GXG Markets

Stock Exchange Listings consortium has listed the most companies of anyone on the GXG Markets. Stock Exchange Listings can list firms in 4 weeks or less, list on any of the exchanges, and can list equities, bonds, debts, and Funds. To see if you qualify as a company

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GXG Markets is a European Regulated Market which operate a securities market focusing on SME companies by operating a three-tier market structure with an OTC segment (an information and trading platform for professional investors) known as “GXG First Quote”, a MTF (Multilateral Trading Facility) “GXG Main Quote”, and a Regulated market known as the “GXG Official List”.

GXG Markets utilises its parent company’s, GXG Global Exchange Group’s proprietary electronic trading platform, GXG Tellus.

The GXG Markets have two kinds of listing partners. The Corporate Advisors and the Broker Dealers. A Corporate Advisor is limited to listing firms only on the OTC Market, an official Broker Dealer can list firms on the OTC, MTF, and Regulated Board. A GXG Broker Dealer also can set-up trading accounts, trade and clear shares or debt of the exchange on the First Quote, Main Quote, and Regulated Markets. (Reference: http://en.wikipedia.org/wiki/GXG_Markets)

RST Capital Limited is an official broker dealer of the GXG Markets and can both list and trade the GXG Market.

The GXG has is a 3 Tiered Market

The 3 market Tiers are:

• GXG First Quote (formally GXG OTC):

For early-stage growth companies. MTF providing a restricted public market quote and trading facility.

• GXG Main Quote (formally GXG MTF):

For growth companies looking for a public quote. MTF providing full public market quote and trading facility.

• GXG Official List:

For companies seeking a full listing on a regulated market. European Regulated Market providing a full market listing.

GXG First Quote – Formally the GXG OTC Markets

Supervision

Trading on OTC Markets is carried out as matched bargains between brokers. These brokers are under supervision by their national FSA, whereas there are very few rules for companies on OTC Markets.

Management

An Applicant must have at least two Directors unless a greater number of Directors is required according to the applicable corporation law in the Issuing Company’s jurisdiction.

Number of Shareholders

No rules.

Prospectus/Memorandum/Background Info

A quite simple background information on the company must be available, including access to the last three annual reports if such exists Market is combined with a fund raising, a prospectus/ public offer document / private placing document must be prepared. As of July 1st 2013 the GXG Market’s First Quote requires a “GXG admission document” for submission to the market – this is similar to a business plan.

Share Status

Issuing Company must ensure that all Securities within that class if traded on the Market rank pari passu and are freely transferable and additionally where the traded Security is shares in an Issuing Company the issued shares are fully paid up.

As well, issuing Company must appoint a suitable registrar/transfer agent to handle transactions in the Securities admitted to the Market and have made appropriate arrangements for the electronic settlement of transactions in its securities;

Age of Company

No Rules.

Size of Company

No Rules.

Accounting Standards

As of July 1st, 2013 First Quote Companies must provide the following: Financial Statements of the Issuing Company • Audited accounts (in accordance with Rule 2.1) • Current management accounts • Cashflow projections; month by month breakdown for a minimum of 12 months

Rules of Disclosure

As of July 1st, 2013 the rules of Disclosure changed and an Issuing Company must sign up with a Recognised Information Service Provider such as PR Newswire or Thompson Reuters and disclose information via an Announcement to the market in accordance with the disclosure rules below: • An Issuing Company must ensure that all announcements to the market are fair, accurate, contain no misleading statements and do not omit any vital information.

• An Issuing Company is required to issue a notification without delay of o any change in its legal name o any change in its registered office Address o any change in its accounting reference date.

• An Issuing Company is required to inform the Market immediately of any changes to its share structure or shares in issue. This includes the issue of any new Securities by the company or any redemption or repurchase of Securities, whether or not the Securities in question are quoted/traded on the Market. Where the Security quoted on the Market is a debt instrument the company is required to inform the Market immediately of any changes to it’s the structure or issued number debt instruments.

• An Issuing Company is required to inform the Market immediately it is made aware of any changes in overall ownership where a Party or Connected Parties have acquired or disposed of shares in the Issuing Company that increases or decreases their holding or control of voting rights through a level equal to 30% of the issued share capital of the Issuing Company.

