its shareholders are individuals throughout the basis period relating to that Year of Assessment; or there is at least one individual shareholder with a minimum of 10% shareholding. c) Its principal activity is not related to (i) investment holding, or (ii) property developer for sales, investment, and both.

2) Engage in TRIANGULAR or TETRAGONAL trade

The companies engaged in international transactions among two or more countries, for instance, the companies purchase goods from e.g. China, and then sell them to e.g. America or trade domestically, Malaysia. This is when the companies need a lower tax trading company (2) to act as the intermediary to issue invoice and packing list in order to strengthen their competitive power in the international or local market.
2. To consider a company as resident in Singapore, the control and management of the business must be exercised in Singapore. Though the term “control and management” is not clearly defined by authorities, a generally accepted consensus is that it refers to the policy level decision making at the level of Board of Directors.

3) Government Incentives

Overview of government incentives

Depending on your company’s business plans, you may consider various tax incentives and grants as follows:
Internationalisation
Incentives available
Benefits
International Headquarters (IHQ) Award
Concessionary corporate tax rates of 5% or 10% for companies that commit to anchor substantive HQ activities in Singapore to manage, coordinate and control regional business operations. The award is accompanied with the award of Development and Expansion Incentive governed by Singapore Economic Development Board (EDB).
Mergers & Acquisitions (M&A) Scheme
The acquiring company is entitled to the following benefits:
  • 25% of M&A allowance (capped at S$10 million) of the total acquisition value capped at S$40 million per YA.
  • Double Tax Deduction (DTD) on the transaction cost capped at S$100,000 incurred during the share acquisition process.
Double Tax Deduction (DTD) for Internationalisation Scheme
Enjoy up to 200% tax deduction on qualifying expenditure incurred on market expansion and investment development activities. The qualifying expenditures include:
  • Qualifying salary expenses incurred for employees posted overseas in an overseas entity.
  • Overseas business development trips and missions.
  • Overseas investment study trips and missions.
  • Overseas trade fairs.
  • Local trade fairs approved by Enterprise Singapore or STB.
Market Readiness Assistance (MRA) grant
Funding support of 50% of eligible costs, capped at S$100,000 per company per new market by Enterprise Singapore. The eligible costs for marketing activities including overseas market set-up, business development and market promotion.
Trading
Incentives available
Benefits
Global Trader Programme
A concessionary corporate tax rate of 5% or 10% for a renewable 3 or 5-year period on qualifying trading income granted by Enterprise Singapore, which includes income from physical trading, brokering of physical trades, derivative trading income, and income from structured commodity financing activities, treasury activities and advisory services in relation to mergers and acquisitions.
Manufacturing and services
Incentives Available
Benefits
Pioneer Incentive
Tax exemption on income from qualifying activities for a period of not exceeding 15 years, administered by Economic and Development Board (EDB).
Development & Expansion Incentive (DEI)
Reduced tax rate of 5% or 10% on incremental income from qualifying activities, limited to 5 years. The incentive is governed by Economic and Development Board (EDB).
Investment Allowance (IA)
Allowance of up to 100% (on top of normal capital allowance) on approved fixed capital expenditure. This incentive is administered by Economic and Development Board (EDB).
Integrated Investment Allowance (IIA)
Additional allowance on fixed capital expenditure incurred on qualifying productive equipment placed with an overseas company for an approved project. This scheme is administered by Economic and Development Board (EDB).
Land Intensification Allowance (LIA)
Initial allowance of 25% and annual allowance of 5% on qualifying capital expenditure incurred for the construction or renovation/extension of a qualifying building or structure. Annual allowances of 5% are granted until total allowance amounts to 100% of qualifying capital expenditure. Approvals for the incentive will be granted by the Economic Development Board (EDB).
Automation Support Package (under Enterprise Singapore)
  • Enterprise Development Grant (EDG)
  • Investment Allowance (IA)
  • Enhanced SME Equipment Loan
Grant support up to 70% of qualifying project costs such as equipment, training and consultancy.

Qualifying projects may be eligible for an IA of 100% on the amount of approved capital expenditure, net of grants. The approved capital expenditure is capped at S$10 million per project.

Under Enterprise Financing Scheme (EFS), qualifying SMEs may receive up to 70% government’s risk-share with participating financial institutions for qualifying projects. SMEs can apply for fixed asset loans of up to S$30 million. ことができる。
Financial and Treasury
Incentives available
Benefits
Finance & Treasury Centre (FTC) Incentive
Enjoy concessionary corporate tax rate of 8% for five years on income derived from qualifying services/ activities as well as withholding tax exemption on interest payments on loans from banks and approved network companies for FTC activities. This incentive is administered by Economic and Development Board (EDB).
Financial Sector Incentive (FSI)
Concessionary tax rate of 10% or 13.5% for licensed financial institutions, from large universal banks, fund managers to capital market players. This incentive is governed by Monetary Authority of Singapore (MAS).
Research and Development (R&D) and intellectual property (IP) management
Incentives available
Benefits
Research Incentive Scheme for Companies (RISC)

Co-funding to encourage and assist businesses companies in Singapore to conduct or expand their research and development (R&D) activities in science and technology. This scheme is administered by Economic and Development Board (EDB).

 

Supportable project costs include expenditure in the following:

  • Manpower cost (up to 50% support)
  • Equipment, materials, consumables and software (up to 30% support)
  • Singapore-based professional services (up to 30% support)
  • IPRs, e.g. licensing, royalties, technology acquisition (up to 30% support)
Intellectual Property Development Incentive (IDI)
Reduced tax rate of 5% or 10% on a percentage of qualifying IP income for an initial period of not exceeding 10 years, and may be further extended for a period or periods not exceeding ten years each. This incentive is administered by Economic and Development Board (EDB).
Approved Foreign Loan Incentive (AFL)
Reduced or nil withholding tax rate on interest payments on loans with minimum amount of S$20 million taken to purchase productive equipment. This incentive is administered by Economic and Development Board (EDB).
Approved royalties incentive (ARI)
Reduced or nil withholding tax rate on approved royalties, fees or contributions to research and development costs made to a non-tax resident.. This incentive is administered by Economic and Development Board (EDB).
Writing-down allowances for IP acquisition (S19B)
Automatic 5/10/15-year writing-down allowances on capital expenditure incurred for IPR acquisitions with legal and economic ownership. EDB’s approval is required if only economic ownership of IP rights is acquired.
Maritime, shipping and logistics
Incentives Available
Benefits
Maritime Sector Incentive (MSI) – Singapore Registry of Ships (MSI-SRS) and Approved International Shipping (MSI-AIS)
Tax exemption on qualifying shipping income from operating Singapore and foreign- flagged ships, provision of specified ship management services, and income from foreign exchange and risk management activities which are carried out in connection with or incidental to the operations of ships for either a 10-year renewable period; or a 5-year non-renewable period, with the option of graduating to the 10-year renewable award at the end of the 5-year period. This incentive is administered by Maritime and Port Authority of Singapore (MPA).
MSI – Shipping Related Support Services (MSI- SSS) Award
Concessionary tax rate of 10% on the incremental income derived from carrying out approved shipping-related support services for a 5-year renewable period. This incentive is administered by Maritime and Port Authority of Singapore (MPA).
  • Ship broking;
  • Forward freight agreement (FFA) trading;
  • Ship management;
  • Ship agency;
  • Freight forwarding and logistics services; and
  • Corporate services rendered to qualifying approved related parties who are carrying on business of shipping – related activities.
MSI – Maritime Leasing (MSI-ML) Award
Concessionary tax rate of 10% for up to 5 years on qualifying leasing or management income. This incentive is administered by Maritime and Port Authority of Singapore (MPA).
Maritime Innovation & Technology (MINT) Fund
To promotes and encourages upstream research, product and solution development relevant to the maritime industry in Singapore. This incentive is administered by Maritime and Port Authority of Singapore (MPA).

