Singapore Exchange (SGX)

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http://infopub.sgx.com/Apps?A=COW_CorpAn...aca49d8bdc

A total of 41 Mainboard companies will be placed on Singapore Exchange s (SGX) watch-list from 3 March 2016 because they do not comply with the minimum trading price (MTP) requirement.
In addition, 2 companies will be added to the watch-list on the same day because they triggered the financial entry criteria1.

Prior to 3 March 2016, there were 33 companies already on the watch-list because they had triggered the financial entry criteria. Of these, 16 are not compliant with the MTP rule.

All companies which will be placed on the watch-list from 3 March 2016 have 3 years to carry out actions to improve their share price, if they are non-compliant with MTP, or improve their financial performance if they triggered the financial entry criteria.

Companies placed on the SGX watch-list should focus on improving their fundamentals and financial performance during this period. Putting these companies on a watch-list increases transparency for investors, enabling them to more easily monitor the companies they have invested in. Since the introduction of the watch-list effective March 2008, a significant number of companies were able to improve their financial performance and exit the watch-list, said June Sim, Head of Listing Compliance at SGX.

http://www.sgx.com/wps/portal/sgxweb/hom.../watchlist
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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Offering retail bonds as long as you satisfy certain set of conditions or had listed your 200k/pop bond 6months earlier? What the wise man does in the beginning, the fool does in the end?

SGX provides retail investors greater access to bonds
Singapore Exchange (SGX) is increasing the range of bonds available to retail investors with the introduction of the bond seasoning framework effective today.

The framework will enable retail investors to buy wholesale bonds initially offered to institutions and accredited investors, in denominations as small as S$1,000 six months after the bonds are listed on SGX.  These bonds will be offered by issuers which meet minimum criteria relating to their size, track record and listing history. SGX currently lists 1,900 wholesale bonds which are only available in large denominations of at least S$200,000, and/or offered to institutions or accredited investors. 

http://www.sgx.com/wps/wcm/connect/sgx_e...s_to_bonds
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Top-down parenting approach, is outdated. Transparency and engagement are the well-accepted new trends now. The new chief regulator officer, is going into a right direction, IMO...

(not vested)

SGX chief regulator on its new openness
20 May 2016 09:00
By Kenneth Lim

ALMOST a year into his appointment as the Singapore Exchange's (SGX) chief regulatory officer, Tan Boon Gin has embraced communications as a regulatory tool in a field that has traditionally been notoriously tight- lipped.

The new openness by SGX is no public relations gimmick. If SGX wants help from the market's other stakeholders to maintain a robust marketplace - and it does - then it cannot afford to be selfish with information, Mr Tan told The Business Times in an interview. "The evolution of our regulatory philosophy, the next step, is to not just have SGX as the primary gatekeeper, but to have the entire industry as the primary gatekeeper," he said.

Mr Tan likes to describe himself as having come from "downstream" in the regulatory value chain, having led the Police's Commercial Affairs Department before moving to his current role at SGX in June 2015; prior to that he also served in the legal service and led regulation of corporate finance at the Monetary Authority of Singapore.

Over the years, Mr Tan grew to appreciate the need to prevent misconduct before it gets to the enforcement stage. The consequences of that conviction guide Mr Tan's hand today: If SGX wants effective prevention, it must get all stakeholders to buy in; to get buy-in, it must engage with the stakeholders; and engagement means being transparent to others as well as being a good listener.
...
Source: Business Times
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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Yes. Mr Lim, please look at some of the issues below. Examples from HK.

