Advisory Services (Rules & Regulations) Programme

Laws & Regulations

21
Sep 2024

21 Sep - 22 Sep 2024

9:00 am - 6:00 pm

Webinar

Registration closing date is 3 business days before the programme date or when all seats are fully taken. The listed price is intended for Malaysian participants only. If you are a non-Malaysian, we kindly request you to reach out to Mr. Nor Effendi Othman at EffendiO@sidc.com.my for further information.

MYR 1750 *Fee is not inclusive of 8% SST

Advisory Services (Rules & Regulations) Programme

Programme Overview

Advisory Services (Rules & Regulations) is a 2-day programme designed to provide insights into the rules and regulations governing advisory services in the Malaysian capital market. It will deliberate on the principles and relevant issues of contract law, related guidelines pertaining to equities, private debt securities and structured products.

 

Programme Objective

This programme is designed as a refresher course for CMSRLs or ERPs who would like to refresh themselves in advisory services (rules & regulations).  Apart from this, the programme also serves to support those preparing to sit for the Securities Commission Licensing Examination (SCLE) Module 19 on Advisory Services (Rules & Regulations).  It’s highly recommended that participants put in a minimum of 200 self-study hours using study aids such as SCLE Module 19 e-guide, practice set questions, reading list and latest market updates for maximum benefit and reinforced learning.

 

Learning Outcomes

Upon completion of this programme, participants should be able to:

  1. Outline the principles of contract law and relevant issues
  2. Describe the laws relevant to the advisory services in the Malaysian capital market
  3. Explain the system and procedures of licensing of persons who carry on the investment advisory business in Malaysia
  4. Describe the features and prohibitions of investment advisory activities
  5. Describe the regulations governing the issue and offer of equity securities, listing of corporations and quotations of securities on the Main Market of Bursa Malaysia Securities Berhad (Bursa Securities) (Main Market) and proposals which result in significant change in the business direction or policy of corporations listed on the Main Market under the Securities Commission Malaysia’s Equity Guidelines
  6. Explain the regulations, setting out who can act as principal advisers for the submission of corporate proposals and the competency standards required
  7. Describe the regulations governing the conduct of due diligence for corporate proposals by issuers, advisers and experts
  8. Describe the activities and current trends connected to money laundering and terrorism financing and the Malaysian regulatory approach towards them
  9. Explain the characteristics and regulations governing take-overs in Malaysia
  10. Explain the regulations governing valuations of property assets in conjunction with corporate proposals for submission to the Securities Commission Malaysia or for inclusion in prospectuses and circulars
  11. Identify the regulations governing the issuance and registration of prospectuses
  12. Describe the regulations governing the issue, subscription, purchase, invitation to subscribe or purchase private debt securities or Sukuk to retail investors
  13. Describe the regulations that must be observed for the purpose of exclusively making available unlisted capital market products to sophisticated investors in Malaysia or persons outside Malaysia
  14. Explain the regulations governing the issuers of structured warrants
  15. Discuss the regulations governing listing of securities under Bursa Securities Main Market Listing Requirements, Bursa Malaysia Securities Berhad ACE Market Listing Requirements and Bursa Malaysia Securities Berhad LEAP Market Listing Requirement

Programme Methodology

This programme will be delivered using effective learning methods including presentations, discussions and Q&A.

 

Target Audience

Capital Markets Services Representative’s License (CMSRL) holder and Employee of Registered Person (ERP) who would like to refresh themselves in Advisory Services (Rules and Regulations).

 

Competencies

  1. Foundational (Regulatory) – Capital Market Institutions (Proficiency Level 3)
  2. Foundational (Regulatory) – Capital Market Products Regulations (Proficiency Level 3)
  3. Foundational (Regulatory) – Islamic Capital Market Regulations (Proficiency Level 3)
  4. Foundational (Regulatory) – Takeovers and Mergers (Proficiency Level 3)
  5. Foundational (Product) – Capital Market Fundamentals (Proficiency Level 3)
  6. Functional (Technical) – Client Advisory (Investment) (Proficiency Level 3)
  7. Functional (Process) – Corporate Finance Advisory (Proficiency Level 3)
  8. Functional (Process) – Investment Product Structuring (Proficiency Level 3)

PROGRAMME – DAY ONE

9.00 am Legal Considerations and Code of Conduct

  • Outline of the law of contract
  • Essential elements of a contract
  • Other elements of contract
  • Exclusion and limitation clauses
  • Remedies for breach of contract