Grant of up to 70% of the total qualifying project costs (inclusive of input GST), comprising of manpower and equipment either engaged or acquired for the purposes of the project, and other operating expenditure incurred for the purposes of the project.

4) TAX EXEMPTION on Dividend declared from Singapore

Dividend declared out of the profit derived from Singapore Company and received in Malaysia is exempted from tax (3).

5) TAX TREATIES

Singapore has entered into Double Taxation Agreement (“DTA”) with 88 countries. Please refer to APPENDIX I.

6) AUDIT EXEMPTION of a Singapore Company

A company incorporated on or after 1 July 2015, if a private company that fulfils at least two of the following three quantitative criteria in each of the immediate past two financial years is exempted from audit (4) : (a) Total annual revenue of not more than SGD 10 million; (b) Total assets of not more than SGD 10 million; (c) Number of employee of not more than 50.
3. Section 127 (1) – Exemptions from tax. Any income specified in Part 1 of Schedule 6 shall be exempt from tax. Part 1 Schedule 6, para 28 (1), Income of any person, other than a resident company carrying on the business of banking, insurance or sea or air transport, for the basis year of assessment derived from sources outside Malaysia and received in Malaysia Part 1 schedule 6, para 28(1), exempt income of any person derive from sources outside Malaysia and received in Malaysia (See also exception).

4. Existing safeguards will however be retained, such as requiring all companies to keep proper accounting records, and empowering shareholders with at least 5% voting rights to require a company to prepare audited accounts.

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Advisory Featured Ideas & Insights Publications

Mandatory Sustainability Reporting

Mandatory Sustainability Reporting

Mandatory Sustainability Reporting

Stakeholders, including investors, regulators, customers, etc., are increasing focus on sustainability performance. How organizations translates their sustainability practices into positive social and environmental impacts. Stakeholders eye for improved operating efficiency, natural resource stewardship, community relations and more.

MANDATORY SUSTAINABILITY REPORTING REQUIREMENT

a. Bursa Malaysia Sustainability Reporting Requirement

Enhanced Sustainability Reporting Requirements
Timeline (Main Market)
Timeline (Ace Market)
  • 9 common sustainability matters and indicators
    Common sustainability indicators data and targets (at least three financial years)*
  • Statement of Assurance (internal or independent)
For financial year ending on or after December 31, 2023
For financial year ending on or after December 31, 2025
  • 9 + 2 common sustainability matters and indicators (waste and emissions management)
  • Transition plan disclosures (only for Ace Market Registrants)
For financial year ending on or after December 31, 2024
For financial year ending on or after December 31, 2026
  • Prescribed sustainability information
N/A
For financial year ending on or after December 31, 2024
TCFD-aligned climate-related disclosures
  • Cover all recommended disclosures under the four TCFD pillars i.e., Governance, Strategy, Risk Management, and Metrics and Targets for the FYE on or after 31 December 2025 onwards.

    An incremental approach introduced for ‘specified elements’4, where PLCs may disclose their progress or status towards meeting the full disclosure of the specified elements for a period of two years.
For financial year ending on or after December 31, 2025
N/A
  • Full TCFD-aligned disclosures to be achieved for the FYE on or after 31 December 2027
For financial year ending on or after December 31, 2027
N/A

b. Singapore Stock Exchange Sustainability Reporting Requirement

Scoped Entities
Timeline
ESG Funds (required by the Monetary Authority of Singapore (MAS) per Circular No. CFC 02/2022)
Effectivity date 1 January 2023
All listed issuers to issue a complete sustainability report
For financial year ending on or after December 31, 2017
All listed issuers to include TCFD recommendations on their sustainability reports:
  • Climate reporting is mandatory for all issuers on a ‘comply or explain’ basis.
  • Climate reporting is mandatory for issuers in (a) financial industry; (b) agriculture, food and forest products industry; and (c) energy industry. For other issuers, climate reporting on a ‘comply or explain’ basis.
  • Climate reporting is mandatory for issuers in (a) financial industry; (b) agriculture, food and forest products industry; (c) energy industry; (d) materials and buildings industry; and (e) transportation industry.

    For other issuers, climate reporting on a ‘comply or explain’ basis.
  • For financial year ending on or after December 31, 2022
  • For financial year ending on or after December 31, 2023
  • For financial year ending on or after December 31, 2024

WHAT WE DO

More and more stock exchanges recognised the important of Sustainability Reporting and require all the listed companies to disclose their ESG performance as non-financial performance reporting to satisfy the greater demand of transparency from stakeholders.

Our ESG experts at ShineWing TY TEOH can work with you on the following sustainability programs:

  1. Training and Education
    Train your Board, Management, and Employees about the ins and outs of ESG reporting globally and within your region. We provide
    education coverage on these key matters:
    1. Introduction to ESG
    2. ESG and Sustainability Reporting
      1. Existing and Upcoming Regulations
      2. Corporate Governance
      3. The Role of the Board of Directors, Management, and Operating Departments
      4. Establishing and Communicating Policies
      5. Benefits and Remuneration Disclosures
      6. ESG Preparedness
      7. Dealing with GHG emissions
      8. Your Value Chain and their impact
      9. Employee and Customer Considerations
    3. Accounting and Reporting ESG-related assets and transactions
    4. Diversity, Equity, and Inclusion
  2. ESG Risk and Opportunities Assessment
    Revisit existing process, procedures, and controls to identify risks and opportunities to help management address risks and seize opportunities aligned with emerging market trends particularly on environment, health & safety.
  3. Policy advisory and creation
    In compliance with sustainability regulations, identify needs on policies to establish and assist management in preparing and executing the relates policies and controls.
  4. Stakeholder engagement
    Identify, plan, develop and implement required engagement mechanisms with your stakeholders.
  5. Sustainability reporting and disclosure
    Prepare regulatory compliant sustainability reports that meets stakeholder needs and expectations.
  6. Accounting and reporting ESG-related assets and transactions
    Account and report ESG related transactions including Carbon Credits, Renewable Energy Credits, Carbon Offsets, Investments on ESG-linked funds/securities, etc.
  7. Report assurance
    Provide assurance on your sustainability transactions and reports.

