Introduction
  • According to Ministry of Planning’s Cambodian 2014 Inter-Censal Economic Survey, the total number of business establishments in Cambodia as of March 2014 was 513,759, in which about 97% are micro establishments (fewer than 10 persons are engaged), one third of which are under three years of existence. A new board for SMEs is being initiated by the Royal Government of Cambodia to add another option of financing for those small and medium-size businesses which account for more than USD10 billion in annual sales, and 1.3 million jobs. Taking into consideration the growth potential of those businesses, we name our new board “Growth Board”.
    Main Criteria to be Considered
  • Now it is time to glance at your company situation whether you meet the main qualification for going public or you still have some parts to improve. Below are main criteria you have to consider:

Quantitative Requirements
Shareholders' equity ≥ KHR2 billion ($500,000)
Net profit Positive net income for latest year; or
Positive operating cash flow & gross profit margin ≥ 10%
Minority shareholder ≥ 100 shareholders; and
≥ 10% of the total voting shares
Audited financial report 1 year
Non-quantitative Requirements
Change of largest shareholder The largest shareholder shall not be changed for one year until the official listing date.
Securities deposit All the issued securities shall be deposited at the operator of securities depository of the Cambodia Securities Exchange (CSD).
Lock up
  • • 1 year for controlling shareholder (allow to sell their shares up to 50% for last 6 months)
  • • 6 month for shareholder (15%) & strategic shareholders
    		•
    Corporate governance*
    Public Limited Company
  • • Board members: 5 to 15
  • • Independent director: ≥ 1/5 of total number of directors
  • • If foreign independent director: ≥6 months of working experiences in Cambodia

    • Public Enterprise
  • • Board Members ≤ 7
  • • Independent director ≥ 1 &
  • • Non-executive director (as a representative of the private shareholders) ≥ 1

    • Committee of BOD
  • a) Audit Committee
  • b) Risk Management Committee: Assets ≥ KHR200 bil. ($50m)
  • c) Nomination Committee: Board can consider to establish it and other Committees as necessary and as required by SECC.
    		•
  • * For more detail, please refer to Prakas on Corporate Governance for Listed Company and Listed Public Enterprise.

    • Listing Process
    Parties in Listing Exercise
  • Your IPO team would normally comprise at least an underwriting firm, a legal firm, an accounting firm and an asset valuator. Besides your IPO team, CSX would like to introduce our new team called Listing Incubator Team of CSX in order to receive the discussion related to the listing preparation.
      • Listing Fee
    Fee Type Fee Charge
    Listing Eligibility Review Fee Listing Eligibility Review examination fee for Growth Board: KHR2 million
    Listing Fee Minimum Fee is KHR 4,000,000; or
    0.025% of the total market capitalization calculated by the price of the initial public offering, whichever is larger.
    Annual Listing Fee Minimum Fee is KHR 4,000,000; or
    0.015% of the total market capitalization at year end, whichever is larger.
    Other Fee • Underwriting Fee
    • Auditing Fee
    • Asset Valuation Fee
    • Legal Fee
    • Other Fee
    • Note: for first listing year, the total market capitalization will be based on based price or first executed price of first trading day.