Friday, April 07, 2006

Transformation from Private to Public Company

  1. Shareholders Approval to legally change from Sdn Bhd to Bhd
  2. Change of mindset i.e learning to behave as a Public Company
  3. Search and appointment of experienced Independent Directors
  4. Formation of Board Committees such as Audit, ESOS and Remuneration

Challenges faced by KarenSoft in Listing

  1. Must have funds to pay upfront to reporting accountants, due diligence lawyers and MESDAQ Advisors etc
  2. Balancing the need to perform and yet concentrating on meeting Advisors, KLSE & SC requirements
  3. Appointing the right Advisor i.e cost is not the only factor
  4. Placing out shares during a bearish market
  5. Competing for Media attention

Why list on KLSE MESDAQ Market ?

KLSE MESDAQ Market is a separate board to cater for high growth or high tech companies such as KarenSoft Technology Berhad

  1. Strict due diligence by MESDAQ but no need to have 2nd Board profit track record
  2. To raise funds for R & D, local and overseas expansion
  3. To have a higher profile which is good for Branding & Marketing
  4. To show customers that we are here to stay
  5. To encourage staff retention via ESOSTo allow angel and institutional investors an exit point

The Road to KLSE Mesdaq Market

  1. Acceptance by a MESDAQ Advisor to prepare and submit application
  2. Meet milestones (if any) set by MESDAQ
  3. AdvisorActual Submission of application including 5-year Biz Plan (24 January 2002)Clearing 1st and subsequent round queries raised by KLSE .
  4. Presenting to/Visit by KLSE MESDAQ Market
  5. Approval by KLSEApproval by SC as an Approved Company (15 July 2002)
  6. Underwriting of public issue (yellow, pink & white forms)
  7. Final clearance of Prospectus by SCIssue of Prospectus (18 December 2002)
  8. Balloting of white forms (29 Jan 2003)
  9. Actual listing (24 Jan 2003)

Homegrown software: The uphill battle to make a global impact

Homegrown software: The uphill battle to make a global impact
Posted on Friday, August 27 @ 19:27:02 MYT at Trinetizen
Topic: Software


Developing your own software in Malaysia is a lot of sweat and tears, and very often a labor of love. Ask Looi Hoong Thoong. He should know.

Looi started "playing around" with computer viruses in 1988, and on his own steam and imagination, sans a grant, bank loan or external seed money, came up with V-Buster, an anti-virus program which he began selling two years later.

"Although I started at around the same time as McAfee, one is a multi-millionaire and the other isn't. Guess who is the poorer one?" says Looi.

Nine years on, Looi still puts in 18-hour work days and takes home no salary. He is constantly tweaking V-Buster with antidotes to new viruses, answers up to 300 emails a day, attends to after-sales support personally and, sometimes, copies and packs the product himself.

Looi admits he isn't financially badly off. He is an architect by profession, drives a BMW and has interests in "lots of other businesses". "But the money I make is not from V-Buster," he qualifies.

The entrepreneur has 10 employees in his Penang office and a computer science graduate daughter who attends "to the usual small, not-so-important problems". In her, Looi hopes to leave his legacy--the V-Buster--to build on.

The Malaysian is a prime example that the homegrown software business is still very much a never-ending Holy Grail for anyone with an idea. The odds appear stacked against the person with such Camelot dreams. Indeed, the homegrown software industry is under-developed and has no official body to represent its interests.

Banks and financial institutions shy away from extending loans, while grants, incentives and venture capital are hard to come by. Piracy is rampant, and copyright laws inadequate. Marketing to the masses is a tough sell in the brand-conscious, foreign-biased local market, while foreign markets look with disdain at locally made software.

Looi was especially miffed when someone offered to market the V-Buster in the U.S. "The conditions were that all copy protection be removed. This would have killed me in Asia. A U.S. address was to be used with no reference to Malaysia, and the author of the program would be called 'H.T. Louis', " he says. This last condition made him sick to his stomach.

Looi stands by his product and says it is equivalent, if not better than, any product the West has churned out. But he has had limited success abroad, particularly since few foreign publications want to review the software.

V-Buster is currently in its ninth version and can detect 27,643 viruses. It can also automatically rebuild the boot sector and partition table of a crashed, inaccessible hard disk. The program has garnered a pool of loyal local corporate customers, including subsidiaries of multinationals such as Motorola, Intel, Siemens and Fujitsu.

An "imported is better" mentality

Another Penang-based software house making inroads into the local market is KarenSoft Solutions Sdn Bhd, which grew out of Chee Chong Hwa's accounting practice.

Chee began dabbling with the software to speed up his work at a Taiwanese company in Prai, which resulted in a DOS-based fixed asset management solution. Word got around of its successful implementation and soon Chee had a growing customer base.

