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Advisory Featured Ideas & Insights Publications

Mergers & Acquisitions

Mergers & Acquisitions

ShineWing provides M&A advisory services for international clients in domestic and cross-border transactions. We offer comprehensive one-stop service at every stage of the transaction, tailored to the specific needs of different types of clients.

M&A Advisory Services

In the fast-changing global business environment, corporates nowadays face more formidable challenges than before in mergers or acquisitions. ShineWing focuses on the needs of corporates and helps clients to effectively navigate complexities throughout the transaction lifecycle, so as to achieve your objectives of overseas market development and business expansion.

ShineWing provides M&A advisory services for international clients in domestic and cross-border transactions. We offer comprehensive one-stop service at every stage of the transaction, tailored to the specific needs of different types of clients.

Transaction Process

1. Transaction Planning Stage

At the early stage of the transaction, we can provide our clients with timely and comprehensive recommendations and devise the best and effective solutions customised for you, helping you to capitalise on opportunities. Our professional services include, but are not limited to:

  • Identify M&A target or joint venture partner both locally and internationally
  • Conduct thorough investigation of the target
  • Develop the plan for market entry and evaluate project feasibility
  • Formulate M&A strategies

2. Transaction Execution Stage

Regardless of the size and complexity of the transaction, ShineWing can provide all-round advice on transaction negotiation and execution, helping clients to realise the best value. Our professional services include, but are not limited to:

(i) Financial and Tax Due Diligence

To minimise the risks associated with the accounting and tax issues of the transactions, ShineWing performs in-depth due diligence.

 

Financial Position

  • Understand shareholding structure
  • Analyse the structure and trends of profitability and costs
  • Analyse assets and liabilities in detail
  • Assess drivers behind profits and cash flows
  • Conduct an integrated analysis of the target’s financial condition, capital structure, business performance and potential

 

Tax Position

  • Identify financial and tax issues, and provide recommendations on mitigation
  • Advise on M&A tax structuring

 

Risk Control

  • Perform sensitivity analysis of revenue projections
  • Highlight key success factors and risk factors
  • Analyse the solutions to the related risks

(ii) Valuation

  • Carry out comprehensive valuation of businesses and assets of the target
  • Adjust purchase price based on the valuation result
  • Review the target’s financial model
  • Assess the rationale of the assumptions
  • Apply appropriate methodologies based on the nature of the deal
  • Provide independent and objective views on valuation

(iii) Deal Advisory

  • Act as the financial advisor to the buy side or sell side
  • Formulate deal negotiation strategy and manage the transaction process
  • Organise meetings and support deal negotiations
  • Devise and build efficient transaction structures
  • Coordinate with different professional services providers on due diligence
  • Assist in seeking government authority approval
  • Assist in the preparation of Sales and Purchase Agreement and develop the financial and commercial terms for the transaction

(iv) Commercial Due Diligence

Commercial due diligence focuses on conducting extensive and in-depth analysis of the target and collecting opinions from industry experts.

 

Market and Regulatory Environment

  • Evaluate market size and growth drivers
  • Analyse demand, supply and the elasticity of price change
  • Review government regulations and industry policies
  • Review regulatory risks and recommend risk mitigation strategies

 

Suppliers and Customers

  • Review the target’s supplier selection criteria
  • Evaluate the quality of the target’s customer base and growth potential
  • Assess the value proposition to customers and identify any unmet needs

 

Competitors

  • Define the competitive environment in which the target operates and the competitive intensity
  • Analyse the market share of the competitors

 

Target

  • Assess the business plan and growth strategy of the target
  • Evaluate management capability

3. Post-Transaction Stage

ShineWing can also help clients with the post-merger integration and optimisation. We provide various kinds of follow-on services and help you to build sound and effective management systems according to your needs. Our professional services include, but are not limited to:
  1. Corporate Structure
    Review the corporate structure and develop an effective strategy for integration or restructuring.
  2. Risk Management and Internal Control System
    Devise risk management and internal control policies for the parent company and the new entity, and set up consistent and transparent systems.
  3. Accounting Systems and Financial Reports
    Establish standardised accounting systems and apply unified accounting policies and procedures to the financial reports.
  4. Information System
    Integrate information management systems, with emphasis on management effectiveness of smooth operation.
  5. Human Resources
    Develop proper human resources solutions for the newly merged company, such as employee retention plan, performance and pay structure and human resources integration programme.
  6. Subsidiaries Management
    Establish effective management framework for subsidiaries, with emphasis on the enterprise management system and financial system of the subsidiaries.

