Terms & Conditions Relating to Malaysia Co-Investment Fund Scheme
Amended on 21 November 2025
First Issued 27 September 2019
| 1. | All participants to the Malaysia Co-Investment Fund scheme (”MyCIF”) administered by the Securities Commission Malaysia (“SC”) shall be subject to the terms and conditions hereinafter set out. | |
| 2. | The terms and conditions herein shall apply to and be read together with other terms and conditions, instructions or communication issued by the SC through any communication channel including electronic mail. In the event of any discrepancy or inconsistency between the terms and conditions herein and the terms and conditions, instructions or communication issued by the SC, the latter shall prevail. | |
| 3. | The SC reserves the right to vary (by adding, deleting, or modifying in any way)(hereinafter called the “Amendment”) these terms and conditions, including any provision in the appendices hereto, at any time and from time to time, by giving notice to the MyCIF participants. |
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| 4. | Any Amendment to the terms and conditions, including any appendices hereto, shall be deemed to have been notified to MyCIF participants once it is: |
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| (a) | displayed on the SC’s website; or | |
| (b) | sent to MyCIF participants via electronic mail; or | |
| (c) | effected by any other means of notification which the SC determines fit, | |
and the Amendment shall be deemed effective and binding from the date of notification of the Amendment or such other date as may be specified by the SC in the notification. |
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| 5. | MyCIF participants are required to refer to the MyCIF’s microsite https://www.sc.com.my/mycif/terms-conditions-relating-to-malaysia-co-investment-fund-scheme for the latest terms and conditions applicable to them. | |
| 6. | The MyCIF participants’ continued participation in the MyCIF is subject to the SC’s ongoing review and monitoring, and the SC may suspend and/or terminate any MyCIF participant’s right to receive/apply for further MyCIF investment at any time upon giving sufficient notice or with immediate effect if the SC deems fit. | |
| 7. | For avoidance of doubt, the SC reserves the right and discretion at any time to refuse investments into any campaign without having to assign any reason.
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| 8. | MyCIF will not invest in any campaign which will receive or has received investments from such other co-investment funds as administered by the SC or any of its affiliates (“Funded Campaigns”). In this regard, MyCIF participants must have in place controls to ensure that MyCIF investments are not sought or made in respect of such Funded Campaigns.
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| 9. | The SC reserves the right and discretion at any time to withdraw the investment funds allocated to MyCIF participants in the event of non-utilisation of any part of such investment funds for any length of period as may be determined by the SC, non-compliance with any of the terms and conditions, instructions or communication issued by the SC, or any other undisclosed reasons in order to safeguard MyCIF’s funds. | |
| 10. | For avoidance of doubt, the SC may at any time without having to assign any reason to the MyCIF participants but subject to approval or instruction by the Government of Malaysia, suspend, cancel and/or terminate the MyCIF upon giving fourteen (14) calendar days’ prior notice to the MyCIF participants. | |
| 11. | All communications in writing including any report by the MyCIF participants to the MyCIF secretariat must be made via electronic mail to [email protected]. | |
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The additional terms and conditions applicable to MyCIF participants who operate ECF platforms are set out as follows: |
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| 12. |
Subject to these terms and conditions, MyCIF will invest in ECF campaigns that are hosted on the MyCIF participants’ platforms in accordance with the following co-investment criteria: |
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| (a) |
MyCIF will invest in ECF campaigns (other than ECF campaigns described in paragraph 12(b)) based on a 1:4 ratio, in which MyCIF will invest RM1 for every RM4 successfully raised from private investors on the MyCIF participants’ platforms; |
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| (b) |
MyCIF will invest in ECF campaigns by issuers under such other specific schemes as may be announced or approved by the Government of Malaysia from time to time (“Permitted Strategic Schemes”) in accordance with the investment criteria and conditions determined by the SC. MyCIF participants may refer to MyCIF’s microsite https://www.sc.com.my/mycif for the latest information and application forms in relation to such Permitted Strategic Schemes, including the applicable investment criteria and conditions therefor. For the avoidance of doubt, ECF issuers will be entitled to MyCIF co-investments under the Permitted Strategic Schemes only upon successful applications to be admitted thereto, as submitted by the respective MyCIF participants on behalf of the ECF issuers; |
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| (c) | MyCIF co-investment is only open to ECF issuers which meet the qualifying criteria as set out in Part A of Appendix 1 of these terms and conditions (“Qualifying Criteria”)(An ECF issuer which fulfils the Qualifying Criteria is hereinafter referred to as an “ECF Issuer”);
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| (d) |
MyCIF’s maximum investment in each ECF Issuer (together with any of the ECF Issuer’s related corporations) is limited to RM1 million. The term “related corporations” in these terms and conditions has the meaning as defined in section 7 of the Companies Act 2016; and |
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| (e) | In the event where ECF campaign exceeds 50% of its minimum investment target, MyCIF may consider reducing the co-investment percentage.