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Japan Desk ジャパンデスク

Japan Desk-Cover

JAPAN DESK

ジャパンデスク

当事務所のジャパンデスクは、長年マレーシアに在住し、日マ双 方のビジネス環境、文化、習慣を熟知したディレクターが担当して います。包括的な業界知識と、クライアントサービス経験を活か し、ローカルのプロフェッショナルチームと連携し、日系企業の皆 様にきめ細かなサービスをご提供しています。そして法令順守、業 務課題の解決、ビジネス機会の抽出と最大化、効率の向上、その成 果としての事業目標の達成に貢献いたします。

What is Japan Desk?

A Japan desk is a specialized unit within an accounting firm, financial institution, or multinational corporation that focuses on providing services tailored to clients with interests or operations in Japan. Japan desk is dedicated to addressing the unique accounting, tax, regulatory, and cultural considerations associated with doing business in Japan.
Japan has been consistently remained as one of top investors in the South East Asia region, and recognising the distinct needs of Japanese businesses, our Japan Desk is led by native Japanese who is fluent in Japanese-English and has stayed locally for a number of years, thus he understand both local and Japanese business environment, culture and customs well and is able to leverage our extensive industry knowledge and client services experiences and lead our local professional teams to work closely with Japanese companies to meet the local statutory compliances, resolve business issues, identify and maximum business opportunities, improve efficiency and eventually to achieve your business goals.
日本は、東南アジア地域において、常にトップインベスターの地位を占めています。そして、日本ビジネス特有のニーズには個別対応が必要な ことから、当事務所では日本語と英語に熟達し、かつマレーシアにて長期の実務経験を有する、日本人コンサルタントを配置しています。そし て、日本とマレーシア双方のビジネス環境、文化的特性、商習慣に対する十分な理解のもと、広範囲な業界知識と業務経験を活かし、当事務所 のローカルスタッフと連携し、日本企業向けにプロフェッショナルサービスを提供しています。そのスコープには、法令順守、業務課題の解決、 ビジネス機会の抽出と最大化、効率性改善、そしてその成果としての事業目標の達成に貢献いたします。

In addition, we organises Japanese seminars and publishes Japanese publications and newsletters regularly to ensure Japanese companies stay tune with the updated information which is essential to them to make any business decision promptly.
さらに当事務所では、日本語でのビジネスセミナーや書籍・ビジネスレターなどの定期的な発行を通して、日本企業に最新情報をお届けするこ とで、迅速かつ臨機応変な意思決定をサポートしています。

What We Do 当事務所のサービス

Our Japan Desk provides a diverse spectrum of business solutions and consulting services to Japanese client including:
ジャパンデスクでは、多岐に渡るビジネスソリューションとコンサルティングサービスを提供しています。

Our Japan Desk Services

Audit and Assurance
監査・保証業務(アシュアランス)

Audit services for Japanese companies or subsidiaries of multinational corporations operating in Japan. This involves financial statement audits, internal control assessments, and compliance reviews to ensure adherence to Japanese accounting standards and regulatory requirements.

Offshore Advisory
オフショアアドバイス

Offering guidance and support on offshore financial strategies, structures, and investments. This includes advising on setting up offshore entities, selecting jurisdictions, navigating regulatory requirements, and optimizing tax efficiency. Offshore advisory services help company capitalize on international opportunities while ensuring compliance with relevant laws and regulations.

BPO & Business Advisory
アウトソーシング(BPO)・ビジネスアドバイス

Providing strategic advice and consultancy services to clients seeking to optimize their business performance and achieve their objectives in the Japanese market. This includes conducting market analysis, identifying growth opportunities, developing market entry strategies, and offering insights on industry trends and competitive dynamics. Business advisory services aim to help clients make informed decisions, navigate challenges, and capitalize on opportunities for sustainable growth and success in Japan.

Digital Transformation & Data Analytic
デジタルトランスフォーメーション・データアナリティクス

Providing strategic guidance and practical support to clients in Japan to navigate digital transformation initiatives and harness the power of data analytics. This includes helping companies adopt cutting-edge technologies, such as AI, IoT, and cloud computing, to optimize operations, enhance customer experiences, and gain competitive advantages.

Family Office & Private Client Services
ファミリーオフィス・プライベートサービス

provide personalized financial management, tax planning, estate planning, and lifestyle support for affluent individuals and families in Japan, helping them preserve and grow their wealth while addressing their specific needs and goals.

Financial and Transactions Advisory
財務、買収合併アドバイス

Offering expert guidance and support to clients on financial matters related to transactions and investments in Japan. This includes services such as mergers and acquisitions (M&A) advisory, transaction structuring, valuation, due diligence, financial modeling, and deal negotiation. The team leverages its in-depth knowledge of the Japanese market and regulatory environment to help clients make informed financial decisions and achieve their strategic objectives.

Market Entry Advisory
市場参入アドバイス

Offering specialized guidance and support to clients looking to enter or expand their presence in the Japanese market. This involves providing strategic analysis, market research, and feasibility studies to assess the viability of market entry strategies. Japan desk assists clients in understanding the regulatory environment, cultural nuances, competitive landscape, and consumer preferences in Japan, thereby helping them develop tailored market entry plans and mitigate risks associated with market entry.

Migration Advisory
移転アドバイス

Providing strategic guidance and actionable recommendations to clients on how to reduce, manage, or eliminate risks identified through risk assessments or internal control reviews. This involves developing customized plans and implementing measures to minimize the likelihood or impact of adverse events on the  business operations and objectives.

Risk & Governance Advisory
リスク・ガバナンスアドバイス

Offering specialized expertise and tailored advice to clients operating in Japan on matters related to risk management and corporate governance. This includes providing guidance on identifying, assessing, and mitigating risks specific to the Japanese market, as well as assisting with the development and implementation of robust governance frameworks to enhance transparency, accountability, and compliance with regulatory requirements.

Tax & GST Advisory
税務・GST税アドバイス

Provides tailored solutions to address clients’ specific tax needs, such as corporate income tax, consumption tax, transfer pricing, withholding tax, and tax implications of cross-border transactions.

Transfer Pricing Advisory
移転価格アドバイス

Transfer Pricing Advisory in a Japan desk involves providing specialized guidance and support to clients on managing transfer pricing issues related to their operations in Japan. This includes helping clients navigate Japan’s transfer pricing regulations, ensuring compliance with arm’s length principles, and optimizing intercompany pricing arrangements to mitigate tax risks. The advisory service includes strategic planning, documentation preparation, benchmarking analysis, dispute resolution support, and ongoing compliance monitoring to help clients achieve tax efficiency and minimize transfer pricing-related challenges in their Japanese operations.

US Desk
アメリカデスクサービス

Identification and assessment of risks associated with operating in the US market, and development of strategies to mitigate these risks. This includes risk assessments, internal control reviews, and implementation of risk management policies and procedures tailored to US operations.