Our Credentials in M&A Advisory Services

Over the years, our professional teams have accumulated a wealth of experience in different industries. We can provide all-round support throughout the transaction for clients spanning a range of sectors all over the world, focusing on the unique characteristics and needs of each industry.

 

The areas where ShineWing has been involved in cross-border M&A deals:

 

North America

  • A Hong Kong listed company acquired a resort in Canada
  • One of the global largest independent investment management firms invested in an environment technology company in the United States

 

South America

  • A chemical engineering company in Chile acquired a supplier in China

 

Europe

  • A leading digital map provider in China acquired a provider of automotive navigation services in Holland
  • The largest footwear manufacturing group in Germany sought partnerships in China
  • An electronics group in Sichuan, China intended to acquire a consumer electronics distributor in 11 European countries
  • A large automotive company in China intended to acquire an engineering company in Europe
  • One of the largest providers of fuel retailing solutions in Europe intended to acquire a fuel equipment supplier in China

 

Africa

  • A China and Africa investment fund invested in a logistics company in Africa

Strengths of ShineWing

1. International Network

ShineWing has over 7,000 professionals worldwide. Leveraging the resources of our member firms, our professional teams have in-depth M&A knowledge, with a good understanding of different local markets as well as global vision, offering genuinely international services to our clients.

2. Global Experience

ShineWing has extensive experience in transnational and cross-border transactions. We have successfully assisted our clients in different industries to complete several hundreds of international M&A and investment projects, covering Asia, Australia, Europe, Americas, Africa, etc.

3. Leading Position

ShineWing was named as one of the Top 20 global accounting networks and had been awarded the Rising Star Network by the International Accounting Bulletin (IAB). ShineWing is also widely recognised by statutory and professional institutions. We have offices in at least 24 major cities in China. ShineWing is the leading professional services provider in Asia Pacific.

4. Praxity Global Alliance

ShineWing is a member of Praxity, which has participating firms in over 100 countries operating out of over 690 offices globally. We work closely with Praxity to provide comprehensive international M&A advisory services. We can cater to the needs of clients at different stages, ranging from searching for M&A targets to providing due diligence and tax advisory services.

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Featured Ideas & Insights Others Publications

China-Malaysia Belt & Road Advisory

China-Malaysia Belt & Road Advisory

No matter which part of China you are located in, by leveraging on our China team’s expertise, network and geographical presence in China, ShineWing TY TEOH can help you set up your businesses in Malaysia hassle-free.

ONE BELT ONE ROAD INITIATIVES

One Belt one Road (“The Silk Road Economic Belt and The 21st century Maritime Silk Road”) initiated by the People of Republic China’s Government in 2013 and was to focus on creating networks for more efficient and productive free flow of trade as well as the integration of international markets both physically and digitally.

 

The initiative includes six international corridors:

 

  1. The new Eurasia land Bridge;
  2. The China-Mongolia-Russia Economic Corridor;
  3. China-Central Asia-West Asia Economic Corridor;
  4. China-Indochina Peninsular Economic Corridor;
  5. China-Pakistan Economic Corridor;
  6. Bangladesh-China-India-Myanmar Economic Corridor
China silk road initiative

WHO WE ARE

ShineWing China Practice established in the early 1980s with HQ located in Beijing and has expanded across in the major cities of China, including Shenzhen, Chengdu, Shanghai, Xi’an, Tianjin, Qingdao, Changsha, Changchun, Yinchuan, Jinan, Dalian, Kunming, Guangzhou, Fuzhou, Nanjing, Urumqi, Wuhan, Hangzhou, Taiyuan, Chongqing, Nanning and Hefe.


ShineWing China is a registered auditor of public interest entities trade on two China Stock Exchange, the Shanghai Stock Exchange and the Shenzhen Stock Exchange including A-Shares, B-Shares and H-Shares and served more than 240 public listed companies in China including China State-owned enterprises, Fortunate 500 and multi-national corporations.


