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AM 225 BACHELOR OF CORPORATE ADMINISTRATION

WORKSHOP VII
BONUS ISSUE OF A PUBLIC LISTED COMPANY

ADM 657 COMPANY SECRETARIAL PRACTICE

WORKSHOP VII

BONUS ISSUE OF A PUBLIC LISTED COMPANY


Exercise

a) Work out a programme of work covering all aspects of the work involved and a timetable to be adhered to;

b) Prepare all the necessary documents for the increase in authorised share capital and
bonus issue inclusive of board meetings and general meeting;

Procedures for increase in authorised share capital and issue bonus shares
Approval will be required from: Shareholders ordinary resolution Bursa Malaysia for listing of new shares Consult the Articles to ensure that the company is empowered to increase its authorized share capital and issue bonus shares (otherwise alteration of articles will be required) Board of Directors decides to recommend issue of bonus shares and to accommodate that an increase in authorised share capital has to be made Announcement to Bursa Malaysia. If the bonus issue is to be made by way of the capitalisation of reserves arising from revaluation of assets, two copies of the valuation report in respect of the valuation must be submitted to SC and Bursa Malaysia via the principal adviser. After SCs letter confirming the compliance of the revaluation with the SCs Guidelines on Asset Valuations, the principle adviser shall submit the listing application to Bursa Malaysia together with the processing fee. After Bursa Malaysia grants the approval in principle for the listing of the bonus shares, the Board of Directors shall authorise the secretary to convene an EGM. EGM Pass the necessary resolutions to increase the authorised share capital and to give the approval pursuant to S132D for the bonus issue of shares. After EGM lodge with the CCM the following within 14 days after passing the resolutions: Notice of Resolution (Form 11) Notice of increase of registered capital (Form 28) Fees for increase of authorised capital

Insert a copy of the Form 11 into every copy of the Memorandum held in stock.

After book closure - Obtain from Bursa Malaysia Depository Sdn. Bhd (BMD) a list of depositors (Record of Depositors) to determine entitlements.

Board Meeting or circular resolution to approve the allotment of shares

Issue notice of allotment of shares to shareholders and jumbo certificate to BMD (with cd of particulars of allottees) and issue share certificates to those holdings exempted from mandatory deposits with BMD.

Make the necessary entries into the register of members Within 1 month after the allotment of shares, lodge Form 24 and Form 25 with the CCM.

DOCUMENTATION CHECKLIST
Use this checklist when preparing and assembling a documentation file.

A. DOCUMENTS TO BE PREPARED FOR BOARD MEETING


No. Document Completed

1. 2. 3. 4. 5.

Notice of meeting Agenda Board Minutes Attendance List Announcement to Bursa Malaysia

B. DOCUMENTS TO BE PREPARED FOR EGM


No. Document Completed

1. 2. 3. 4. 5.

Notice of Meeting Agenda Minutes of Meeting Attendance List Announcement to Bursa Malaysia

C. DOCUMENTS TO BE PREPARED FOR INCREASED IN AUTHORISED SHARE CAPITAL


No. Document Completed

1. 2. 3.

Form 11 Form 28 Fees (if applicable)

D. DOCUMENTS TO BE PREPARED FOR BONUS ISSUE


No. Document Completed

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Book closure notice to Bursa Malaysia Form 53A Record of Depositors (a sample) Entitlement List (a sample) Board resolution to allot bonus shares Notice of Allotment Jumbo Share Certificates Register of Members Form 24 Form 25

FORM 53A
Companies Act, 1965 Section 160(1)

NOTICE TO CLOSE REGISTER OF MEMBERS

To the Registrar of Companies, ...................................................... gives notice that the register of (Nama Syarikat) hereby members kept at

.............................................................................................................. will be closed from the day of ... 20 ............., to the . .................................... day of .............................................. 20.................., inclusive.

Dated this ................................day of ......................................................, 20.................

. .......................................... Director/Secretary

NOTE - No part of a register shall be closed for more than 30 days in the aggregate in any calendar year.

FORM 28 Companies Act 1965 Section 62(4) and 335(2)

NOTICE OF INCREASE IN SHARE CAPITAL ........................................................................(NAMA SYARIKAT) To the Registrar of Companies, 1. ............................................................................................(Nama syarikat) hereby gives notice that on the ................ day of ......., 19 the authorised share capital of the company was increased from Malaysian Ringgit # to Malaysian Ringgit# ......................................................................................... 2. The additional capital is divided as followsNumber of shares Class of shares Nominal amount of each share

Dated this ................. day of ............................................................., 19 ..................... ................................................ *Director *Secretary *Agent in Malaysia # If the amount inserted are not quoted in Malaysian currency, the currency in which they are quoted is to be specified *Strike out whichever are inapplicable