Valuation Advisory
事業価値評価アドバイス

Conducting independent valuations, fairness opinions, and financial analysis to support clients in making informed decisions regarding mergers and acquisitions, financial reporting, tax planning, dispute resolution, and strategic investments. The Japan desk’s valuation experts possess in-depth knowledge of Japanese accounting standards, regulatory requirements, market trends, and industry dynamics, enabling them to deliver accurate and reliable valuation assessments tailored to the unique needs and circumstances of clients operating in Japan.

Our Credentials

The Institute of Internal Auditors Malaysia

Corporate Member of TheInstitute of Internal Auditors (IIA) 

Public Company Accounting Oversight Board

Approved and registered under Accounting Oversight Board (PCAOB)

Labuan Financial Services Authority

Approved Auditor of Labuan  Financial Services Authority (Labuan FSA)

Internal Accounting Bulletin

Awarded as Top 20 largest international accounting network by International
Accounting Bulletin.

Why Choose Our Japan Desk Services?

Tailored Expertise for Japan Market Entry

Benefit from specialized expertise in Japanese accounting, taxation, and regulations, ensuring a smooth market entry tailored to Japan’s unique business environment.

Access to Key Networks and Partnerships

Gain access to our extensive networks and partnerships in Japan, accelerating your expansion efforts and opening doors to new opportunities.

Comprehensive Risk Management Solutions

Mitigate risks associated with Japan market entry, including regulatory compliance and cultural nuances, with our tailored risk management solutions.

Streamlined Service Delivery and Support

Enjoy streamlined access to a wide range of specialized services through our dedicated Japan Desk team, ensuring efficiency and convenience in meeting your business needs.

Frequently Asked Questions (FAQ) about Japan Desk Services

Japan Desk is a specialized service unit designed to support Japanese companies and individuals in Malaysia, offering a range of services tailored to their specific needs.

Japan Desk services typically include business consulting, market entry support, legal and regulatory advice, tax and accounting services, human resources support, translation and interpretation, and cultural training.

Japanese businesses looking to expand or establish operations in Malaysia, as well as Japanese expatriates and their families needing assistance with relocation and settling in.

Japan Desk provides market research, feasibility studies, entry strategy development, assistance with regulatory compliance, and introductions to local business networks and partners.

Japan Desk provides recruitment support, HR policy development, employee training programs, and advice on labor laws and employment practices in Malaysia.

Japan Desk staff typically speak Japanese, English, and Malay, ensuring effective communication and support for Japanese clients in Malaysia.

The benefits include expert guidance tailored to Japanese businesses, seamless integration into the Malaysian market, enhanced cultural understanding, and comprehensive support for all business needs.

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US Desk

US Desk Featured

US DESK

Thinking of going listed aboard on US Stock Exchange for either a better valuation and liquidity or gateway to international market to leverage global growth?
Thinking of going listed aboard on US Stock Exchange for either a better valuation and liquidity or gateway to international market to leverage global growth?

Our US Desk has been setup to support and facilitate those Asia-based companies interested in going listed aboard on US Stock Exchange.

Our US Desk is well connected with our member firms or strategic partners throughout the US to act as a single point of contact to manage your cross-border projects in direct coordination with your team and assist your IPO path to success in US.

What We Do

Our expertise include:
  • US GAAP Reporting including the Preparation of SEC Form, Quarterly Announcement and Annual Financial Statement in accordance with
    US GAAP Financial Reporting Framework;
  • Identifying Key Differences Between IFRS and US GAAP and Converting IFRS to US GAAP and Assisting in the Calculation of Necessary
    Adjustments;
  • Preparing Interim or Annual US GAAP and SEC Disclosure Checklist and Management Analysis and Discussions;
  • US GAAP Technical Accounting Memorandum on Complex and Unusual Accounting Transactions;
  • SOX (Sarbanes Oxley) Reporting including the setting up of COSO Framework to Address Major Elements of Internal Controls such as
    the Control Environment, Risk Assessment, Control Activities, Information/Communication, and Monitoring Activities to meet the
    requirements of 404a – Management’s Responsibility for Establishing and Maintaining Adequate Internal Control For Financial Reporting
    or 404b – Independent Auditor’s Responsibility for Attesting to and Reporting on Management’s Assessment of Internal Control.
  • Introducing and Pitching a Target Companies to Potentially Match with a Right SPACs (Special Purpose Acquisitions Companies) for
    Acquisition and Merger.
  • American National Standard Business Valuation by Certified Valuation Analyst (CVA) of National Association of Certified Valuators and
    Analysts (NACVA) for the purpose of Financial Reporting, Initial Public Offering (IPO), Mergers & Acquisitions (M&A) and SPACs.

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Advisory Featured Ideas & Insights Publications

Why Considering Outsourcing as You Have Bigger Fish to Fry

Why Considering Outsourcing as You Have Bigger Fish to Fry

Why Considering Outsourcing as You Have Bigger Fish to Fry

You might have more important business strategies to execute – “bigger fish”, by outsourcing business processes, it can help to redeploy your valuable resources towards “bigger fish” to achieve your strategic goals and objectives.

Why You Should Consider Staff Placement Services

Why considering staff placement services? Today the business is dynamic, you might want to fully redeploy your human resources towards a more important business task to achieve your strategic goals and objectives, by leveraging our highly skills and experienced human resources to assist your organisation’s statutory compliance, you can focus on your operation in more efficient and effective way.

We have pool of professional staff with knowledge, experience and expertise to assist your internal fuction (i.e accounting, administrations, human resources etc.). We are able to assign our professional staffs to your office for a certain period as per your business needs. Our staff placement services will help you in the following situations:-

  • You need temporary replacement after your staff has resigned;
  • You need professional and experience staff to clear accounting backlogs and get your accounts updated;
    • unidentified and unmatched trade spend and goods return
    • long outstanding and accumulated suspense, clearing, other debtors and creditors account balances,
    • bank statement reconciliation or monthly/annual accounts.
  • You are facing peak period which is temporary in nature (e.g annual budgeting, rapid expansion etc) and need extra hands to expedite the process;
  • Your existing staff participate in special projects (such as restructuring, merger, acquisition, listing exercise, system migration etc) and require temporary helping hands to focus on routine functions;
  • Your existing staff are on long leave due to illness, personal reasons or temporary re-assignment;
  • You need highly skills, experience professional and reliable staff that will always ensure your organisation are in full compliance with regulatory requirement in an accurate and timely mannerly;
  • You are at early stage companies and rarely require full-time accounting employees for accounting task as the worload is small.

What Benefits Our Staff Placement Services to Your Business

  • Redeploy your valuation human resources to a more important business task to achieve your business strategic goals and objectives;
  • Minimum re-training costs on the changes of GST/VAT, Accounting Standards and other relevant regulation and acts;
  • Lower your fixed costs on maintaining a pool of compliance teams; and
  • Lower recruitment costs on hiring your compliance team;

What We Do

  • Accounting Services and Function
  • Payroll Services and Human Resource Administration
  • Outsourcing CFO Functions
  • Compilation of Unaudited Financial Statement
  • Preparation of filing XBRL (Extensible Business Reporting Language)
  • Provision of Treasury Functions
  • Executive Recruitment and Search

Why ShineWing TY TEOH

  • Our staff strength combine Singapore, Malaysia, UK, and Australia Chartered Accountants;
  • More than 150 experienced accounting professionals who bring the different set of technical skills and expertise and with different industry experiences;
  • Strong track records, e.g. delivered more than 10,000 financial report;
  • Experienced in handling BPO in different countries’ governing law and jurisdiction.