Negligent Misstatement

  • Negligence
  • Defences
  • General liability of stockbrokers
  • False and misleading statements under securities laws
10.30 am Break
10.45 am Licensing of Persons Who Carry on the Business of Investment Advice, Advising on Corporate Finance and Their Representatives

  • Advising on corporate finance, investment advice, CMSL and CMSRL defined
  • Requirement to be licensed
  • Criteria for the grant of licence
  • Revocation and suspension of licence
  • Duties and obligations of licence holder

Prohibited Conduct and Insider Trading

  • Prohibited conduct
  • Insider trading

Guidelines on Prevention of Money Laundering and Terrorism Financing for Reporting Institutions in the Capital Market

  • Part I: Introduction and Applicability
  • Part IA: AML/CFT Compliance Programmes and Obligations of Board of Directors, Senior Management and Compliance Officer
  • Part II: Risk-Based Approach Application
  • Part III: Customer Due Diligence (CDD)
  • Part IIIA: Wire Transfer
  • Part IV: Retention of Records
  • Part V: Suspicious Transactions
  • Part VI: Enforcement Orders
  • Part VII: Combating Terrorism Financing

Guidelines on Implementation of Targeted Financial Sanctions Relating to Proliferation Financing for Capital Market Intermediaries

  • 1.0 Introduction
  • 2.0 Applicability
  • 3.0 Definitions
  • 4.0 Combating Proliferation Financing
  • 5.0 Reporting Requirements
  • 6.0 Contact Information
  • 7.0 Appendices
1.00 pm Lunch Break
2.00 pm Guidelines Related to Advisory Services and Its Applications

1. Equity Guidelines

  • Part I: General
  • Part II: Policy Guidelines
  • Part III: Submission and Implementation
  • Appendices, Schedules and Guidance

2. Guidelines on Submission of Corporate and Capital Market Product Proposals

  • Chapter 1: Introduction
  • Chapter 2: Applicability
  • Chapter 3: Related Provisions
  • Chapter 4: Definitions
  • Chapter 5: Obligations of a Submitting Party
  • Chapter 6: Obligations of a Submitting Party, Senior Officer and Qualified Person for Submission of a Specific Proposal
  • Chapter 7: Obligations of Advisers in a Proposal
  • Chapter 8: Obligations of an Applicant in a Proposal
3.30 pm Break
3.45 pm Guidelines Related to Advisory Services and Its Applications (con’t)

3. Prospectus Guidelines

  • Part I: General Requirements
  • Part II: Contents of Prospectus
    • Division 1: Equity
    • Division 1A: ASEAN Equity Disclosure Standards
    • Division 2: Corporate Bonds and Sukuk
    • Division 2A: ASEAN Debt Securities Disclosure Standards including Additional Requirements for an ASEAN Debt Issuance Programme
    • Division 3: Structured Warrants
    • Division 5: Abridged Prospectus
    • Division 6: Supplementary and Replacement Prospectus
  • Part III: Procedures for Registration
    • Chapter 1: Prospectus under Division 1 and 1A of Part II (Equity)
    • Chapter 2: Prospectus under Division 2 and 2A of Part II (Corporate Bonds and Sukuk)
    • Chapter 3: Prospectus under Division 3 of Part II (Structured Warrants)
    • Chapter 5: Prospectus under Division 5 of Part II (Abridged Prospectus)
  • Part IV: Prospectus Related Guidelines
    • Division 1: Plain Language Guide for Prospectus
    • Division 2: Electronic Prospectuses and Electronic Application
    • Division 3: Advertising Guidelines
6.00 pm End of Day One

PROGRAMME – DAY TWO

9.00 am Guidelines Related to Advisory Services and Its Applications (con’t)

4. Malaysian Code on Take-Overs and Mergers 2016

  • Citation and Commencement
  • General Principles 1 to 12
  • Acquisition pursuant to subsection 218(3)
  • Revocation and saving

5. Rules on Take-Overs, Mergers and Compulsory Acquisition

  • Part A: General
  • Part B: Take-Over Offer
  • Part C: Process and Procedure of Take-Over Offer
  • Part D: Conduct During Offer
  • Part E: Compulsory Acquisition and Right of Minority Shareholders
  • Schedules and Appendices

6. Asset Valuation Guidelines

  • Chapter 3: Appointment of Valuer
  • Chapter 4: Valuation
  • Chapter 7: Requirements for Valuation of Specific Property Assets
  • Chapter 8: Submission of Report
  • Schedules
10.30 am Break
10.40 am Guidelines Related to Advisory Services and Its Applications (con’t)