"In the early days, I was often asked, 'what will happen to us if you cross a street and get knocked down by a bus?' I used to be annoyed but it was a lesson in the importance of continuity in a potential customer's mind," he says. That led to the birth of the KarenSoft brand in 1991; Karen being an acronym for Killer Applications which are Robust, Elegant and Network-ready.

KarenSoft currently has a host of suite and standalone products including enterprise resource planning (ERP), manufacturing resource planning (MRP) and financial solutions, hotel management and healthcare information systems, and an integrated Web browser.

Chee says the local software market is stifled by the deep-rooted "imported is better" mentality.

"There is a clear-cut preference for foreign-branded software whenever the cost exceeds RM200,000 (US$52,600). The decision-makers, particularly the non-IT literate management, may want to play safe and avoid any risk by choosing expensive foreign software which may or may not be appropriate for their needs.

"If the project fails then they would not be held accountable for choosing a lesser-known brand. The other fear is that local software outfits may fold and may not be able to provide support and future upgrades," he notes.

Chee says that unlike their foreign counterparts, local software companies have limited or no budget to spend on marketing, advertising, promotion, brochures and attractive packaging.

KarenSoft grew purely from word-of-mouth and referrals. But the products were a cost-effective alternative and obviously useful as they currently have 200 customers from small to medium-sized enterprises.

"In retrospect, my biggest regret was not concentrating on marketing. Fortunately, with a pending IPO (initial public offering) and additional investments, this problem is now being addressed and we are expecting exponential growth in three to five years," he adds.

The company currently employs six programmers and is projecting revenues of RM1.2 million this year, RM5 million in 2000, and RM10 million in 2001.

Although KarenSoft was unable to raise any grants, it did get a five-year tax break for up to 70 percent of sales profits for its MRP2 product, and managed to secure a banking facility in 1998.

An industry divided

Chee believes the suggestion that software developers band together to improve their lot may not work as most lone software developers, of which he was one before, have limited resources and time.

"As such they would see this as unproductive and time ill-spent on a non-revenue activity. They would also be unwilling to share their hard-earned knowledge--perhaps rightly so--and their interests may not converge," he says.

The Internet appears to be a double-edged sword for local software companies offering a cost-savings means of delivery and near-free advertising, but raising the specter of piracy.

"We see the Internet as a boon particularly for our Internet-based products and offer 90-day evaluation copies for downloading. But nobody is really safe from 'warez' sites where you can get full-blown products," he notes.

V-Buster's Looi is also skeptical. He says the Internet may have raised awareness but doesn't sell more software. "My homepage hit counter has 1.17 million visitors, many of whom are only after the free evaluation copy and do not necessarily follow up with sales," he reveals.

"A few months back I stopped putting an evaluation copy of the latest release of V-Buster for downloading on my homepage for fear of piracy. The copy available was a much older release. This brought thousands of angry emails from all over the world, some exceptionally rude," he recounts.

Looi was also incensed to hear from customers that V-Buster was very popular in parts of Indonesia and Thailand. The reason: all the copies were pirated, and came complete with photocopied manuals.

"The other anti-virus program vendors offers free full-working evaluation copies on the Net. My evaluation copy has limited features. So how do you compete with something that is free?" asks Looi.

In the back-office systems market, the Internet has not really impacted business that much. "It helps with support, not with delivery. It's good for people searching for products in specific industries though, " says Kevin Steer, founder and CEO of I-Systems Consulting Sdn Bhd.

Steer's company has developed a group insurance and employee benefits system with four major clients, two locally and one each in Hong Kong and Thailand. Steer feels the industry is still desperately in short supply of trained developers and people with good project management skills.

"I think vendors should provide more grants and incentives for local developers to use their products as there is a lack of experienced developers. Thus a lot of money is spent on training," he notes.

On the marketing front, Steer says many companies in Malaysia still cannot see the value of the IT solution from the hardware.

"There is still a tendency to budget a lot for hardware and expect the software and support to be 'thrown in'. With this attitude it is difficult to effectively market anything," he adds.

In addition, the foreign bias is too firmly ingrained. "A comment recently made to me was that you must sell your product overseas first then bring it back to Malaysia," says Steer who migrated from England to start his software company here.

Changes afoot

Malaysia's Multimedia Super Corridor (MSC) holds out hope that change is coming. The costly government-led experiment to attract the world's top IT companies to set up shop here, and crank out products for the new millennium, may well provide the leg up that the homegrown software industry needs.

MSC promoter Multimedia Development Corporation (MDC) is attempting to cover all bases to provide the environment where future software powerhouses can be incubated and flourish. These include grants, a venture capital fund, low-rent offices for startups, tax breaks and unlimited import of foreign knowledge workers.