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Featured Ideas & Insights Publications Tax

Why Labuan?

Why Labuan

Why Labuan?

If your business models may optimise use of offshore structure, so why might an onshore investment if it carries lesser advantages as compared to offshore investment? The Labuan company is only taxed at 3% on its audited profit.

TAX BENEFITS

1. Corporate Tax 3%

The Labuan Business Activity Tax (Requirements for Labuan Business Activity) Regulation 2021 has been gazetted on 22 November 2021 and are deemed to have come into operation on 1 January 2019, a Labuan company carrying on a Labuan business activity is only subject to tax at the rate of 3% of net profit PROVIDED that it has fulfilled the requirement of the number of full time employees and an amount of annual operating expenditure as specified in the Schedule below:
Labuan Company Carrying on a Labuan Business Activity
Minimum Number of Full Time Employees in Labuan
Minimum Amount of Annual Operating Expenditure in Labuan (RM)
Labuan Insurer, Labuan reinsurer, Labuan takaful operator or Labuan retakaful operator

3

200,000

Labuan underwriting manager or Labuan underwriting takaful manage
4

100,000

Labuan insurance manager or Labuan takaful manager
4
100,000
Labuan insurance broker or Labuan takaful broker

2

100,000

Labuan captive insurer or Labuan captive takaful –
  1. Labuan first party captive insurer or Labuan first party captive takaful; or
  2. Labuan third party captive insurer or Labuan third party captive takaful.

2

2

100,000

100,000

Labuan bank, Labuan investment bank, Labuan Islamic bank or Labuan Islamic investment bank

3

200,000

Labuan trust company

3

120,000
Labuan leasing company or Labuan Islamic leasing company
  1. 10 or less related Labuan leasing companies or Labuan Islamic leasing companies;
  2. 11 to 20 related Labuan leasing companies or Labuan Islamic leasing companies;
  3. 21 to 30 related leasing companies or Labuan Islamic leasing companies;
  4. More than 30 related Labuan leasing companies or Labuan Islamic leasing companies

2 per group


3 per group

 

4 per group


Increase of 1 employee for every additional 10 related companies or Labuan Islamic leasing companies;

100,000 for each Labuan leasing company or Labuan Islamic leasing companies;
100,000 for each Labuan leasing company or Labuan Islamic leasing companies;
100,000 for each Labuan leasing company or Labuan Islamic leasing companies;
100,000 for each Labuan leasing company or Labuan Islamic leasing companies;

Labuan credit token company or Labuan Islamic credit token company

2

100,000
Labuan development finance company or Labuan Islamic development finance company

2

100,000

Labuan building credit company or Labuan Islamic factoring company

2

100,000
Labuan factoring company or Labuan Islamic factoring company

2

100,000

Labuan money broker or Labuan Islamic factoring company

2

100,000
Labuan fund manager

2

100,000

Labuan securities license or Labuan Islamic securities license

2

100,000
Labuan fund administrator

2

100,000

Labuan company management
  • provision of treasury processing services and such other services as defined in Section 129 of the Labuan Financial Services and Securities Act 2010.

2

100,000

Labuan International Financial Exchange

2

120,000

Self-regulatory organisation or Islamic self-regulation organisation

2

120,000
Labuan entity that carries on any one or more of the following business activity:
  1. administrative services – services pertaining to employee management, payroll management, property management, human resource management, financial planning, contract or subcontract management, facilities management or proposal management.*
  2. accounting services – services pertaining to recording, analysing, summarizing or classifying financial, commercial and business transactions and information of a person or business.*
  3. legal services
    i. conveyancing services*
    ii. legal advisory services*
    iii. litigation or legal representation services in any proceedings before any court, tribunal or other authority
    iv. legal dispute resolution services including alternative dispute resolution.
  4. backroom processing services – services relating to settlements of receivables and payables, clearance, record maintenance, regulatory compliance or information technology (IT) related services which are usually performed by administration and support personnel who do not deal directly with client.
  5. Payroll services – services relating to
    i. processing, calculation, payment and deduction of remuneration, benefits, tax and statutory payment
    ii. issuance of payslip and tax statement
  6. talent management services – services relating to the provision of human resource services to attract, onboard, develop, motivate, and retain employees.*
  7. agency services – services relating to the provision of specific services on behalf of another group, business, or person pursuant to an agency agreement between the agent and its client.*
  8. insolvency related services – services related to administering company liquidations or winding up or personal bankruptcy.*
  9. management services other than Labuan company management under item 17
    – organization and coordination of activities of a business in order to provide services to the clients and usually consist of organizing, supervising, monitoring, planning,controlling and directing business’s resources such as human, financial and technology*
*As per Frequently-Asked Questions (FAQ) on Labuan Business Activity Tax (Requirements for Labuan Business Activity) Regulations 2021 [P.U. (A) 423/2021] issued by Labuan Financial Services Authority (LOFSA) dated 14 December 2021.*

2

50,000

Labuan entity that undertakes investment holding activities other than pure equity holding activities

1

20,000

Labuan entity that undertakes pure equity holding activities
Exempted under the Labuan Business Activity Tax (Exemption) Order 2020 [P.U (A) 177/2020]

20,000

Management And Control Requirement For Labuan Entity That Undertakes Pure Equity Holding Activities

Regulation 3, The Labuan Business Activity Tax (Requirements for Labuan Business Activity) Regulation 2021 which is deemed to have come into operation on 1 January 2021, requires the above mentioned company to comply with the following:
  1. meeting of the board of directors is convened in Labuan at least once a year;
  2. the registered office of the Labuan entity shall be situated in Labuan;
  3. the secretary of the Labuan entity appointed under the Labuan Companies Act 1990 shall be resident in Labuan;
  4. the accounting and business records including the minutes of meeting of the Labuan entity’s board of directors shall be kept in Labuan;

Income derived from intellectual property rights is subject to tax at the rate of 17% or 24% under Income Tax Acts 1967(“ITA”)

With effect from 1 Jan 2019, under Income Tax (Deductions Not Allowed for Payment Made to Labuan Company by Resident) Rules 2018 (Amendment) 2020, the following type of payments made to a Labuan Entity by a company resident in Malaysia are not entitled to a tax deduction:

Type of payment
Minimum Amount of Annual Operating Expenditure in Labuan (RM)
Interest payment
25%
Lease rental
25%
Other payments
97%

2) 0% ON SERVICE TAX AND 6 % ON IMPORTED SERVICE

No service tax shall be charged on any taxable service provided within or between Special Areas and Designated Areas unless on the taxable services prescribed in the Service Tax (Imposition of Tax for Taxable Service in Respect of Designated Areas and Special Areas) Order 2018.

