SECTION 10

LISTING OF SHARES OF FOREIGN ENTITIES ON THE MULTI CURRENCY BOARD

Listing of shares of Foreign Entities on the Multi-Currency Board is dealt with under the following main headings:

10.1 DEFINITIONS 10.2 GENERAL REQUIREMENTS 10.3 ELIGIBILITY TO BE LISTED ON THE MULTI-CURRENCY BOARD 10.4 APPROVAL FROM THE EXCHANGE 10.5 INITIAL LISTING APPLICATION 10.6 CONTINUING LISTING REQUIREMENTS

10.1 DEFINITIONS

For purposes of this Section;

‘Custodian Bank’ means; a Bank licensed under the Banking Act No. 30 of 1988 (as amended) providing custodial services in terms of the CDS Rules.

‘Foreign Entity’ means; a body corporate duly incorporated or established outside , which has its shares listed on a of the country of its incorporation and seeking a secondary listing of its shares on the Multi-Currency Board of the Exchange.

10.2 GENERAL REQUIREMENTS

a. An Entity which seeks a listing of shares on the Multi-Currency Board of the Exchange shall be a Foreign Entity as defined in these Rules.

b. The regulator of capital markets in the country of incorporation of the Foreign Entity shall be an ordinary member of the International Organization of Securities Commissions (IOSCO).

c. A Foreign Entity which has its shares listed on the Multi-Currency Board shall maintain its principal share register in the market in which such Entity is primarily listed (hereinafter referred to as the domestic market) and shall additionally maintain a share register for the shares deposited in CDS (sub share register).

d. The Company Secretary/a holder of an equivalent position of the Foreign Entity shall establish procedures to reconcile the principal share register maintained in the domestic market and the sub share register.

e. The Foreign Entity shall establish a place of business in Sri Lanka and designate a representative/s domiciled in Sri Lanka to liaise with the SEC,

- 1 - PUBLIC CSE and shareholders. The Foreign Entity shall register such place of business in Sri Lanka as an ‘Overseas Company’ in terms of the Companies Act.

f. The Foreign Entity shall open an account in the Off-shore Banking Unit of a licensed commercial bank in Sri Lanka.

g. All filings by a Foreign Entity at the Exchange shall be in the English Language.

h. The Financial Reporting Standards of the country of incorporation of the Foreign Entity should be the International Financial Reporting Standards (IFRS) in principle.

i. All financial reporting by a Foreign Entity in Sri Lanka shall be in English language and the currency in which its shares are listed on the Multi- Currency Board.

j. The Reporting Accountants and Auditors of the Entity should be a firm of professionally qualified auditors having membership of the Institute of Chartered Accountants of Sri Lanka.

k. For the purposes of valuation of assets, the Foreign Entity shall obtain the services of a valuer as approved by the capital market regulator of the domestic market.

l. Only the non-resident investors operating through a Custodian Bank shall be eligible to invest and trade in shares of Foreign Entities listed on the Multi-Currency Board.

Such Investors, shall open an account in the Off-shore Banking Unit of a licensed commercial bank in Sri Lanka in order to remit the funds to invest in such shares. m. In the event an investor whose shares are traded on the Exchange wishes to trade such shares in the domestic market, or vice versa, shares in the name of such investor are required to be transferred to the central securities depository of the stock exchange in which the investor wishes to trade his/her shares, upon obtaining necessary approvals for same. n. Regulatory cooperation:

The capital market regulator of the domestic Market shall: - be a signatory of the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (“IOSCO MMOU”); or

- have entered into an appropriate bi-lateral agreement with the SEC which provides adequate arrangements with the SEC for mutual assistance and exchange of information for the purpose of enforcing

- 2 - PUBLIC and securing compliance with the laws and regulations of that jurisdiction and Sri Lanka.

o. Applicability of Listing Rules of the Exchange:

A Foreign Entity shall comply with the listing rules of the domestic market subject to complying with the requirements specified for Multi-Currency Board in this section of the Listing Rules and any other requirement/s that may be specified by the Exchange, in consultation with the SEC.

p. The Foreign Entity seeking a listing in terms of these Rules shall be in the nature of ‘a public company’ as envisaged in the Companies Act.

q. In respect of a further issue of shares or a corporate action, the dates and other provisions applicable for such further issue or corporate action shall be determined by the Exchange in consultation with the stock exchange in the domestic market taking into consideration the applicable laws/regulations and the practical aspects. The dates applicable in respect of such further issue of shares or a corporate action shall be synchronized between the Exchange and the stock exchange of the domestic market.

10.3 ELIGIBILITY TO BE LISTED ON THE MULTI-CURRENCY BOARD

a. Capital equivalent to an amount of not less than USD ten million (USD 10 Mn.) converted at the exchange rate prevailing as at the date of submission of the listing application.

b. Positive Net Assets as per the audited financial statements for the last three (3) financial years immediately preceding the date of the listing application. In the event that the Foreign Entity is a parent entity, Positive Net Assets as per the consolidated audited financial statements for the last three (3) financial years immediately preceding the date of the listing application.

c. Net profit after tax as per the audited financial statements for three (3) consecutive years immediately preceding the date of the listing application. In the event that the Foreign Entity is a parent entity, net profit after tax as per the consolidated audited financial statements for three (3) consecutive years immediately preceding the date of application.

d. The audited financial statements for the last three (3) financial years immediately preceding the date of the listing application shall not contain a modified audit opinion or an emphasis of matter on going concern.