• An Issuing Company is required to inform the Market immediately it is made aware of any changes in overall ownership where a Party or Connected Parties have acquired or disposed of shares in the Issuing Company that increases or decreases their holding or control of voting rights through a level equal to 50% of the issued share capital of the Issuing Company.

• Any private placing or public offer document by an Issuing Company must be submitted to the Market and may need to be published on the GXG website.

• Issuing Companies are required to inform the Market immediately of the resignation, dismissal or appointment of any director, giving the date of the occurrence

• Issuing Companies are required to inform the market immediately of any transactions involving the buying or selling of Securities by a Director or Connected Party of the Issuing Company or the transferring of shares to or from a director’s or Connected Party’s holding whether the transaction was undertaken via the Market or not.

• Issuing Companies are required to ensure that there are suitable procedures in place so that all employees, Directors and Connected Parties are aware that they should not undertake to transact shares in the Issuing Company having received price sensitive information that has not been announced to the Market.

• An Issuing Company must enter into appropriate contractual arrangements with at least one GXG website Recognised Information Service Provider “RIS” in order to facilitate compliance with its disclosure obligations under these Rules.

Trading System

Trading on the GXG First Quote is done in the trading system GXG Tellus. You can give your trade instructions to RST Capital 24 hours a day/7 days a week, however, trades on the GXG Market can only be placed during trading hours which are 9am – 5pm Central European Time.

Timeline to listing on the GXG Market First Quote

Provided no public offering is made in connection with listing, the time from decision on listing to actual listing can be estimated to 2-4 weeks.

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Supervision

GXG Main Quote is not directly supervised by the Danish FSA. Trading takes place under GXG Markets’ MTF license (Multilateral Trading Facility) so admission to the market is approved by GXG rather than the Danish FSA.

Management

An Applicant must have at least two Directors unless a greater number of Directors is required according to the applicable corporation law in the Issuing Company’s jurisdiction. The company’s management should have suitable experience and must be approved by GXG Market.

Number of Shareholders

No rules, but the company must have an ambition of increasing the number of shareholders as a consequence of the listing

Prospectus/Memorandum/Background Info

For listing on the GXG Main Quote Market an Issuing company does not need to publish a prospectus. The Issuing Company does, however, need to prepare an Admission Document (which is similar to a business plan). If listing on the GXG Main Quote is combined with a public offering, a prospectus / public offer document must be prepared.

Also of importance, where an Issuing Company has already issued a Prospectus as part of its fund raising activities within a 12 month period prior to an Application, a copy of the Prospectus must be submitted to GXG Market for display of the GXG Market’s website.

Share Status

Lock-in Requirement

Unless otherwise agreed in advance by the Market, Directors and employees Family Members and any Connected Persons as at the date of Admission must not dispose of an interest in the Admitted Securities for a period of twelve months following Admission. This may also apply to shareholders holding 20% or more as determined by the GXG Market.

The GXG Market may waiver this requirement under certain circumstances (see Rule Book for more details)

Age of Company

As of July 1st, 2013 companies that want to list on the GXG Market’s Main Quote must have a trading track record of at least two years demonstrated by audited accounts and a Working Capital Statement. If the audited accounts are to a year end date more than nine months prior to the proposed admission date, an audited report must be also provided covering a period of at least six months from the date of the previous year end covered by the last audited accounts. For companies that don’t meet the above criteria the GXG Market may accept them on the the GXG Main Quote if they provide: • audited financial information since incorporation; and

• a business strategy demonstrates the commencement of a trading activity within 12 months and that it has produced a suitable business plan and Working Capital Statement; or

• where the Issuing Company’s principal business will be to invest in the securities of other companies (whether publicly traded or not), or to acquire a particular business, in accordance with the specific investment strategy provided as part of the Admission Document

Size of Company

Market cap EUR 1 million. Exemptions from this requirement can be made.

Accounting Standards

Listing on GXG Main Quote does not require any change in the company’s accounting standards, unless defined otherwise in specific legislation.

Rules of Disclosure

Trading System

Trading on GXG Main Quote is done in the trading system GXG Tellus.

Timeline

Provided no public offering is made in connection with listing, the time from decision on listing to actual listing can be estimated to 2-6 weeks.

GXG Market Official List (formally the the GXG Regulated Market)

Important note: The GXG Official List is a Recognised Stock Exchange by the Frankfurt Stock Exchange, providing companies with the ability to passport to their listing to obtain a dual list on the Frankfurt Stock Exchange.