3) 0% ON WITHHOLDING TAX

There is no withholding tax on dividends paid by a Labuan Company in respect of dividends distributed out of income derived from Labuan business activities or income exempt from income tax. Interest, royalties, lease rental, technical fee and management fees paid to a non- resident are not subject to withholding tax.

4) 0% ON STAMP DUTY

This may include but not limited to transfer of share, etc.

5) 100% EXEMPTION OF DIRECTOR’S FEE RECEIVED BY NON-CITIZENS INDIVIDUAL

6) DOUBLE TAXATION AGREEMENT (DTA) WITH MORE THAN 70 COUNTRIES

Labuan Company enjoys the benefits of more double taxation treaties than any other offshore company as it almost enjoys same full double taxation benefit as Malaysia company except for fourteen (14) of those 78 countries, and it can enjoy full treaty benefit even with those fourteen (14) countries by incorporating a Malaysian domestic subsidiary company.

Malaysia has entered into Double Taxation Agreements with various countries as follows:-
Double Taxation Agreements-01
^ Limited Agreements
# Income Tax Exemption Order
@ Synthesized text
Currently, Labuan has been specifically excluded from Double Taxation Agreement with the countries as follows:-
Double Taxation Agreements-02

7) LIBERAL LABUAN EXCHANGE CONTROL ENVIRONMENT – FREE FLOW OF FUNDS

8) INVESTMENT PROTECTION AGREEMENT (IGA) WITH MORE THAN 50 COUNTRIES

9) THE CONFIDENTIALITY OF COMPANY, SHAREHOLDER AND DIRECTORS’ INFORMATION IS ENSURED

10) LABUAN COMPANY VS BVI COMPANY

Labuan Company
BVI Company
Labuan is low-tax jurisdiction country.
BVI is tax-free jurisdiction country.
Comparison

Certain home country may impose the income tax law on incomes deriving from offshore, if they have not been taxed offshore, particularly, when they are remitted back, this may appy to BVI Co but not Labuan Co as it pays minimum tax.

Labuan Co enjoys more than 70 countries’ double tax treaties (DTAs).

BVI enjoys only 2 countries’ (Japan and Switzerland) double tax treaties (DTAs), and these treaties are not used in practise.

Dividend declared from Labuan Co to Malaysia is free of tax.

Dividend declared from BVI co may subject to income tax.

Note: If the company is Non-Malaysian Co, the tax exemption will depend on each home country’s law jurisdiction and its double tax treaties with Malaysia.

No withholding tax on interest payment.

BVI has applied the European Union (EU) Savings Directive since 1 July 2005. A withholding tax (initially 15%, rising to 20% from 1 July 2008) has been applied to interest payments to natural persons resident within the EU.

Labuan has its registered auditor under its jurisdiction. The income tax payable is allowed to base on the audited profit, the source of income is cleared for reinvestment or dividend purpose, once it is paid.

BVI has no registered auditor under its jurisdiction.

ILLUSTRATIONS ON LABUAN COMPANY STRUCTURE

1) Labuan Leasing Company or Labuan Islamic Leasing Company

Suitable Industries

  • Vessel, aircraft, shipping, oil & gas, high value assets co.

Tax Advantages

  • Income tax is only 3% of net profit
  • Dividend income received by Labuan Co is exempted from tax.
  • No withholding tax on dividend declared And lease rental made by Malaysian subsidiaries or 3rd Party Malaysian Co.
why labuan graph

2) Investment Holding Company

Suitable Industries :

  • Investment holding or offshore investment.

Tax Advantages

  • Dividend income received by Malaysian Parent Co(1)  or Labuan Co is exempted from tax.
  • No withholding tax on dividend declared by Labuan Co to either Malaysian or Foreign Parent Co.
  • No withholding tax on interest charged by Malaysian or Foreign Parent Co to Labuan Co.
  • No Capital Gain Tax and stamp duty for the transfer of shares in Labuan Co, e.g. dispose the investment in Foreign Manufacturing Co by selling Labuan Co.
  • Enjoys double tax treaties with more than 70 countries via a Labuan Co.
why labuan graph-2

3) Captive Insurance

Suitable Industries :

  • Captive Insurance

Tax Advantages

Income tax is only 3% of net profit

  • Dividend income received by Malaysian Parent Co(1) is exempted from tax.
  • No withholding tax on dividend declared by Labuan Captive Insurance Co.
  • Enjoys double tax treaties with more than 70 countries via a Labuan Co.
why labuan graph

4) Offshore Financing

Suitable Industries :

  • Fund managers

Tax Advantages

  • Income from investment is exempted from tax for Labuan Co.
  • Dividend from Labuan Co is exempted from tax.
  • No withholding tax either on dividend declared by or interest charged from Labuan Co to Labuan Funds.
  • Distribution from Labuan Funds to investors is not subject to withholding tax.
  • Enjoys double tax treaties with more than 70 countries via a Labuan Co.

Other Advantages

  • Lower cost of funds.
  • Liberal Labuan exchange control environment.
  • Debt instruments of Labuan Co may be listed.
Investment Funds 投资基金
why labuan graph-4
Islamic Financing 伊斯兰融资
why labuan graph-5

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Labuan GIFT Programme for International Commodity Trading

Labuan GIFT Programme

Labuan GIFT Programme for International Commodity Trading

GIFT Programme provides tax rate of 3% on qualifying income to increase its competitiveness as a centre for international trading companies.

Background

The Global Incentives for Trading (GIFT) Programme is tax incentives to encourage the traders to use Malaysia as an international base for specified types of commodities to be conducted on in, from or through Labuan, Malaysia.
Global Incentives For Trading (GIFT) Programme
Eligibility Entities
  1. Labuan Entities licensed as a Labuan International Commodity Trading Company (LITC).
  2. Traditional commodities such as petroleum and petroleum-related products. The specified trading of physical products and related derivative are as follows:-
    • Petroleum and petroleum-related products (including liquefied natural gas (LNG);
    • Mineral;
    • Agricultural products;
    • Refined raw materials;
    • Chemicals;
    • Base minerals; and
    • Coal.

Incentive Commitment

  1. Minimum annual turnover of USD 50 million;
  2. Substantial Activity Requirements for Labuan International Commodity Trading Company (LITC) under the GIFT Programme :-
Labuan Entities Annual operating expenditures
Labuan International Commodity Trading Company.

  1. 5 or less related LITC companies.
  2. Every incremental of 5 related LITC companies.
 RM3,000,000 (USD 750,000) per entity in Malaysia (including minimum of RM100,000 (USD 25,000) in Labuan).

RM3,000,000 (USD 750,000) per entity in Malaysia (including minimum of RM100,000 (USD 25,000) in Labuan).

Local business spending including:
  • Freight charges
  • Bank charges
  • Commissions
  • Depreciations
  • Entertainment
  • Insurance costs
  • Professional fees
  • Rental of office space
  • Skills development fund
  • Telecommunications
  • Transport and travel
  • Utilities
  • Warehousing and storage fees
  • Manpower costs
  • Office maintenance
Labuan Entities Minimum number of full time employees in Labuan
Labuan International Commodity Trading Company.