Ultimately, the project hopes that some foreign-to-local brainpower osmosis may take place that will throw up a local Marc Andreesen, Linus Torvalds or Sabeer Bathia.

The top-down push, however, has its fair share of detractors. "Neither government nor the MDC nor financiers can take the ultimate responsibility for success or failure of individual companies or the software industry in general," says Tim Loving, managing director of AccTrak21 Sdn Bhd, which designs and develops a range of financial and business management software.

Loving believes that business is business, and people going into software should expect to have to make a lot of sacrifices and take a lot of risks. "If they are not prepared to risk their house, they should stay working for somebody else. Don't expect the government to take all the risk and the effort out of it. They cannot, nor should they spend taxpayers' money attempting to do so," he adds.

Loving says the American software industry model, the most successful seen so far, appears to have no government involvement whatsoever.

"The software industry there consists of 10,000-plus companies, most of which are small and struggling seedlings. But the ones that succeed go on to become mighty oak trees, and among the richest, most profitable corporations ever seen in the history of mankind. The ones that fail are not total failures, the staff do not die with the company. The experience of failure may be one of the most important lessons to learn in moving towards eventual success," he adds.

On grants and incentives, Loving says local software companies should not await for such handouts. "If the Malaysian software industry has to depend on those, it stands little chance of being robust and competitive enough to survive in a tough world."

Loving adds, though, that local financial institutions have not been supportive of the industry. "Malaysian financial institutions and venture capital groups cannot as yet get their minds around an industry that has little or no net tangible assets (NTA). Many of the great engines of wealth that today drive the U.S. would have been stifled at birth by Malaysian financiers, since they don't fit the Malaysian asset-driven formula for loans and investments.

"So Malaysian software companies that need capital for global expansion should not expect to find it here," he says. AccTrak21 itself has ventured out to get an IPO on the Nasdaq national market.

Loving says that even government-sponsored funds are usually administered by people with no knowledge or understanding of the software industry and its very special characteristics. "Hence, the approval processes are likely to be onerous, slow and risk-averse. They may not even work. Time will tell," he says.

Of the future, the one consistent advantage that Malaysia has is that it has the lowest cost of doing business in the region, says New Zealand-born Loving who migrated to Malaysia eight years ago from Melbourne, where he ran an IT consulting firm.

Benedict Lee, managing director of the Microsoft Knowledge Capital Centre Sdn Bhd, equates the current status of the homegrown software industry to that of a crawling baby that has yet to discover the ability to walk or run.

"We are still in the early stages of the game. Software requires talent and creativity. But there are visible signs of a nascent software community beginning in Malaysia. There have been instances of Malaysian companies creating world-class software. I am also seeing more technopreneurs who are no longer satisfied with a salaried environment and who have a dream. Malaysia is on the right track," he reckons.

Malaysia has thrown its hat into the ring, and wants to make the IT industry an economic growth engine with global software big boys providing the fuel, and local talent the creative lubricant.

Promisingly, a legion of digital-hungry teenagers have already begun to burn holes in their parents' pockets for computing access and all-things Internet.

Perhaps in the near future, one in their ranks may come up with an idea that will have global impact and it won't matter whether the Made-In-Malaysia label outside credits Looi or Louis.

Note: Published in CNET Asia, Aug 27, 1999
by Julian Matthews, Malaysian correspondent

To get funding, you must desire a Mercedes

In 1997, KarenSoft started to grow and I ran out of money to fund our growth. Interesting enough, a Malaysian VC fund discovered us. Before long, I was exposed to stuff such as term sheets and due diligences.

On reaching the Penang International Airport, the Investment Analyst ( I shall call him JS) said "Hey, Chee, don't you think that Mercedes on your right looks beautiful ? Don't you wish that you could be driving one ? " I foolishly said "Nope, not interested !"

Needless to say, KarenSoft was given the much needed funding ! In 2002, when I was invited to a MavCap seminar and reading the notes, I finally discovered that most VCs do not like CEOs who have no desire for material stuff ! Oh Well !

What happens if you are hit by a bus ?

One day in 1991, I was visited by Mr Mamoru Hosoi, the Asst General Manager of Nichimen Corporation, Japan who was responsible to source for an Accounting System for Irrichi Malaysia, Prai.

Mr Hosoi : Congratulations Chee San ! Japan has approved your proposal for the computerisation of Irrichi Malaysia .

Chee : Thank you !

Mr Hosoi : Chee San, you should be proud to be approved by Japan but I am worried about something...

Chee: Please elaborate

Mr Hosoi: I am confident about your ability to deliver but what happens to Iriichi if you are hit by a bus ?

At that point in time, I was implementing solutions via CHCA Software Solutions. Since Mr Hosoi has clearly brought up the issue of continuity, I went ahead and converted CHCA Software Solutions to CCH Software Solutions Sdn Bhd on 20th August 1991.