Listing preparation advisory

The work that precedes the listing. Completed before the market is asked to judge.

Que Advisory prepares private companies for listing. Small and medium enterprises are routinely shut out of the capital markets: the professional cost is priced for much larger companies, and the work involved is rarely explained before it is charged for. We exist to close that gap — the same preparation a securities firm would undertake, delivered at a cost an SME can carry, and delivered before an adviser or sponsor is appointed, where remediation costs least.

Approximately six minutes. No registration required to see your result.

SME
The market this practice is built for — companies the larger advisers do not serve
6
Assessment dimensions, weighted by their effect on a listing outcome
26
Criteria examined in the readiness assessment
Nominal
Retainer — the substantial part of our fee is earned only when the listing completes
Listing readiness assessment Financial restatement Corporate restructuring Capital structure advisory Governance remediation Internal control documentation Information memorandum drafting Disclosure documentation Related-party regularisation Cross-border structuring Adviser, principal adviser and sponsor introduction
Preliminary assessment

Is a listing a realistic proposition for your company?

Five questions, no registration, no documents required. This establishes whether a listing is plausible and which market to consider. The full assessment then identifies what requires attention.

No email required — your result is shown immediately
The difficulty

Why most SMEs are shut out of the capital markets

Small and medium enterprises are not shut out of the capital markets entirely. But most are, in practice — and the reason is structural rather than anything to do with the quality of the business. Three problems account for it.

I

Growth capital, but not of the right kind

A growing company needs capital that debt cannot always supply. Bank facilities are secured against assets and priced against existing cash flow, which suits a steady business rather than a scaling one. The capital markets are the natural alternative, but access is limited in practice: engaging a securities firm or investment bank directly is costly, and the cost falls due whether or not the listing proceeds.

II

Deficiencies surface late — or not at all

Most shareholders have no reliable way to establish how ready the company actually is. They do not have the expertise in-house to review the financial record, the corporate structure and the governance arrangements against what a listing requires, so the problems are not identified in advance. A suitability assessment is only conducted once an adviser has been appointed — by which point the deficiencies have become the adviser's opening agenda.

III

Remediation has no owner

Restating related-party transactions, reconstructing the share register, reconstituting the board and documenting intellectual property is pre-engagement work that generates no fee for a licensed adviser. It is also the work that decides whether a listing completes.

Approach

A defined sequence, from assessment to introduction.

Each stage has a stated deliverable, so the client knows what is being produced and what follows.

Assessment

The engagement opens with the readiness assessment and a review of the company's financial reporting, corporate records and governance arrangements. The output is a written schedule of deficiencies, ranked by their effect on a listing, with an indicative timetable.

Deliverable — written gap schedule

Remediation

The firm undertakes the work itself: financial restatement, group and capital restructuring, reconstruction of the share register, board and committee reconstitution, internal control documentation, regularisation of related-party transactions, and resolution of tax and compliance exposures.

Deliverable — remediated records and structures

Documentation

Preparation of the documentation an adviser or sponsor will require: the information memorandum and supporting disclosure, the business plan and financial model, the material contract schedule, and the supporting annexes. Drafted for handover, not for reworking.

Deliverable — disclosure documentation

Introduction

When the company is genuinely prepared, we introduce it to the parties who carry the regulated function — licensed Approved Advisers, principal advisers, sponsors and underwriters — brief them thoroughly, and remain available through the transition. The application is lodged by them, and the regulatory responsibility is theirs.

Deliverable — introduction to advisers and handover
Readiness assessment

Establish where the company stands before committing to a listing programme

Twenty-six criteria across six weighted dimensions, drawn from the matters that determine whether a listing completes rather than whether it is technically permitted. The output is a score, a dimension-by-dimension breakdown, and a schedule of what requires attention.

Begin the assessment
  • Six weighted dimensions, ranked by their effect on a listing outcome
  • Every deficiency identified is paired with the corresponding remedial step
  • An indicative route — for example the LEAP or ACE market, or an SGX board
  • A printable report suitable for the board, the auditor or an appointed adviser

This is a preparation assessment prepared by a private consultancy. It is not a regulatory suitability assessment and does not substitute for one.

Services

The work undertaken

Engagements may cover the full programme or a single outstanding matter. Scope is agreed in writing against the readiness assessment, so fees attach to defined deliverables. We direct the work and carry the judgement behind it — how execution is handled is set out below.

Financial reporting & restatement

Reconstruction of the financial record to a standard an auditor and a sponsor will accept.

  • Prior-year restatement
  • Revenue recognition review
  • Related-party transaction disclosure
  • Working capital normalisation

Corporate & capital restructuring

Establishing a structure that withstands disclosure and due diligence before it is examined.