Today, ShineWing International has been established as a global network of independent accounting and consulting firms, ShineWing member firms communicate and work with one another closely being part of ShineWing network, and with the leverage of our China team’s expertise, experiences, network and geographical presence in China, no matter which part of China you are located, ShineWing TY TEOH helps China business venture into Malaysia without hassle-free experiences.

WHAT’S OUR TRACK

China One Belt One Road Businesses venture into Malaysia have engaged us for ongoing work or specific projects. Client Reference are available upon request.

CLIENT REFERENCES IN CHINA

Our Credentials

The Institute of Internal Auditors Malaysia
Public Company Accounting Oversight Board
Labuan Financial Services Authority
Internal Accounting Bulletin

Corporate Member of TheInstitute of Internal Auditors (IIA) 

Approved and registered under Accounting Oversight Board (PCAOB)

Approved Auditor of Labuan  Financial Services Authority (Labuan FSA)

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

Download China Desk PDF

Categories
Featured Ideas & Insights Publications Valuation

Price is What You Pay Value is What You Get

Price is What You Pay Value is What You Get

Valuation is a range of value and every business and intangible assets are unique. Is the transfer of your asset or liability between identified knowledgeable and willing parties that reflects the respective interests of those parties?
Business valuation is a process of determining the value of a business enterprise or ownership interest therein while Intangible assets are assets that do not have physical substance but represent some value to the owner, we assist you to perform the business and intangible assets in accordance with International Valuation Standards including:

a) Business Valuation:

  • Business Planning
  • Estate, Gift and Income Tax
  • Financial Reporting
  • Goodwill Impairment
  • Initial Public Offering (IPO)
  • Litigation and Ownership Disputes
  • Marital Dissolution
  • Mergers and Acquisitions
  • Pre-IPO Advisory
  • Reorganisations or Liquidation
  • Shareholder Oppression Cases
  • Stock Option Plans

b) Intangible Assets Valuation:

Marketing-related:

Trademarks, trade names, service marks, collective marks, certification marks, internet domain names, trade dress and newspaper mastheads.

Customer-related:

Customer lists, order or production backlog, customer contracts and the related customer relationships which meet contractual criterion, and non-contractual customer relationships which meet the separability criterion.

Artistic-related:

Plays, operas, ballets, books, magazines, newspapers, literary works, video and audio-visual materials, musical works, pictures and photographs and artistic works which meet contractual criterion.

Contract-based:

Licences, royalties and standstill agreements, advertising, construction, management, service or supply contracts, lease agreements, franchises, operating and broadcasting rights, use rights such as drilling, water, air, mineral and timber-cutting, servicing contracts such as mortgage and employment contracts and non-competition agreements.

Technology-based:

Patented and non-patented technology, computer software, mask works, databases and trade secrets such as formulas, process or recipes.

c) Brand Valuation

For financial perspective

 

  • Compliance with accounting standards
  • Assisting mergers and acquisitions and corporate restructuring
  • Intellectual property management
  • Strengthening balance sheets and company accounts
  • Increasing shareholder confidence which consequently improves the share price
  • Providing financial transparency and solid proof to donor and contributors for non-profit organization

 

For marketing perspective

 

  • Brand management and strategic development
  • Enhancing management communications
  • Benchmarking of competitors
  • Creating a brand-centric culture
  • Establishing royalty rates for licensing arrangements

 

For legal perspective

 

  • Identifying value of intangible asset in an ownership dispute
  • Securing funds by value of intangible asset in insolvency situation
  • Evaluating economic damage in trademark infringement
  • Licensing claim
  • Partnership dissolution

OUR VALUATION METHODOLOGIES

Business Valuation Methodologies

a) Cost Approach

Cost approach is a general way of determining a value indication of a business, business ownership interest, or security using one or more methods based on the value of the assets net of liabilities.

