Application for Listing on International OTCQX

Transcription

1 Capitalized terms used in this shall have the meanings given in the OTCQX Rules, as amended from time to time. Part A. Basic Information Please provide the following: Company Name: U.S. Trading Symbol: Name and of Primary Contact Person at the Company: Part B. Tier Eligibility Select the International OTCQX tier on which the Company is seeking to list its securities: International PremierQX International PrimeQX If applying for International PrimeQX or International PremierQX: 1. Does the Company have proprietary quotations published by a Market Maker in Pink Sheets? 1 1 The International OTCQX listing is designed to distinguish non-u.s. companies traded on the U.S. overthe-counter market that provide U.S. investors with the same information that is publicly available to investors in non-u.s. markets. Pink Sheets is a non-exclusive securities information processor and not a national securities exchange or alternative trading system. Market Makers voluntarily decide whether or not to quote securities in the Pink Sheets and Pink Sheets does not govern the conduct of their trading. The 1

2 2. Is the Company listed on a Qualifying Foreign Stock Exchange and has it been listed on such exchange for a minimum of the preceding 40 days? 3. (i) Is the Company current and fully compliant in its obligations under Exchange Act Rule 12g3-2(b), (ii) in the case of a Company that (A) has filed a Form 15F with the SEC pursuant to Exchange Act Rule 12g3-2(e)(1) or (B) has elected to publish information electronically pursuant to Exchange Act Rule 12g3-2(f), is the Company fully compliant with its obligations under Exchange Act Rules 12g3-2(e) or 12g3-2(f), as applicable, and has the Company posted the information required under Exchange Act Rules 12g3-(b), 12g3-2(e) or 12g3-2(f), as applicable, in English or (iii) does the Company have a class of its securities registered under Section 12(g) of the Exchange Act and is the Company current and fully compliant in its SEC reporting obligations? Please indicate either (i), (ii) or (iii). 4. Is the Company included in a Recognized Securities Manual (e.g. Standard and Poor s, Mergent, etc.) and if so, which manual(s)? If the Company has applied but is not yet published in a Recognized Securities Manual, what is the expected publication date? In addition, if applying for International PremierQX: 5. Is the Company qualified for listing securities under the financial standards of the Worldwide (Non-U.S) Listing Standards of the New York Stock Exchange (for purposes of this, the Company is not required to have a class of securities registered under Section 12 of the Exchange Act or meet the bid price standard of the Worldwide (Non-U.S) Listing Standards of the New York Stock Exchange, listed below)? Worldwide (Non-U.S) Listing Standards of the New York Stock Exchange: Earnings Aggregate Pre-tax Income for last 3 years is at least $100 million Minimum Pre-tax Income in each of 2 preceding years is at least $25 million (all 3 years must be positive) OR Valuation - Revenue (may satisfy either Test A or B) NASD regulates Market Makers. Companies for which Market Makers do not publish quotations in the Pink Sheets are not eligible to use the International OTCQX designation. 2

3 Test A, Valuation with Cash Flow Global Market Capitalization: U.S.$500 million Annual Revenues: U.S.$100 million Aggregate Cash Flow for the last three (3) years: U.S.$100 million (all three years must be positive) Minimum Cash Flow in each of the two (2) preceding years: U.S.$25 million Test B, Pure Valuation Global Market Capitalization: U.S.$750 million Annual Revenues: U.S.$75 million Part C. Company Information and Contacts Attorney PAL, Investment Bank PAL or ADR Depositary PAL 1. Name of the Company s (a) Attorney PAL, (b) Investment Bank PAL or (c) ADR Depositary PAL, as applicable. Company Information 1. Primary Exchange and Trading Symbol(s) 2. Exchange Tier, if applicable (for example, LSE Main Market) 3. List All Securities Indexes on which the Company is Listed 4. Address of Principal Executive Offices 5. Telephone and Fax 6. Website URL 7. Short Business Description (50 words or fewer) 3