  • Group reorganisation
  • Subsidiary consolidation
  • Share register reconstruction
  • Shareholder agreements

Governance & internal control

Board and control arrangements that satisfy an adviser's review and the exchange's standards.

  • Board and committee composition
  • Independent director recruitment
  • Internal control documentation
  • Delegation of authority

Listing & disclosure documentation

Preparation of the documents an adviser or sponsor will require, in a form suitable for filing.

  • Information memorandum
  • Business plan and financial model
  • Material contract schedule
  • IP and litigation disclosure

Cross-border structuring

For groups whose operations, shareholders or intended market span more than one jurisdiction.

  • Holding structure design
  • Tax residency review
  • Transfer restriction analysis
  • Dual-regime reporting obligations

Adviser, principal adviser & sponsor introduction

Introduction of the company to the parties who carry the regulated function, and management of the handover.

  • Adviser, principal adviser and sponsor selection
  • Formal briefing and handover
  • Due diligence working group
  • Transition support

How engagements are resourced. The firm leads: we establish what has to change, in what order and to what standard, and we are accountable for whether the company is ready. The specialist execution behind each area is carried out by the firms we work alongside — the accounting work behind a restatement, the detailed related-party analysis, the drafting of the information memorandum and business plan. Those services are arranged as part of an engagement, and are charged separately from our own fee. Coordinating that work is the adviser's role, not an optional extra.

Fee structure

A nominal retainer. The fee is earned on the result.

We believe access to the capital markets should not be a burden carried by a company before anything has been achieved. The conventional model asks a business to fund the entire cost of a listing up front, which is precisely why so many viable companies never attempt one. We have arranged our fees the opposite way.

I

A nominal retainer

The monthly retainer is deliberately nominal — on the scale of a daily expense rather than a professional fee. It exists to cover the cost of the work being done at all, and to keep the engagement real on both sides. It is confirmed in writing before any commitment is made, and it does not constrain the company's operations.

II

The substantial fee follows success

The great majority of our remuneration is earned only on completion, structured as a success fee, an equity participation, or a combination of the two. Terms are negotiated directly and documented by the client's own counsel. If the company does not reach the market, the firm does not benefit.

III

Why we charge this way

Because the cost of entry is the problem we exist to solve. Charging heavily up front would simply reproduce the barrier that keeps SMEs out of the capital markets — and it would align our interest with billing rather than with the company reaching the market. This structure puts our return on the same side of the table as the shareholders'.

For our first clients, the retainer may be waived entirely

We are building this practice and we would rather begin with the right companies than with the most. So for our founding engagements, if the company is genuinely close to ready — sound records, a clear business, shareholders willing to engage — we will waive the monthly retainer altogether. You would pay nothing until the listing completes, at which point the success component applies as normal. That is the whole offer: our return depends entirely on yours. Tell us when you write that you are asking about the founding-client terms.

Fee structure — Regulatory position, stated plainly: Que Advisory is a private preparation consultancy. The firm is not an Approved Adviser, principal adviser or sponsor, and it does not lodge listing applications. That responsibility rests with the licensed party who carries the filing — an Approved Adviser, principal adviser, sponsor or underwriter, as the market requires; or, for a United States listing, US securities counsel and a registered broker-dealer. Where part of our fee is settled in shares, that is a private commercial arrangement between the firm and the client rather than a regulated advisory fee. It should be documented by the client's own counsel, with particular attention to how a shareholding interacts with promoter classification and any pre-listing moratorium, before terms are agreed.
Markets

Where we work

Our focus is the Malaysian market, where small and medium enterprises can reach the public markets through the boards designed for them. The preparation work is substantially the same elsewhere, and we assess companies preparing for other markets on that basis. Part of what we do is tell you which bourse actually suits your company: the differences in cost, scrutiny and continuing obligation are wide enough that the wrong choice is expensive to undo.