 

In the valuation of a business, cost approach presents the value of all the tangible and intangible assets and liabilities of the company.

b) Market Approach

Based on the principle of competition, market approach assumes if one thing is similar to another and could be substituted for the other, they would compete with each other, then they must be equal in value. The fair value derived must be based on a sufficient number of comparable companies / market transactions in order to derive a relevant and meaningful comparison.

c) Income Approach

Under income approach, it is required to forecast the future benefit streams over a reasonably foreseeable short term and an estimate of a long term benefit stream that is stable and sustainable. Using an appropriate discount rate, the future benefit streams (in the form of cash flow) are discounted back to the valuation date as present values and summed up to derive the fair value.
Categories
Featured Ideas & Insights Publications Valuation

IFRS 9 Financial Instruments

IFRS 9 Financial Instruments

Have your financial instruments and derivatives valued at fair value?

We assist you to STRUCTURE, VALUE and RISK-MANAGE your financial instruments and derivatives in accordance with IFRS 9 including:

  • Accumulator or Decumulators
  • Convertible or Redeemable Bonds and Notes
  • Convertible Preference Shares
  • Corporate Guarantee
  • Employee Share Options
  • Equity or Credit-link Derivatives
  • Exotic and Real Options
  • Financial Guarantee Contracts or Mortgage Guarantee Contract
  • Forwards & Futures (FX, Interest Rate, Assets)
  • Options and Warrants
  • Pensions (Defined Benefit Obligation) or Long Services Compensation
  • Promissory or Loan Notes
  • Restricted Shares
  • Share Appreciations Rights
  • Swaps

OUR VALUATION METHODOLOGIES

  • Black-Scholes Option Pricing Formula
  • Binomial Option Pricing Model
  • Monte Carlo Simulation
  • Merton Model
  • Expected Credit Loss Method
  • Projected Credit Unit Method
  • Effective Interest Method
Categories
Featured Ideas & Insights Publications Tax

Investing in Iskandar Malaysia

Investing in Iskandar Malaysia

Iskandar Malaysia is set to locate in Johor, southern gateway to Peninsular Malaysia. Full tax exemption on the statutory income or double tax deduction on investment activities are up to a maximum of 10 years.

QUICK FACTS: ISKANDAR MALAYSIA

Iskandar Malaysia has been allocated RM6.83 billion by the Malaysia Government and is set to locate in Johor, the southern gateway to Peninsular Malaysia, its advantages include:

 

  • Six (6) to eight (8) hours flight radius from Asia’s burgeoning growth centres such as Bangalore, Dubai, Hong Kong, Seoul, Shanghai, Taipei and Tokyo.
  • Within reach of a global market of some 800 million people.
  • Accessible by air, land, rail and sea.
  • Flanked by three major ports, the Pasir Gudang Port, Port of Tanjung Pelepas and Tanjung Langsat Port.

 

Five Flagship Zones have been designated as key focal points for development in Iskandar Malaysia. These flagship zones have been envisaged to both further strengthen existing economic clusters as well as diversify and develop targeted growth sectors. Refer to Appendix for more details.

TAX INCENTIVES for Promoted Activities in Iskandar Malaysia:

  1. 100% Tax Exemption up to a maximum of 10 Years on the statutory income ;
  2. 200% Tax Deduction up to a maximum of 10 Years on the investment activities

1. Incentives through the Malaysian Industrial Development Authority (‘MIDA’)

Companies which are carrying out the following promoted activities and/or producing promoted products will be eligible for the following tax incentives provided under the Promotion of Investments Act, 1986 and/or the Income Tax Act, 1967.

Economic Drivers
Incentives
  1. Electrical and Electronics
  2. Petrochemicals and oleochemicals
  3. Food and Agro-processing
  4. Biotechnology

General

Pioneer Status

-5 years Pioneer Status and tax exemption at 70% of statutory income

 

Investment Tax Allowance

-60% ITA on qualifying capital expenditure incurred within 5 years and can be set off against 70% of statutory income

 

High Technology Projects

Pioneer Status

-5 years Pioneer Status and tax exemption at 100% of statutory income

 

Investment Tax Allowance

-60% ITA for 5 years and can be set off against 100% of statutory income

 

Strategic/ Prepackaged incentive Projects

Pioneer Status

-10 years Pioneer Status and tax exemption at 100% of statutory income

 

Investment Tax Allowance

-100% ITA for 5 – 10 years and can be set off against 100% of statutory income

 

  1. Exemption on import duty and/or sales tax on plant and equipment directly used in the manufacturing process
  2. Exemption from import duty and/or sales tax on raw materials and components used in the manufacturing process