In the event the Foreign Entity is a parent entity, the Audit Opinion referred herein shall include both the Audit Opinion contained in the audited financial statement of the parent entity and the Audit Opinion contained in the consolidated financial statements.

- 3 - PUBLIC 10.4 APPROVAL FROM THE EXCHANGE

The application for listing shall be approved pending and subject to due compliance of the requirements specified for Multi-Currency Board in this Section of the Listing Rules and any other requirement/s as may be specified by the Exchange, in consultation with the SEC.

In granting such approval, the Exchange may call upon the Foreign Entity to add, clarify, amend or delete any information that is contained in the Prospectus or Introductory Document.

10.5 INITIAL LISTING APPLICATION

An application for an initial listing on the Multi-Currency Board shall include the following documents:

a. An Initial Listing Application which conforms to Appendix 10 A of these Rules.

b. A Declaration by the directors of the Foreign Entity, declaring the following:

i. that the Entity shall be in compliance with the requirements specified for Multi-Currency Board in Section 10 of the Listing Rules of the Exchange and any other requirement/s that may be specified by the Exchange, in consultation with the SEC.

ii. that the shares to be listed on the Multi-Currency Board of the Exchange are validly issued in accordance with the Articles of Association/constituent document/s of the Entity and the relevant laws in force in the country of incorporation of the Entity.

iii. that the directors of the Entity;

1. have not been convicted by any Court of competent jurisdiction, in Sri Lanka or abroad subsequent to a finding of guilt for the commission of any capital market offence and/or any offence which involves fraud, deceit or dishonesty under any other written Law; or

2. have not been found guilty or fined or administratively dealt with by any regulatory or supervisory authority in Sri Lanka or abroad for the commission of any capital market offence and/or any offence which involves fraud, deceit or dishonesty under any other written Law.

iv. that the Financial Reporting Standards of the country of incorporation of the Foreign Entity adopts the International Financial Reporting Standards (IFRS) in principle.

v. that the Reporting Accountants and Auditors of the Entity are a firm of professionally qualified auditors having membership of the Institute of Chartered Accountants of Sri Lanka.

- 4 - PUBLIC vi. that the valuers (from whom services are to be obtained by the Entity for the purposes of valuation of assets) have been approved by the capital market regulator of the domestic market.

vii. that it maintains its principal share register in the domestic market and shall additionally maintain a sub share register for the shares deposited in CDS.

viii. that the shares of the Foreign Entity are listed on the Stock Exchange of the country of its incorporation/establishment. c. A Certificate of Good Standing and a Certificate of Incumbency issued by the relevant authority within a period of thirty (30) days preceding the date of submission of the listing application, where applicable. d. The Certificate of Incorporation or a document equivalent thereto, certified by the Company Secretary/a holder of an equivalent position of the Entity to be a ‘true copy’. e. The Articles of Association or any document equivalent thereto of the Entity, certified by the Company Secretary/a holder of an equivalent position of the Entity to be a ‘true copy’. The Articles of Association or equivalent document must have incorporated the additional clauses specified by the Exchange, which clauses shall take precedence if there are any conflicting articles where applicable. f. A Board Resolution authorising the initial listing on the Multi-Currency Board certified by the Company Secretary/a holder of an equivalent position of the Entity to be a ‘true copy’. g. An extract of the Board Resolution certified by the Company Secretary/a holder of an equivalent position of the Entity, that in the opinion of the Board the consideration for which the shares are to be issued is fair and reasonable to the shareholders. h. The ‘Listing Undertaking’ duly perfected in conformity with Appendix 10 B. i. A certified copy of every letter, report, balance sheet, valuation, contract or other document referred to in the Prospectus / Introductory Document. j. In the case of an Offer for Subscription or an Offer for Sale, a draft Prospectus prepared in conformity with the applicable listing rules of the domestic market, subject to complying with the following disclosure requirements and any other disclosure requirements that may be specified by the Exchange, in consultation with the SEC;

i. A statement by the Foreign Entity, to be predominantly disclosed in the outer cover of the Prospectus, that the Entity will comply with the listing rules of the domestic market, subject to complying with the requirements specified for Multi-Currency Board in Section 10 of the Listing Rules of the Stock Exchange and any other requirements that may be specified by the Colombo Stock Exchange,

- 5 - PUBLIC in consultation with the Securities and Exchange Commission of Sri Lanka.

ii. The name/s of the designated representative/s domiciled in Sri Lanka to liaise with the SEC, Exchange and shareholders of the Entity.

k. In the case of an Introduction, a draft Introductory Document prepared in conformity with the applicable listing rules of the domestic market, subject to complying with the following disclosure requirements and any other disclosure requirements that may be specified by the Exchange in consultation with the SEC;

i. A statement by the Foreign Entity, to be predominantly disclosed in the outer cover of the Introductory Document, that the Entity will comply with the listing rules of the domestic market, subject to complying with the requirements specified for Multi-Currency Board in Section 10 of the Listing Rules of the Colombo Stock Exchange and any other requirements that may be specified by the Colombo Stock Exchange, in consultation with the Securities and Exchange Commission of Sri Lanka.

ii. The name/s of the designated representative/s domiciled in Sri Lanka to liaise with the SEC, Exchange and shareholders of the Entity.

l. Fees as may be prescribed by Section 12 of these Rules.