https://webb-site.com/articles/hobsonschoice.asp

Obsolete Free Float Percentage
The question of whether the SEHK minimum free float of 25% is appropriate (Listing Rule 8.08) should also be addressed. Other markets have long recognised that the ability to manipulate a company's stock price depends not so much on the percentage of the shares that are held by the public, but on the dollar size of the "free float" held by the public, and the number of public shareholders. They therefore allow companies to remain listed even when the public percentage is very small, so long as there is a viable market size.
Public shareholders have no more rights when they have 25% than when they have 10% of a company, so this is not a question of votes.
In Hong Kong, the SEHK will accept listing applications on the main board with only a HK$50m (US$6.4m) free float, but requires all companies with market value of less than HK$4,000m to have a free float of at least 25%. This gives rise to the ridiculous situation where a company with a market value of $3,900m but a free float of $900m (23%) may be suspended from listing, while one with a free float of only $50m is free to trade.
The SEHK should therefore scrap the 25% requirement and allow listings to be maintained so long as the market value of the free float does not fall below HK$50m, or whatever minimum dollar value is set.
The risk of market manipulation when a free float (however large in value) is held by a small number of shareholders remains, but the way to deal with that is by prosecution of the offending shareholders, not by penalising the innocent with a suspension of trading in their stock.
© Webb-site.com, 2001

https://webb-site.com/articles/codesubmn.asp

Independent Advice
Having been through a number of HK takeovers as a shareholder, Webb-site.com is painfully aware of how inadequate the role of the Independent Financial Adviser (IFA) really is.
Many takeovers in Hong Kong are "friendly" privatisation offers rather than hostile bids. As a consequence, the situation often involves an offeror who already controls the board of the offeree. What they then do is look around for an IFA who is willing to call the deal "fair and reasonable" and then appoint them to advise the so-called independent board committee (IBC). This is known in the trade as "opinion shopping". The IBC is usually just 2 people who are rubber stamps because they were appointed by the executive directors who represent the controlling shareholder.
The IFA, once appointed, knows why they got the job. To justify their favourable recommendation, they find as many comparable transactions as possible, then discard the ones which give unfavourable comparisons (those which make the current offer look cheap). That usually leaves a bunch of transactions which they and their peers in the IFA community have previously recommended at big discounts to fair value. In short, minority shareholders are not getting good advice.
IFAs also like to say things like "given that there is a controlling shareholder, the chance of another offer from a third party is minimal". But having no other offer is not a reason to accept a cheap offer when the alternative is to hold the stock for future returns or demand more.
We have also noted that the role of the IFAs is limited (by Rule 2.1) to providing a "fair and reasonable" opinion, and does not follow the much wider role under the UK Takeover Code. For example, in the UK, if an offeror asks the Panel for an extension of the timetable, the IFA would normally oppose that if it looked like the offeror was dragging his feet.
In Hong Kong, public shareholders often don't even know the identity of the IFA until the offeree document is posted, so they cannot make representations to the IFA. There have been occasions when Webb-site.com as a shareholder, has had to approach the SFC directly in relation to the offer timetable when a document has been delayed.

Proposal: Jury Pool
We propose that this problem be addressed by way of a "Jury Pool" of IFAs. Each IFA, if they are willing to serve in the pool, must commit to advise on any transaction they are given unless they have a conflict of interest. Transactions would be allocated by transparent random draw - for example, take the last 3 digits of that day's stock market turnover, divide by the number of IFAs and take the remainder as the IFA advisor number. If that IFA has a conflict of interest, then take the next one on the list.
The quality of IFAs would be reviewed by noting when shareholders vote against their advice. If a persistent pattern of ignored advice emerges, then the IFA would be removed from the pool.
This Jury Pool system, with its random selection, substantially reduces the chance of an IFA pandering to the needs of the offeror, although in a small town like HK, it cannot remove that risk altogether. The transaction fee (paid by the offeree) would be the same in each case, set at a level which attracts sufficient IFAs to sign up for the pool each year. Some deals would involve less work than others, but the IFAs would only sign up if the expected long-run average was profitable. A standard engagement letter would be used.
The SFC would announce the identity and contact details of the IFA as soon as they were selected. Shareholders could then make their views known to the IFA whenever they wanted, not just after the offeree document is published, by which time it is often too late. The Takeover Code should be modified to require the IFA to advise the IBC on all aspects of the offer, including the timetable and level of disclosure in the circular, not just whether the terms are fair and reasonable.
Webb-site.com believes this same Jury Pool system should also be implemented for IFAs in "connected transactions" under the SEHK Listing Rules. In 10 years in Hong Kong, we can recall only one occasion when an IFA said a connected transaction was not fair and reasonable - and that was the Mansion House case in which the company had breached the listing rules and was later censured for it.
Opinion shopping is a major problem in Hong Kong and steps must be taken to stop it, failing which shareholders will continue to be fed a diet of poor "rent-a-scribe" independent advice.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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The mouth will not bite against the hand that feeds it. Simple logic.