Logistics

 

  1. Integrated logistic services providers (‘ILS’)
  2. International procurement centres (‘IPCs’)/ regional distribution centres (‘RDCs’)
  1. 5 years Pioneer Status and tax exemption at 70% of statutory income, or
  2. 60% ITA for 5 years and can be set off against 70% of statutory income
  3. For IPCs and RDCs, full tax exemption for 10 years

Tourism

 

  1. Establishment of hotels (up to 3 stars)
  2. Expansion/modernization of existing hotels
  3. Establishment and expansion of tourist projects
  4. Establishment of recreational camps
  5. Establishment of convention centres
  1. 5 years Pioneer Status and tax exemption at 70% of statutory income, or
  2. 60% ITA for 5 years and can be set off against 70% of statutory income
  3. Exemption from import duty and/or sales tax on selected equipment used in the hotel/tourism industry

Education

 

  1. Technical or vocational training
  2. Private Higher Education Institutions (‘PHEIs”) providing selected courses in Science (new set up) or existing PHEIs in the selected fields of Science undertaking additional investments for upgrading or expansion capacity
  1. 100% ITA on qualifying capital expenditure incurred within 10 years to be set off against 70% of statutory income
  2. Special building allowance of 10% per year
  3. Exemption on import duty and/or sales tax on educational equipment including laboratory equipment
  4. Exemption on withholding tax on royalties paid to non-resident franchisors
  5. Incentives for Private Higher Education Institutions (‘PHEIs) providing courses relating to multimedia and which have their own multimedia faculties are also available through MDeC.

Creative Industries

 

  1. Film and video production
  1. 5 years Pioneer Status and tax exemption at 70% of statutory income, or
  2. 60% ITA for 5 years and can be set off against 70% of statutory income
  3. For other incentives, please refer to incentives provided through MDeC for multimedia development and applications.

Financial services, advisory services and consulting services

 

  1. Provision of regional headquarters services under business process outsourcing/ offshoring
  1. 10 years tax exemption on the provision of regional headquarters services to related companies including certain types of business process outsourcing/ offshoring
  2. See part IV below for incentives for selected services under Islamic Financial Services

2. Incentives through the Multimedia Development Corporation (‘MDEC’)

Companies that develop or use multimedia technologies to produce or enhance their products and services are eligible for MSC Malaysia Status. These also include private higher educational institutions providing courses relating to IT.

 

A company seeking MSC Malaysia status must meet the following criteria:

 

  • Be a provider or heavy user of multimedia products and services;
  • Employ a substantial number of knowledgeable workers;
  • Provide technology transfer and/or contribute towards the development of MSC Malaysia or support Malaysia’s k-economy initiatives;
  • Establish a separate legal entity for MSC Malaysia qualifying multimedia business and activities;
  • Locate in a MSC Malaysia designated cybercity/cybercentre*;
  • Comply with environmental guidelines

(*Menara MSC Cyberport, a building located within Iskandar Malaysia, is a designated cybercentre)

 

Economic Drivers

Education

  • -Private Higher Education Institutions (‘PHEIs”) providing courses related to IT and which have their own multimedia faculties

 

Creative Industries

May include:

  • Film and television (pre and post production, production)
  • Games and animation (content creation, production, post-production)
  • Online and mobile content generation
  • Online and mobile content aggregation and enablers

 

Financial services, advisory services and consulting services

  • Business process outsourcing/offshoring

 

Incentives

  • 5 years Pioneer Status (extendable by another 5 years) and tax exemption at 100% of statutory income; or
  • 100% ITA on qualifying capital expenditure incurred within 5 years to be set off against 100% of statutory income.
  • Exemption on import duty and/or sales tax on multimedia equipment used in the MSC operations.
  • Exemption on withholding tax on payments to non-residents for technical services, licensing fees and interest on loans for technology development.
  • Owners of buildings in Cyberjaya whose buildings are rented out to MSC status companies are eligible for Industrial Building Allowance of 10% to be claimed over a period of ten years.

3. Incentives through the Ministry of Agriculture

Projects in selected food production are eligible for a better form of tax incentives. The eligible ‘food products’ as approved by the Minister of Finance include vegetables, fruits, herbs, spices, aquaculture, rearing of cattle, goats and sheep and deep sea fishing. The incentives are for the company undertaking the approved food production activity as well as for the company investing in the approved food production company.