7. Guidelines on Issuance of Corporate Bonds and Sukuk to Retail Investors

  • Part A: General
  • Part B: Requirements for Issuance of Corporate Bonds and Sukuk
  • Part C: Approval for Issuance of Corporate Bonds and Sukuk
  • Part E: Requirements under the Qualified Issuer Framework
  • Part F: Additional Requirements for Issuance of Specific Bonds and Sukuk

8. Guidelines on Unlisted Capital Market Products Under the Lodge and Launch Framework

  • Section A: General Requirements
  • Section B: Specific Requirements
    • Part 2: Structured Products
    • Part 3: Corporate Bonds and Sukuk
    • Part 4: Asset-Backed Securities
  • Section D: Transitional Provisions

9. Lodgement Kit: Unlisted Capital Market Products Under the Lodge and Launch Framework

  • Part 2: Structured Products
  • Part 3: Corporate Bonds and Sukuk
  • Part 4: Asset- Backed Securities
1.00 pm Lunch Break
2.00 pm Guidelines Related to Advisory Services and Its Applications (con’t)

10. Guidelines on Islamic Capital Market Products and Services

  • Chapter 1: Introduction
  • Chapter 2: Applicability
  • Chapter 3: Definition
  • Part A: Requirements for Islamic Capital Market Services
  • Section 1: Shariah Advisor
  • Part B: Additional Requirements for Islamic Capital Market Products
  • Section I: General Requirements
  • Section II: Additional Requirements Applicable to Specific Islamic Capital Market Products
  • Subsection A: Sukuk, Islamic Convertible Notes and Islamic Structured Products

11. Guidelines on Issuers Eligibility – Structured Warrants

  • 1.0: General
  • 2.0: Eligible Issuers of Structured Warrants
  • 3.0: Requirements on Issuers
  • 4.0: Supervisory Action
  • 5.0: Submission of Declaration
  • Schedule and Appendix

12. Guidelines on Conduct for Capital Market Intermediaries

  • Chapter 1: Introduction
  • Chapter 2: Applicability
  • Chapter 3: Related Provisions
  • Chapter 4: Definitions
  • Chapter 5: Honesty and Fairness
  • Chapter 6: Care, Skill and Diligence
  • Chapter 7: Conflict of Interest
  • Chapter 8: Clients’ Assets and Information
  • Chapter 9: Communication with Clients and Regulators
  • Chapter 10: Compliance
  • Chapter 11: The SC’s Assessment on Compliance with these Guidelines

13. Guidance Note on Provision of Investment Advice

  • Part I: Introduction
  • Part II: General and Illustrations
3.30 pm Break
3.45 pm Bursa Malaysia Securities Berhad Main Market Listing Requirements 

  • Chapter 2: General
  • Chapter 3: Admission
  • Chapter 4: Admission for Specific Applicants
  • Chapter 4A: Foreign Listing
  • Chapter 4B: Listing of Sukuk and Debt Securities
  • Chapter 5: Structured Warrants
  • Chapter 6: New Issues of Securities
  • Chapter 8: Continuing Listing Obligations
  • Chapter 9: Continuing Disclosure
  • Chapter 10: Transactions
  • Chapter 12: Share Buy-Backs
  • Chapter 13: Arrangements and Reconstructions
  • Chapter 14: Dealings in Listed Securities
  • Chapter 15: Corporate Governance
  • Chapter 16: Suspension, De-Listing and Enforcement
  • Practice Notes

Bursa Malaysia Securities Berhad ACE Market Listing Requirements

  • Chapter 2: General
  • Chapter 3: Admission
  • Chapter 4: Sponsors and Recognised Approved Advisors
  • Chapter 5: Foreign Listing
  • Chapter 6: New Issue of Securities
  • Chapter 8: Continuing Listing Obligations
  • Chapter 9: Continuing Disclosure
  • Chapter 10: Transactions
  • Chapter 12: Share Buy-Backs
  • Chapter 13: Arrangements and Reconstructions
  • Chapter 14: Dealings in Listed Securities
  • Chapter 15: Corporate Governance
  • Chapter 16: Suspension, De-Listing and Enforcement
  • Guidance Notes

Bursa Malaysia Securities Berhad LEAP Market Listing Requirements

  • Chapter 2: General
  • Chapter 3: Admission
  • Chapter 4: Advisers
  • Chapter 5: New Issues of Securities
  • Chapter 6: Continuing Listing Obligations
  • Chapter 7: Transactions
  • Chapter 8: Suspension, De-Listing and Enforcement
6.00 pm End of Programme

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