10.6 CONTINUING LISTING REQUIREMENTS

Upon listing the shares of the Foreign Entities on the Multi-Currency Board, such Entities will be required to observe the following continuing listing requirements:

a. Corporate Disclosures

The Foreign Entities, whose shares are listed on the Multi-Currency Board of the Exchange, shall make an immediate announcement to the market via the Exchange regarding any change in the law of its place of incorporation, which may affect or change shareholders' rights or obligations, including:—

(i) The right to attend, speak, vote at shareholders' meetings and the right to appoint proxies; (ii) Right to receive Rights shares and any other entitlements; (iii) Withholding taxes applicable on its shares; (iv) Stamp duties applicable on its shares; (v) Substantial shareholder reporting requirements for its shares; (vi) Foreign shareholding limits on the shares; (vii) Capital controls over cash dividends or other cash distributions payable in respect of its shares; (vii) Repatriation of Funds; and, (viii) Rights of minority shareholders.

- 6 - PUBLIC b. The Foreign Entities, whose shares are listed on the Multi-Currency Board of the Exchange, shall also comply with any other continuing listing requirement/s including any further Corporate Disclosure Requirements that may be specified by the Exchange, in consultation with the SEC.

- 7 - PUBLIC APPENDIX 10 A

INITIAL LISTING APPLICATION

Name of Foreign Entity: …………… Registered Address in the Country of incorporation:………. Address of the Place of Business in Sri Lanka: …………… Date:…………….

Colombo Stock Exchange # 04-01, West Block, World Trade Center Echelon Square, Colombo 1.

Dear Sir/Madam,

We hereby apply for a listing on the Colombo Stock Exchange (Exchange) and a listing for the under-mentioned shares issued/to be issued by us on the basis of our undertaking that we will comply with the Listing Rules of the market in which such shares are primarily listed (domestic market) subject to complying with the requirements specified for Multi-Currency Board in the Section 10 of the Listing Rules of the Exchange and the Rules of the Central Depository Systems (Pvt.) Limited as may be amended or replaced from time to time and any other requirements that may be specified by the Exchange, in consultation with the SEC.

The particulars of shares to be listed are as follows:

Number of shares to be listed: Number of shares to be offered to the public: Details of allotments effected during the last twelve (12) months: Whether the offer is by an Offer for Subscription, Offer for Sale or Introduction:

We confirm that the particulars supporting the application are true and correct.

We further confirm that the Board of the Foreign Entity has resolved that in its opinion the consideration for which the shares are to be issued is fair and reasonable to the shareholders.

Yours faithfully,

...... Limited

Given under the Common Seal of the Foreign Entity on this ……. day of ……in the presence of

………………….. (Name) Director

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…………………….. (Name) Director/Secretary

Or,

Signed by the duly authorized signatory/ies of the Foreign Entity on this ….. day of ………

…………………………………………… (Name) Authorised Signatory

Note: Please attach a copy of the Board Resolutions/Power of Attorney in proof of such authority.

- 9 - PUBLIC APPENDIX 10B

LISTING UNDERTAKING BY …[enter name of the Foreign Entity]...

To: The Colombo Stock Exchange # 04-01, West Block, World Trade Center Echelon Square Colombo 1

In consideration of being listed on the Colombo Stock Exchange (Exchange), by virtue of our shares being listed, we (…..name of the Foreign Entity……) being duly incorporated in (……Country of Incorporation……) and having a place of business in Sri Lanka at (…….Address of the place of business…….) hereby undertake and agree:

(i) to be bound by the Listing Rules of the market in which such shares are primarily listed (domestic market) subject to complying with the requirements specified for Multi-Currency Board in Section 10 of the Listing Rules of the Exchange and the Rules of the Central Depository Systems (Pvt.) Limited, as may be amended or replaced from time to time and any other requirements that may be specified by the Exchange, in consultation with the SEC; and,

(ii) to be Listed at the sole discretion of the Exchange, and for such period as may be determined by the Exchange.

Given under the Common Seal of the Foreign Entity on this ……. day of ……in the presence of

………………….. (Name) Director

…………………….. (Name) Director/Secretary

Or,

Signed by the duly authorized signatories of the Foreign Entity on this ….. day of ………

…………………………………. (Name) Authorised Signatory

Note: please attach a copy of the Board Resolutions/Power of Attorney in proof of such authority.

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