  1. 5 or less related LITC companies.
  2. Every incremental of 5 related LITC companies.


2 staff per group.

Increase of 1 employee for every additional 5 LITC companies.

c. To employ at least three (3) professional traders who are tax residents of Malaysia.

Operational Requirements

LITC to have the following functions (but not limited to) in Malaysia:
  1. Strategic management;
  2. Banking;
  3. Finance and treasury management;
  4. Risk management;
  5. Market research and product portfolio development;
  6. Logistics management;
  7. Global procurement;
  8. Marketing and sales planning.
Location for consideration
Operating and/or marketing office can be based anywhere in Malaysia.
Incentives
  1. 3% on audited chargeable profits;
  2. 100% tax exemption on director fees paid to a non-Malaysian director;
  3. 50% tax exemption on gross employment income of non-Malaysian professional, managerial including traders with LITC;
  4. Tax exemption on dividends received by or paid from the LITC;
  5. Tax exemption on royalties received from the LITC;
  6. Tax exemption on interest received by residents or non-residents from the LITC;
  7. Stamp duty exemption on all instruments for Labuan business activities, M&A of Labuan entities and transfer of shares;
  8. No sales tax and service tax;
  9. The non-deductability rules under P.U (A) 375/2018 dated 31st December 2018 is not applicable to transactions between LITC and Malaysian resident (subject to fulfillment of the tax substantial activity requirements).

Setting up LITC Company

  1. Apply licence with Labuan FSA*
  2. Approval from Labuan FSA* obtained
  3. Incorporation of LITC
  4. Commence business

Comparision Between Labuan Gift Programme Vs Singapore Global Trader (GTP) Programme

GIFT (MALAYSIA)
GTP (SINGAPORE)
Incentives
3% on audited net profit. No renewal is required, provided that the Substances Regulations for LITC are met.
Reduced corporate rate of 5% – 10% on qualifying trading income for renewable period three (3) to five (5) years.
Qualifying commodities and products:-
  1. Petroleum and petroleum related products, including liquefied natural gas (LNG);
  2. Mineral;
  3. Agricultural products;
  4. Refined raw materials;
  5. Chemicals;
  6. Base minerals; and
  7. Coal.
  1. Electronic and electrical products;
  2. Consumer products;
  3. Building and Industrial materials;
  4. Industrials products;
  5. Energy commodities and products;
  6. Agricultural commodities and bulk edible products;
  7. Minerals;
  8. Machinery components

Physical trade that qualify under GTP:
  1. Trans-Shipment Trade;
  2. Offshore Trade;
  3. Re-Export Trade (only the non- value added portion of the trades qualify).
Business transactions
Allowed to have transactions with Malaysians for petroleum and petroleum-related products.
Transactions are only those with offshore parties or other GTP companies.
Operation cost
Lower cost of operation, wages and rental.
High cost of operation, wages and rental.
Location
All States in Malaysia, including Iskandar Malaysia
Singapore

Requirements

  1. Minimum annual turnover of USD50 million;
  2. Annual operating expenditures of RM3 million (USD 750,000) payable to Malaysian residents in Ringgit Malaysia;
  3. Minimum 3 professional traders who are tax residents in Malaysia.
  1. Minimum annual turnover of USD100 million;
  2. Minimum local expenditure of SGD $3million (USD 2.3million); and
  3. Minimum 3 trading professional employed which involved in one of the following sectors: risk management, procurement/sourcing or sales and marketing.
Who can apply
Any person who intend to establish a Labuan entity to undertake international commodity trading business.
Well-established players engaged in international physical trading on principal basis and have substantial operations in Singapore and meet stringent quantitative criteria, including employment and local expenditure.

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Why Labuan Foundation is Best Choice in Asia as Private Wealth Management Vehicle?

Why Labuan Foundation

Why Labuan Foundation is Best Choice in Asia as Private Wealth Management Vehicle?

Labuan Foundation is probably one of the Best Choices in Asia as your wealth management vehicle.

Labuan Foundation is probably one of the Best Choices in Asia as your wealth management vehicle. While there are 21 jurisdictions worldwide which have Foundation Acts to govern wealth management activities, Labuan which is governed by the Labuan Foundation Act 2010, remains the ONLY jurisdiction in Asia. As such, your assets are protected under its own jurisdiction from the local or foreign claims and cannot be liquidated forcefully.

 

Labuan Foundation has other Silent Features as private wealth management vehicle as below:

Labuan Company Carrying on a Labuan Business Activity
  • A corporate body with a separate legal entity
  • Provided by the Labuan Foundations Act 2010
  • Established to manage its own property for any lawful purpose, be it for charitable or non-charitable purposes
Structure (Example)
Why Labuan Foundation-Structure

Control

Founder has extensive control.

Confidentiality

End beneficiaries is anonymous.

Capital Transfer

No capital requirements. Minimum endowment of USD1.00 as an initial asset at time of establishment.

Nationality

No requirement for founder/councillor.

Appeal Against Transfer By Creditors

Only within the first two years of registration.

Appeal Against Inheritance Provisions

No appeal possible because of foreign laws.

Foreign Claim Or Judgment

Unenforceable

Rights And Powers Of A Founder

Enshrined via the charters.

Holding Of Malaysian Assets For Non-charitable Foundations

May hold with Labuan FSA’s approval.

Involvement Of Corporate Body

Allowed to be appointed as :

  • Founder
  • Council (Can be natural person or a corporation)
  • Officer (Can be natural person or a corporation)
  • Beneficiary

Duration

Fixed or perpetual.

Dissolution

Assets returned to designated party.

Ownership Of Foundation’s Asset

Beneficiary has no legal or beneficiary ownership over the foundation’s asset.

Taxation On Income

Under Income Tax Act 1967 if include Malaysian property.

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International Pre IPO and IPO (Initial Public Offering) Advisory

International IPO

INTERNATIONAL PRE IPO AND IPO (INITIAL PUBLIC OFFERING) ADVISORY

Think of going public aboard if it would have resulted in a better share liquidity and a higher company valuation?
global standard of sustainability

Why You Should Go Public Listed Abroad?

  • Better valuation and liquidity
  • Gateway to Mainland China
  • Leveraging Mainland China’s growth
  • Well-established legal system
  • Various acceptable accounting standards
  • Sound regulatory framework
  • Free flow of capital and information
  • Advanced clearing and trading infrastructure

Pros and Cons of going On PUBLIC Listing

Pros

  • Opportunity for capital growth and new financing
  • Enlargement of shareholder base
  • Increase of shares marketability
  • Realisation of capital gains
  • Diversification of personal portfolios
  • Enhancement of corporate profile
  • Increase of corporate transparency
  • Improvement of employee incentive and commitment
  • Increase of directors’ fiduciary responsibility

Cons

  • Decrease in controlling power over the company and the need to share success with public shareholders
  • Loss of privacy of company and management
  • Time cost and initial IPO expenses during listing
  • Continuing obligations after listing
  • The need to meet shareholders’ expectation (including public minority shareholders)
  • Increase of directors’ fiduciary responsibility

Preparatory Work for ipo (initial Public Offering) Listing

Before Listing During Listing
Determine the proposed listing business or scope of the entity.
Form an internal team responsible for listing.
Plan for restructuring of the listing group.
Appoint external professional parties.
Introduce strategic investors.
Prepare and submit listing documents.
Decide to go listed or seek other forms of fund raising.
Respond to questions raised by SEHK regarding the listing documents.
Estimate the amount of funds raised through listing.
Attend listing hearings and get the approval for listing from the Listing Committee.
Determine the proposed listing business or scope of the entity.
Form an internal team responsible for listing.
Plan for restructuring of the listing group.
Appoint external professional parties.
–
Arrange press conference and roadshow.
–
Issue prospectus.