 

Economic Drivers

  • Food and agro-processing

 

Incentives

  • Approved Food Production company

    – 100% tax exemption on statutory income for 10 years

  • Company which invests in Approved Food Production company

    • The investor company is entitled to a tax deduction equivalent to the amount invested in the subsidiary (must be at least 70% owned) which undertakes the food production project; or
    • The investor company will be given group relief for the losses incurred by the subsidiary company
    • Exemption on import duty and/or sales tax on plant and equipment directly used in the operations

4. Incentives through the Malaysia Islamic Financial Centre (‘MIFC’)

General banking and financial services providers are not eligible for any tax incentive in Malaysia. To promote Malaysia as an Islamic Financial Centre (MIFC), tax incentives are available for eligible companies carrying out Islamic banking services, takaful operations, stock broking, fund management services and etc. The incentives for Islamic financial services include the following:

 

  • tax exemption for Islamic Financial Institutions on transactions in international currencies
  • tax exemption for Special Purpose Vehicles issuing Islamic securities
  • tax deduction for expenditure on the issuance of Islamic securities
  • tax exemption for Islamic fund management companies
  • tax deduction for the establishment of an Islamic stockbroking firm
  • tax exemption on income received by non-resident experts in Islamic finance

5. Incentives through the Malaysian Biotechnology Corporation

A company which is a provider of a product or services based on life sciences or substantially utilize biotechnology processes and with research capabilities in specific focus areas is eligible to apply for a BioNexus status. The application for BioNexus status is to be submitted to the Malaysian Biotechnology Corporation (Biotech Corp). The incentives are:

 

  • 100% income tax exemption for ten years commencing from the first year the company derives profits; or
  • Investment Tax Allowance of 100% on the qualifying capital expenditure incurred within a period of five years.
  • Upon the expiry of the tax exemption period, a BioNexus status company will be given a concessionary tax rate of 20% for ten years on income from qualifying activities.
  • A company which invests in its subsidiary (at least 70%), which is a BioNexus Status company is granted tax deduction equivalent to the amount of investment made in that subsidiary;
  • A company or individual investing in a BioNexus status company is given a tax deduction equivalent to the total investment made in seed capital and early stage financing;
  • Exemption of import duty and sales tax on raw materials/components and machinery and equipment;
  • Double deduction on expenditure incurred for R&D;
  • Double deduction on expenditure incurred for the promotion of exports; and
  • Buildings used for biotechnology activities will be eligible for Industrial Building Allowance to be claimed over a period of 10 years.

6. Incentives through the Halal Industry Development Corporation (HDC)

Halal is a way of life and promotes a healthy lifestyle by how we eat, live and conduct our business. HDC Malaysia has been tasked to develop and promote Malaysia as a ‘Global Halal Hub’ through standards development, branding enhancement as well as commercial and industry development.

 

The following incentives are available for the different type of activities within the supply chain to bring halal certified products to the market.

Activities
Incentives
Halal Park Operator
Development of halal parks
  1. 10 years tax exemption on the provision of regional headquarters services to related companies including certain types of business process outsourcing/ offshoring
  2. See part IV below for incentives for selected services under Islamic Financial Services
Halal Logistic Operator
Services provided must be integrated similar to services provided by an “integrated logistic services provider” which had been approved with tax incentives
  1. 5 years Pioneer Status with tax exemption at 100% of statutory income; or
  2. 100% ITA on qualifying capital expenditure incurred within 5 years to be set off against 100% of statutory income
  3. Exemption from import duty on equipment directly used in the Cold Room Operations
Halal Park Operator
Development of halal parks
  1. Exemption on statutory income from export sales for 5 years; or
  2. 100% ITA on qualifying capital expenditure incurred within 10 years to be set off against 100% of statutory income
  3. Exemption from import duty on raw materials used for the development and production of halal promoted products
  4. Double deduction on expenses incurred in obtaining international quality standards such as HACCP, GMP, Codex Allimentarious (food standard guidelines of FAO and WHO) , Sanitation Standard Operating Procedures and regulations for compliance for export markets such as Food and Traceability from farm to fork.