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| 13. | In relation to ECF campaigns, the MyCIF participants shall submit the proposed co-investment allocation for the next calendar quarter to the MyCIF secretariat in writing, at least five (5) business days before the end of the calendar quarter. The MyCIF participants must provide all of the information as prescribed by the SC in the proposal form, and such other information as may be requested by the SC. | ||
| 14. |
As and when an ECF campaign fulfills the co-investment criteria in accordance with paragraph 12, the MyCIF participant shall submit an application to the MyCIF secretariat in writing for the disbursement of the MyCIF co-investment into the ECF campaign. The MyCIF participant must provide all of the information as prescribed by the SC in the disbursement application form, and such other information as may be requested by the SC. |
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| 15. | Without prejudice to the generality of paragraph 7, the MyCIF secretariat reserves the right to reject any application for investments into an ECF campaign notwithstanding that the co-investment criteria in paragraph 12 has been fulfilled if: |
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| (a) | more than one-thirds of the total funds raised by private investors comprises investments from any one or more of the following persons:
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| (i) | the founder(s) of the ECF Issuer, and/or | ||
| (ii) | persons associated with the founder(s) of the ECF Issuer; and/or | ||
| (iii) | persons associated with the ECF Issuer. | ||
(Founder(s) of the ECF Issuer, persons associated with the founder(s) of the ECF Issuer and persons associated with the ECF Issuer are hereinafter referred each as “Associated Person”, and collectively “Associated Persons”). The reference to “persons associated” in these terms and conditions will be construed in the same manner as provided under section 3 of the Capital Markets and Services Act 2007. In this regard, the MyCIF secretariat may require the ECF participant to submit information on the breakdown of investments raised from Associated Persons, including information on the identity of the Associated Person, the Associated Person’s relationship with the ECF Issuer or founder(s) of the ECF Issuer, and amount of total ECF investments in the ECF Issuer by the Associated Person. MyCIF participants must therefore have in place processes and procedures to ensure that investments of any Associated Persons may be duly identified and accurately disclosed to them to assess the eligibility of such ECF Issuer for MyCIF co-investment; |
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| (b) | the MyCIF secretariat is of the opinion that the terms of redemption of shares (if any) does not specify when investors may be entitled to exercise such right to redeem (i.e. where there is no redemption tenure and the right to redeem is at the absolute discretion of the ECF Issuer); or | ||
| (c) | MyCIF is not provided with an express option to divest its investments in the ECF Issuer in consideration for cash at the earliest exit opportunity, where this is feasible to the ECF Issuer (“Option”). The ECF Issuer must express the Option in the relevant agreement(s) or record setting out the rights and obligations of the shareholders of the ECF Issuer. For the avoidance of doubt, “exit opportunity” includes any initial public offering or restructuring exercise to facilitate an initial public offering, merger, or sale or transfer of some or all of the shares in the ECF Issuer including share swaps. |
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| 16. | Once the ECF campaign is successfully funded and closed, MyCIF participants must submit the transaction report within five (5) business days once the cooling-off period ends. The MyCIF participants must provide all of the information as prescribed by the SC in the transaction report form, and such other information as may be requested by the SC. | ||
| 17. | MyCIF co-investment is disbursed on a first-come, first-served basis. Once the maximum amount to be invested is reached, MyCIF reserves the right to halt any further investment. | ||
| 18. | The MyCIF participants shall submit a post-MyCIF investment report to the MyCIF secretariat on an annual basis. The MyCIF participants must provide all of the information as prescribed by the SC in the post-MyCIF investment report form, and such other information as may be requested by the SC.
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| 19. | The MyCIF participants must submit a consolidated impact report (as procured from the ECF Issuers’ annual impact reports) annually as at the end of December of each year to the MyCIF secretariat within five (5) business days of 31 December to the SC in respect of campaigns by ECF Issuers under the ESI Scheme. | ||
The additional terms and conditions applicable to MyCIF participants who operate P2P platforms are set out as follows: |
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| 20. |
Subject to these terms and conditions, MyCIF will invest in P2P campaigns that are hosted on the MyCIF participants’ platforms in accordance with the following co-investment criteria: |
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| (a) | MyCIF will invest in P2P campaigns (other than P2P campaigns described in paragraph 20(b)) based on a 1:4 ratio, in which MyCIF will invest RM1 for every RM4 successfully raised from private investors on the MyCIF participants’ platforms; | |
| (b) | MyCIF will invest in P2P campaigns by issuers under such other specific schemes as may be announced or approved by the Government of Malaysia from time to time (“Permitted Strategic Schemes”) in accordance with the investment criteria and conditions determined by the SC. MyCIF participants may refer to MyCIF’s microsite https://www.sc.com.my/mycif for the latest information and application forms in relation to such Permitted Strategic Schemes, including the applicable investment criteria and conditions therefor. For the avoidance of doubt, P2P issuers will be entitled to MyCIF co-investments under the Permitted Strategic Schemes only upon successful applications to be admitted thereto, as submitted by the respective MyCIF participants on behalf of the P2P issuers; |
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| (c) | MyCIF co-investment is only open to P2P issuers which meet the qualifying criteria as set out in Part B of Appendix 1 of these terms and conditions (“Qualifying Criteria”) ; and
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| (d) | MyCIF’s maximum investment in each P2P campaign is limited to RM1 million. | |
| 21. | In relation to P2P campaigns, the MyCIF participants shall submit the proposed co-investment allocation for the next calendar quarter to the MyCIF secretariat in writing, at least five (5) business days before the end of the calendar quarter. The MyCIF participants must provide all of the information as prescribed by the SC in the proposal form, and such other information as may be requested by the SC. |
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| 22. | MyCIF co-investment is disbursed on a first-come, first-served basis. Once the maximum amount to be invested is reached, MyCIF reserves the right to halt any further investment. | |
| 23. | The MyCIF participants shall, within five (5) business days after the end of each calendar quarter, provide to MyCIF’s appointed trustee a post-MyCIF investment report as at the end of each quarter, until the maturity of the investment note or Islamic investment note. The MyCIF participants must provide all of the information as prescribed by the SC in the post-MyCIF investment report form, and such other information as may be requested by the SC.