IPO Listing Process

International IPO Listing
How Has Business Registration Changed-1
Global Standard of Sustainability Reporting

Parties Involved in Listing

  • Sponsors
  • Company’s legal advisors as to Hong Kong law
  • Company’s legal advisors as to law of place of registered office
  • Legal advisors as to law of place of registered office
  • Legal advisors of sponsors and brokers as to Hong Kong law
  • Legal advisors of sponsors and brokers as to law of place of registered office
  • Reporting Accountants
  • Tax advisors
  • Valuers
  • Internal control consultants
  • Third-party industry experts
  • Printers (including Chinese and English translation)
  • Public relations firms
  • Share registrars
  • Receiving banks

Major Component of IPO Listing Expenses

  • Lawyers’ fees (including sponsors’ legal advisors, company’s legal advisors as to Hong Kong law and law of place of registered office)
  • Underwriting commission
  • Sponsors’ fees
  • Reporting Accountants’ fees
  • Internal control consultant fees
  • Public relations and roadshow fees
  • Printing fees
  • Valuer’s fees
  • Application fees to HKEX
  • Others
Set Up Payment Roll For Your New Business-1
Guide to Incorporating a Company-2

Key Areas that Management Have to Consider before going public

  • What due diligence procedures are needed?
  • How long does the listing process take?
  • What are the impacts of a private company turning into a listed company?
  • The commitments and responsibilities of the senior management?
  • Does management have sufficient knowledge and experience to manage a listed company (e.g. comply with the requirements of corporate governance and internal controls)?
  • Is it necessary to increase internal resources to cope with the listing process?
  • What is the optimal capital structure?

Common Problems During IPO Listing

Corporate Structure or Business Issues

  • Determination of the assets, businesses or entities to be included in the listing group
  • Restructuring of the human resources, management, finance and information technology systems
  • Handling of competing businesses
  • Handling of related party transactions
  • Assets valuation
  • Handling of the minority shareholders’ interests

Taxation Issues

  • Review of tax compliance
  • Feasibility of tax planning
  • Handling of the tax of employees’ warrants
  • Contact with tax authorities to confirm corporate tax status and resolve tax disputes
  • Review of the adequacy of the group’s tax reserves, e.g. land appreciation tax, corporate income tax in the business domicile, value added tax, deferred income tax, profits tax in Hong Kong, etc.

Accounting Issues

  • Revenue recognition
  • Cut-off problem of sales and purchases
  • Consolidation of financial statements of listing entities
  • Retirement benefits of employees
  • Depreciation and impairment of fixed assets
  • Capitalisation of interests
  • Valuation and amortisation of intangible assets
  • Bad debts of accounts receivables and other receivables
  • Existence and completeness of inventory records
  • Accounting for financial instruments
  • External guarantee
  • Accounting for leasing contracts
  • Accounting for government grants and subsidies
  • Qualified opinions in track record period statutory audit reports
  • Unrecorded liabilities
  • Accounting for listing expenses

Legal Issues

  • Restructuring of the listing group
  • Treatment and disclosure of legal issues and non-compliance issues for the listing group in track record Period
  • Legal titles of assets
  • Litigation and related compensations

Continuing Obligations after Listing

Upon listed, the listed company must strictly comply with the Securities and futures Ordinance and the Listing Rules to provide the public with accurate information on timely basis. The major requirements include:

signing a cheque
  • Disclosure of Inside Information
  • Financial Disclosure
  • Notices, Announcements and Circulars
  • Notifiable Transactions
  • Assets valuation
  • Connected Transactions
  • Corporate Governance Report
  • Environmental, Social and Governance Report

Corporate Teams after IPO Listing

  • Compliance Advisor
  • Company Secretary
  • Qualified Accountant
  • Authorised Representatives
  • Remuneration Committee
  • Audit Committee
  • Authorised Representatives
representing clients in meeting

Our IPO Professional Services

Pre-ipo listing

  • Assess whether the company meets the listing requirements and discuss the potential listing problems
  • Discuss the financial and accounting matters regarding the company’s restructuring
  • Discuss the financial and accounting matters regarding the company’s fund raising strategies and channels
  • Discuss the regulatory requirements and the listing process of IPO
  • Discuss the company’s basic accounting policies, preparation of financial statements, consolidation process, etc.
  • Discuss the company’s financial budget mechanism and guide based on its business development strategy
  • Disclosure of related parties transactions
  • Discuss pre-IPO capital restructuring or dividend distribution to realize the optimal composition of assets and liabilities
  • Provide internal control review services, review and assist in establishing internal control procedures on financial reporting processes
  • Provide corporate training and recommendations on improving internal control environment and procedures
  • Provide recommendations on compliance processes
  • Provide tax services and recommendations, including tax audits, tax restructuring, tax planning, etc.

DURING ipo listing

  • Prepare Accountants’ Report of the track record period, in accordance with IFRS or HKFRS and the Listing Rules of HKEX
  • Provide general assistance to the company’s sponsors, legal advisors and underwriters in the role of reporting accountants regarding the preparation of prospectus (including attending the meetings for drafting and planning, helping to review, submitting the required information and handling other matters as instructed)
  • Review the unaudited pro forma financial information
  • Review the statement of indebtedness prepared by the company
  • Review the profit and cashflow forecast prepared by the company
  • Assist the sponsors in solving queries from the regulatory authorities
  • Review the accounting policies and calculation methods adopted by the company in profit forecast
  • Comment on internal control review and corporate governance

post ipo listing

  • Act as an auditor and provide audit services
  • Review the company’s transactions in capital market such as rights issues and major acquisitions and act as reporting accountants for mergers and acquisitions or other projects
  • Review on the disclosure of the company’s financial results regularly
  • Advice on the latest updates on Listing Rules, accounting standards, financial reporting, corporate governance and other regulatory matters
  • Review the company’s internal controls and corporate governance regularly, and provide recommendations for improvement
  • Assist in the preparation of environmental, social and governance report

CRITERIA AND REQUIREMENTS OF IPO LISTING

Note: For the Listing Criteria and Requirements on Hong Kong Stock Exchange, Singapore Stock Exchange, NYSE, NASDAQ, OTC, Australia Stock Exchange, London Stock Exchange, Borse Frankfurt Stock Exchange and Taiwan Stock Exchange, please refer to PDF.

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