Supervision

The GXG Official List is a Regulated Market operated under the European Markets in Financial Instruments Directive (MiFID) and is directly regulated by Finanstilsynet, the Danish Financial Supervisory Authority.

Management

Number of Shareholders

No rules, but the company must have an ambition of increasing the number of shareholders as a consequence of the listing

Prospectus/Memorandum/Background Info

By law, a EU compliant prospectus must always be prepared for a listing on a regulated market.

Share Status

Lock-in Requirement

The GXG Market may waiver this requirement under certain circumstances (see Rule Book for more details)

Age of Company

The company must have existed in at least 3 fiscal years with audited accounts and a working capital statement. Exemptions from this requirement can be made.

Size of Company

There should be a market capitalisation of at least £5m. Exemptions from this requirement can be made.

Accounting Standards

IFRS

Rules of Disclosure

Companies on GXG Markets (a European regulated market) must comply with the European legislation regarding disclosure of information to the market. As of July 1st, 2013 the rules of Disclosure changed and an Issuing Company must sign up with a Recognised Information Service Provider such as PR Newswire or Thompson Reuters and disclose information via an Announcement to the market in accordance with the disclosure rules below: • An Issuing Company must make appropriate and timely disclosures to ensure that the Market in the Company’s Securities is at all times properly informed of matters that could be deemed to be price sensitive information. This information must be notified to the Market no later than it is published elsewhere.

• In particular immediate announcement must be made by an Issuing Company if there are any changes in:

o its sphere of activity; o its financial position; o the performance of its business; o any disposal or acquisition of an Issuing Company’s asset which, if made public, would be likely to have a significant effect on the price of its securities.

• An Issuing Company must make an announcement to the Market as soon as is practicable in the event of any change in their Corporate Advisor.

• An Issuing Company must make an appropriate announcement for a notice of any proposed general meeting, including details of proposed resolutions.

• An Issuing Company must make an appropriate announcement for the results of any general meeting, including the details and outcome of each resolution voted upon.

• Issuing Companies must disclose information, which a reasonable investor would be likely to use as part of the basis of an investment decision. An Issuing Company should take reasonable steps to monitor its financial position and performance in relation to any estimate, projection or forecast made public on its behalf, such that any material departure can be announced promptly.

• Any private placing or public offer document by an Issuing Company must be submitted to the Market and may need to be published on the GXG website.

• An Issuing Company must enter into appropriate contractual arrangements with at least one Recognised News Service Provider (RIS) in order to facilitate compliance with its disclosure obligations under these Rules.

• An Issuing Company, who has issued securities that are admitted to trading on the Market, applies for the admission of such instruments to be trading on another regulated market shall publish the information as soon as possible. It shall also be published whether this application for admission has been granted or rejected.

• An Issuing Company is not normally required to announce information in relation to a corporate, financial or investment transaction in the course of negotiation. An Issuing Company may disclose such information to its advisers, lenders, persons with whom it is negotiating (including underwriters or places), and employee representatives provided such persons owe a duty of confidentiality and agree not to deal in the Issuing Company’s securities prior to the release of an announcement.

• If an Issuing Company believes that a breach of confidence has occurred in respect of a corporate, financial or investment transaction which is the subject of specific negotiations, or is likely to occur, in relation to information which, if public, would be likely to have a significant effect on the price of the Issuing Company’s securities, or that continued delay may otherwise mislead the public, the Issuing Company must make a holding announcement as soon as possible.

• Notwithstanding 9.1 – 9.11 above, a Company may, at its own responsibility, in extraordinary cases, decide to delay the disclosure of information provided all the following conditions have been met:

o the public disclosure may be detrimental to the Issuing Company’s legitimate interests; o the postponement will not mislead the public; o the Issuing Company ensures that the information is treated confidentially. o In the case of an overseas Company, which publishes the required information in a language other than English, a translation must be provided.

Trading System

Trading on GXG Regulated is done in the trading system GXG Tellus

Timeline

Preparing a prospectus takes about 3 months, including the time the Danish FSA needs to approval of the prospectus. Other activities needed in regard to the listing can be done in parallel; hence the time from decision on listing to actual listing can be estimated to about 3 months.