3 Overseas Companies

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3 Overseas Companies

Foreign incorporated companies may list on the NASDAQ Global Market. Companies already listed on a foreign market may also list on the NASDAQ Global Market.

There is no typical time frame for gaining admission to NASDAQ. Admission is generally driven by the SEC registration process. The process might take anywhere from six to eight weeks, but could take longer depending on the level of the company’s cooperation with NASDAQ and the SEC.

If a foreign issuer has not previously registered with the SEC, it must prepare consolidated financial statements that comport with U.S. Generally Accepted Accounting Principles (“GAAP”) in order to list on any U.S. stock exchange.

A foreign issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to distribute annual and interim reports set forth in Rule 5250(d), and the Direct Registration Program requirement set forth in Rules 5210(c) and 5255.

3.1 Disclosure Requirements

A foreign issuer that follows a home country practice in lieu of one or more of the Listing Rules shall disclose in its annual reports filed with the Commission each requirement that it does not follow and describe the home country practice followed by the Company in lieu of such requirements. Alternatively, a foreign issuer that is not required to file its annual report with the SEC on Form 20-F may make this disclosure only on its website. In addition, a foreign issuer making its initial public offering or first U.S. listing on NASDAQ shall disclose in its registration statement or on its website each requirement that it does not
follow and describe the home country practice followed by the foreign issuer in lieu of such requirements.

A foreign issuer listed on NASDAQ may follow the home country practice, as defined in General Instruction F of Form 20-F, in lieu of the provisions of the Rule 5600 Series, Rule 5250(d), and Rules 5210(c) and 5255, subject to several important exceptions:

 The issuer shall comply with Rule 5625 (Notification of Noncompliance).

 The issuer shall have an audit committee that satisfies Rule 5605(c)(3).

 Members of the audit committee shall meet the criteria for independence referenced in Rule 5605(c)(2)(A)(ii).

 The issuer must comply with Rules 5210(c) and 5255 (Direct Registration Program) unless prohibited from complying by a law or regulation in its home country.
 An issuer that elects to follow home country practice in lieu of a requirement of Rules 5600, 5250(d), 5210(c) or 5255 shall submit to NASDAQ a written statement from an independent counsel in such foreign issuer ‘s home country certifying that the foreign issuer ‘s practices are not prohibited by the home country’s laws. In the case of new listings, this certification is required at the time of listing.

In the interest of transparency, a foreign issuer is required to make appropriate disclosures in the foreign issuer ‘s annual filings with the SEC. A foreign issuer that is not required to file an annual report on Form 20-F may provide these disclosures in English on its website

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