4 8. Place of Incorporation 9. Date of Incorporation 10. Accounting Standards Followed (e.g. IFRS) 11. Financial Reporting Currency 12. Fiscal Year End Date 13. Interim Reporting Requirements (quarterly or semiannual) 14. Exchange Reporting Time Requirements (e.g., schedule of when annual, semi-annual and quarterly financial reports are due) 15. Primary and Secondary Standard Industrial Classification (SIC) Codes 16. Central Index Key Number (CIK) (if SEC reporting or N/A if not applicable) 17. Name and Address of Transfer Agent Contacts For each of the following, provide the legal name, business address (if different from company address), address and phone number. For Directors, Board Members, and Other contacts, include business title as well. 1. Chief Executive Officer or individual acting in a similar capacity 2. Chief Financial Officer or individual acting in a similar capacity 3. Chief Operating Officer or individual acting in a similar capacity 4. Investor Relations Officer or individual acting in a similar capacity 4

5 5. Chairman of the Board 6. Directors and Board Members 7. Other (list any applicable) Part D. Description of Securities Security Information If applying for more than one issue, provide a separate answer for each class of securities. 1. Type of issue to be listed (e.g., ADR, ordinary, common, preferred, warrant, convertible, etc.) 2. CUSIP Number 3. Par or Stated Value 4. Expiration date and exercise price (or any other relevant information regarding the issue) 5. Total shares (include as-of date) a. authorized b. outstanding c. in the public float 6. Are the securities eligible for deposit with the Depository Trust Company, as determined under the Rules of the Depository Trust Company, as amended from time to time? Part E. Required Supplemental Information 5

6 The following documents must be attached to this application. Listing Agreement, including exhibits and the Cover Sheet; and Issuer Appointment of an Attorney Principal American Liaison, Issuer Appointment of an Investment Bank Principal American Liaison or Issuer Appointment of an ADR Depositary PAL, as applicable. As applicable, (i) an Application to Serve as an Attorney Principal American Liaison and the appropriate Attorney PAL Application Fee, (ii) an Application to Serve as an Investment Bank Principal American Liaison and the appropriate Investment Bank PAL Application Fee or (iii) the appropriate ADR Depositary PAL Initial Fee, unless the prospective Attorney PAL, Investment Bank PAL or ADR Depositary PAL, as applicable, is currently included on Pink Sheets list of Attorney PALs, Investment Bank PALs or ADR Depositary PALs, as applicable and as published on or Part F. Signature I,, as (print name) (Title) of (Company Name) hereby certify, to the best of my knowledge and belief, that the information contained in the Application for Listing on International OTCQX is true and correct, and will notify Pink Sheets promptly of any material changes. Signature of Company Officer Date 6

7 Appendix I. Payment Application and Listing Fee Schedule Listing Application Fee: U.S.$5,000 (non-refundable) Listing Fee: U.S.$11,400 per year (non-refundable) The Company acknowledges that Pink Sheets has the right to refuse the Company s in its sole and absolute discretion. The Company acknowledges that in the event of such refusal or a withdrawal of the, the Listing Application Fee shall not be refunded. Please print legibly or type the below information: Billing Information Please send our invoices to the following contact: Contact Name: Contact Title: Company Name: Address: City: State: ZIP: Country: Telephone: Fax: Corporate Headquarters - If same as billing, leave blank. Services are delivered to the following location. Contact Name: Contact Title: Company Name: Address: City: State: ZIP: Country: Telephone: Fax: Upon acceptance of our application, we would prefer to be billed for Listing Fees as selected below: (choose one: Monthly // Quarterly // Semi-Annually // Annually) Services accepted and entitled before the 21 st of the month will be charged for the entire month. Services accepted and entitled on or after the 21 st of the month will be charged for the subsequent month. We will make payments by: (choose one: Credit Card // Check // Wire Transfer // Invoice Me) If no payment option is selected, you will receive an invoice for each payment. 7

8 Instructions 1. If you choose to pay by Credit Card, please carefully read and complete the form below. 2. Checks must be made payable to Pink Sheets LLC. 3. If you choose to make payments by Wire Transfer, please contact Pink Sheets Issuer Services at (212) for further instructions. 4. Please indicate below if you would prefer to receive an invoice prior to making your initial payment: YES NO I hereby authorize Pink Sheets LLC to charge my credit card AMEX VISA MASTERCARD DISCOVER Card number Exp. date (for your protection, you may wish to leave off the last four numbers of the card or leave blank the expiration date and we will contact you at the phone number below.) Name on card Billing address (if different from above) Telephone (Very important) Select the appropriate box(es) below Listing Application Fee of $. Use my card for all future invoices until I notify Pink Sheets LLC in writing to cancel. Signature (must be cardholder above) 8