My long time suggestion is that SGX should be the ones appointing auditors to the companies on a say 3-5 years rotation basis while companies pay a fee to the "pool" / fund based on market cap. Same thing for IFA. This conflict of interest is as obvious to me and ridiculous as LIBOR fiasco.
Before you speak, listen. Before you write, think. Before you spend, earn. Before you invest, investigate. Before you criticize, wait. Before you pray, forgive. Before you quit, try. Before you retire, save. Before you die, give. –William A. Ward

Think Asset-Business-Structure (ABS)
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The simple fact is that the stock market was made for companies (and their original owners), and not for investors/later-on owners. Smile

It's never fair. I mean, it wouldn't be so interesting once it is fair right? Wink One day, if I am on the other side of the equation, wouldn't I wish for it to be status quo?! Because of all these 'unfairness', that's why OPMI (our VB) 's Outside Passive Minority Investor and Specuvestor's Asset/Business/STRUCTURE make so much sense.
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You wouldn't change the status quo IF you can? As a moderator now you can in your space Smile

I would if I could. Maybe that's why I get into OPB (Other People's Business) Big Grin Maybe I'm in the wrong line Big Grin

Makes no sense why regulators like SGX are listed. Makes no sense why strategic public goods are listed. (they can be corporatized to be more efficient but national interest cannot be relegated) Munger (and Buffett) are totally right that the key is to look at where the incentives are. Auditors' wings are always going to be clipped until this (dis)incentive structure changes.
Before you speak, listen. Before you write, think. Before you spend, earn. Before you invest, investigate. Before you criticize, wait. Before you pray, forgive. Before you quit, try. Before you retire, save. Before you die, give. –William A. Ward

Think Asset-Business-Structure (ABS)
Reply
I would change the status quo, if I could. Smile
No, I am not suffering from any hot-cold empathy gap bias. I am totally incentivised to change the status quo if I could set the rules (the incentives come from fulfilling who I am, and maintaining my sense of cognitive sonance)

Munger and Buffett have been advocating all these for the last 20years? (I guess) and things have hardly moved as much as they wished. The world is made of up of much inertia but I think we will slowly but surely get there (1 day). For example, the passing of Sarbanes–Oxley due to Enron/WorldCom is an act in the right direction, even though critics say that it has cost more than it caught. The path is not straight forward, maybe a few steps forward and 2 steps back, or making a few detours, but I think we will get there.
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(20-05-2016, 12:56 PM)specuvestor Wrote: The mouth will not bite against the hand that feeds it. Simple logic.

My long time suggestion is that SGX should be the ones appointing auditors to the companies on a say 3-5 years rotation basis while companies pay a fee to the "pool" / fund based on market cap. Same thing for IFA. This conflict of interest is as obvious to me and ridiculous as LIBOR fiasco.

imo, 3-5 years is too short. Audit risk is significantly higher in the 1st yr of audit due to lack of understanding of the company. If rotation is to made mandatory on a 3-5 yr basis, it will lead to inefficient audit and thus higher audit fees which is not what the company wants. 10-12 might be a good number instead. The below link shows what EU has done to mitigate threats affecting auditors' independence.

https://www.pwc.com/gx/en/audit-services...ne2014.pdf
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My suggestion is add caning to the punishment of jail time and fines for cheating. Publicize the caning.

Million $ fraud probably has more devastating effect compared to illegal immigrants overstaying.

But for those director/CEO over 50 years old some other more severe punishment may be needed.
Virtual currencies are worth virtually nothing.
http://thebluefund.blogspot.com
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