Market Suited to What it involves
Malaysia The core of our practice — Malaysian SMEs that are trading and growing but have not yet reached the scale a securities firm would ordinarily take on The most accessible route to the capital markets for an SME, and the one we know best. Bursa Malaysia operates three tiers: the LEAP Market, which admits companies without a profit record and is open to sophisticated investors; the ACE Market, for companies ready for a sponsor and a public shareholding spread; and the Main Market, which requires a profit record and a full prospectus. Most companies at this stage begin with LEAP or ACE, and transfer upward later if the scale justifies it. A disclosure-based regime, so the quality of the company's documentation and governance does the work a prospectus would otherwise do.
Singapore Companies with a Singapore presence, a regional investor base, or ambitions across ASEAN The closest regional analogue to the Malaysian SME boards. SGX Catalist is sponsor-supervised and carries no minimum profit requirement, which makes it structurally similar to LEAP and ACE — a sponsor takes responsibility for admission and supervises the company afterwards. The SGX Mainboard applies the fuller set of admission criteria. The preparation work transfers closely from the Malaysian boards, though the sponsor regime and continuing obligations differ in detail and should be confirmed with local counsel.
United States Any company for which US capital is the better fit — a US listing does not require US operations, and a Malaysian company trading only in Malaysia can list there A substantially heavier undertaking, and we say so plainly. It requires registration or an exemption under US federal securities law, financial statements audited to PCAOB standards, US securities counsel, a transfer agent, and quarterly as well as annual reporting in perpetuity once listed. The OTC Markets tiers are the lighter entry point; a national exchange is a different order of commitment again. The cost base and disclosure burden exceed a Malaysian listing by a wide margin, which is precisely why preparation matters more here, not less.

Market descriptions are indicative and provided for orientation only. Current requirements should be confirmed with the relevant exchange and regulator, and with your appointed advisers, before any action is taken.

Engagement criteria

The companies we act for, and those we do not

Suited to the practice
  • Incorporated companies that are trading, with an established revenue base
  • Shareholders who accept that a preparation period is the cost of admission
  • Companies whose records exist but would not withstand a sponsor's examination
  • Groups whose operations or share register already span more than one jurisdiction
  • Founders seeking an adviser remunerated on outcome rather than on hours
Not suited to the practice
  • Pre-revenue or concept-stage companies — there is not yet a subject for preparation
  • Parties seeking an Approved Adviser, principal adviser, sponsor or lodgement agent for the application
  • Shareholders unwilling to disclose related-party transactions or the share register
  • Companies seeking the lowest available signature on a document
  • Reverse takeovers and shell transactions

One exception worth stating. If you are pursuing a reverse takeover or a shell transaction, that sits outside the practice — but it is not outside our network. Tell us what you are looking for and we may be able to make an introduction, or help match the two sides of a deal.

Questions

Matters raised at the first meeting

Does the firm lodge the listing application?
No. Que Advisory prepares the company; we do not submit it. Lodgement and the regulatory responsibility that come with it rest with the parties licensed to carry that function — an Approved Adviser, principal adviser, sponsor or underwriter for a Malaysian listing, or US securities counsel and a registered broker-dealer for a United States listing. Those parties conduct the suitability assessment, file the application and answer to the regulator. We introduce the company to them, brief them thoroughly, and remain available through the handover. The separation is deliberate: because the firm does not carry a regulated function, it does not price for one, which is what allows the retainer to remain nominal.
What does it cost to find out whether we are ready?
Nothing. The readiness assessment is free, it takes about six minutes, and you do not need to speak to us or hand over your details to see the result. It produces a scored report you can take to your board or your auditor. Most engagements then begin on a nominal retainer that covers the cost of the work, with the substantial fee earned only when the listing completes — and for the right early client we may waive the retainer altogether.
How long does preparation take?
For a company with sound records and a coherent business narrative, six to nine months is realistic. Where restatement, related-party regularisation and reconstruction of the share register are required, eighteen to twenty-four months is the honest estimate. The readiness assessment provides a preliminary indication before any discussion takes place.
Why not appoint a sponsor directly?
For some companies that is the correct course. But a sponsor charges for remediation at sponsor rates, and where a company is not ready the engagement proceeds without a corresponding result. A company that arrives prepared allows the adviser to spend its time on the listing rather than on reconstruction.
What does the assessment provide?
A score out of one hundred, a radar breakdown across six dimensions, each deficiency identified with the corresponding remedial step, and an indicative route — ECF fast lane, LEAP, ACE, Main Market or the United States. It is printable, and may be taken to the board, the auditor or an appointed adviser whether or not the firm is subsequently engaged.
Is the engagement confidential?
Yes. Information disclosed in an assessment or an engagement is treated as confidential and is not shared with the company's advisers, auditors or competitors. Where a client would prefer not to submit information through a web form, the assessment may be completed offline or by telephone.
Do you work with companies outside Malaysia?
Yes. Our executed experience is in Malaysia, and we would rather say that plainly than imply otherwise. The preparation work is substantially transferable — the financial record, the corporate structure, the governance and the disclosure are the same questions wherever you list — and we assess companies preparing for Singapore and the United States on that basis. Where a market needs local counsel or a licensed adviser we do not have, we will tell you so at the outset.
Enquiry

Begin with the assessment, then discuss the specifics

There is no requirement to speak with us in order to obtain the readiness score. Complete the assessment, review the findings, and make contact if the report identifies something you wish to act upon.

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