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| 24. | The MyCIF participants shall submit a consolidated impact report (as procured from the P2P Issuers’ annual impact reports) as at the end of December of each year to the MyCIF secretariat within five (5) business days of 31 December to the SC in respect of campaigns by P2P Issuers under the ESI Scheme. | |
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Participation in informal sector pilot |
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| 25. | A MyCIF participant who operates a P2P platform may apply to carry out an informal sector pilot in accordance with such criteria as may be specified by the SC. | |
| 26. | The SC may upon application by a MyCIF participant who operates a P2P platform, approve the MyCIF participant to carry out an informal sector pilot, subject to any terms and conditions as the SC considers necessary. | |
| 27. | For the avoidance of doubt, paragraphs 20, 21 and 23 do not apply to the P2P campaigns that are part of an informal sector pilot (“informal sector campaigns”). |
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| 28. | The informal sector campaigns must be hosted separately on the MyCIF participant’s platform. | |
| 29. | The overall portfolio size of an informal sector pilot is limited to RM2 million. | |
| 30. | The maximum financing for a single P2P issuer under an informal sector pilot is limited to RM50,000. | |
| 31. | MyCIF will invest in each informal sector campaign based on a 1:1 ratio, in which MyCIF will invest RM1 for every RM1 successfully raised from private investors on the MyCIF participants’ platforms. | |
| 32. | For the purposes of informal sector pilot, private investors are limited to a total of not more than 10 institutional / corporate / sophisticated investors. |
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| 33. | The duration of an informal sector pilot is limited to a period of 12 months post-operationalisation, and the MyCIF participant is to provide 6-month periodic review to the SC on the outcomes of the pilot or such other information as may be specified by the SC. |
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| 34. | The SC’s concurrence must be sought in relation to any proposed changes to the informal sector pilot including the scope and administration of the informal sector pilot. |
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| 35. | After the SC has granted approval under paragraph 26, the MyCIF participant may submit an initial request for disbursement. The MyCIF participant may submit an application for additional funds as and when necessary, subject to the relevant limits. The MyCIF participant must provide all of the information as prescribed by the SC in the request form, and such other information as may be requested by the SC. | |
| 36. | The MyCIF participants must, within five (5) business days after the end of each calendar quarter submit a post-MyCIF investment report as at the end of each quarter to the MyCIF secretariat, until the maturity of the investment note or Islamic investment note. The participant must submit all of the information prescribed by the SC in the post-MyCIF investment report form, and such other information as may be requested by the SC.
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(Paragraphs 12(c) and 20(c)) |
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Part A: Qualifying Criteria for MyCIF Co-investment in Equity Crowdfunding (ECF) Campaigns In order to qualify for MyCIF co-investments, an ECF issuer must: |
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| 1. | Be a permitted issuer as set out in the Guidelines on Recognized Markets (”RMO Guidelines”), other than a microfund (as defined in paragraph 13.01 of the RMO Guidelines); | ||
| 2. | Fall within the definition of “micro”, “small” and “medium’” enterprises (MSME) provided by SME Corporation Malaysia; and | ||
| 3. | Meet the requirements set forth by the respective MyCIF participants’ platforms. |
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Part B: Qualifying Criteria for MyCIF Co-investment in Peer-to-Peer Financing (P2P) Campaigns In order to qualify for MyCIF co-investments, a P2P issuer must: |
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| 1. | Be a permitted issuer as set out in the RMO Guidelines; | ||
| 2. | Fall within the definition of “micro”, “small” and “medium’” enterprises (MSME) provided by SME Corporation Malaysia; and | ||
| 3. | Meet the requirements set forth by the respective MyCIF participant’s platform. |
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