Equity Standard Listing- Rules 5450(a) and 5450(b)(1) requirements

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Each company must have an audit committee consisting solely of independent directors who have the requisite financial experience and expertise.

 Each company shall conduct appropriate review and oversight of all related party transactions for potential conflict of interest situations. This review must be conducted by the audit committee or another independent body of the board of directors.

 The voting rights of existing shareholders cannot be disparately reduced or restricted through any corporate action or issuance.

NASDAQ’s corporate governance requirements generally apply to foreign issuers. However, the relevant rule permits foreign issuers to follow certain home country governance practices in lieu of the comparable NASDAQ requirements. To do so, a company must provide NASDAQ with a letter from outside counsel in the company’s home country, certifying that the company’s practices are not prohibited by home country law. This letter is only required once, either at the time of initial listing, or prior to the time the company first adopts a non-conforming practice.

All foreign issuers must comply with those requirements that are mandated by U.S. securities laws and regulations. As such, all foreign issuers are still required to comply with the audit committee requirements of Rule 10A-3 under the Exchange Act. All foreign issuers must also continue to comply with the listing agreement requirement, the requirement to promptly notify NASDAQ of material non-compliance, and the requirement to disclose receipt of a going concern opinion.

A foreign issuer relying on an exemption must disclose in its annual reports filed with the Securities and Exchange Commission each requirement of Rule 5000 series that it does not follow and the alternative home country practice it does follow. In addition, a foreign issuer making its initial public offering or first U.S. listing on NASDAQ must disclose any such practices in its registration statement.

11 Continuing Obligations

A company listed on the Global Market exchange must comply with all the continued listing requirements. If the company is unable to maintain the continued listing criteria, it will be notified, in writing, of the nature of the deficiency and the action necessary to regain compliance. If the company receives a delisting letter, it will have the opportunity to appeal NASDAQ’s determination to the Hearings Panel.

Equity Standard Listing- Rules 5450(a) and 5450(b)(1) requirements:

 US$10 million in stockholders’ equity;

 750,000 publicly held shares;

 US$5 million market value of publicly held shares;

 US$1 minimum bid price;

 400 round lot shareholders;

 Two Market Makers; and

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