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Article 25 The Offering and Listing

Provide information regarding the offering or listing of securities, plans for distribution of the securities and other related matters.

25.1 Resolutions, Authorizations and Approvals

Indicate the name, nature and date of all the resolutions, authorizations and approvals, by virtue of which the securities have been, or will be, offered and listed. If there are any special arrangements or conditions pursuant to which the offering and listing of securities has been approved, such arrangements or conditions must be presented in the document.
25.2 Listing on Other Exchange(s)

State the name of any other stock exchange(s) and regulated market(s) on which the issuer's securities (equity or debt) are listed, or are planned to be listed. Indicate the stock exchange(s) where the issuer will have its primary listing. Indicate the trading, clearing and settlement arrangements between such exchanges.
25.3 Offering and Listing Details
25.3.1 Indicate the price at which the securities will be offered, or the method for determining the price and the amount of any expenses specifically charged to the subscriber or purchaser.
25.3.2 If there is no established market for the securities, the document shall contain information regarding the manner of determination of the offering price, as well as of the exercise price of warrants, and the conversion price of convertible securities, including identifying the persons who established the price, or who is formally responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for establishing the price.
25.3.3 If the issuer's shareholders have pre-emptive purchase rights and where the exercise of the right of pre-emption of shareholders is restricted or withdrawn, the issuer shall indicate the basis for the issue price, if the issue is for cash, together with the reasons for such restriction or withdrawal and the beneficiaries of such restriction or withdrawal, if intended to benefit specific persons.
25.3.4 Information regarding the price history, where available of the security to be offered or listed shall be disclosed as follows:
(i) for at least the last three most recent financial years: the annual highest and lowest closing prices;
(ii) for the most recent financial year and any subsequent period: the highest and lowest closing prices for each full financial quarter;
(iii) for the last six months: the highest and lowest closing prices for each month;
(iv) for pre-emptive issues, the closing prices for the first trading day in the last six months, for the last trading day before the announcement of the offering, and (if different) for the latest practicable date prior to publication of the document.
25.3.5 Information shall be given with respect to the closing price on the Exchange and the principal trading market in other exchange(s). If any trading suspensions occurred in the previous three years, these should also be disclosed. If the securities are not regularly traded in an organized market, information must be given about any lack of liquidity.
25.3.6 State the type and class of the securities being offered or listed, and furnish the following information:
(i) In the case of shares, provide the number of shares to be issued and made available to the market for each kind of share. The nominal par or equivalent value should be given on a per share basis, and where applicable, a statement of the minimum offer price. Describe the coupons attached, if applicable;
(ii) Describe arrangements for transfer and any restrictions on the free transferability of the shares.
25.3.7 If the rights evidenced by the securities being offered or listed are, or may be materially limited or qualified by the rights evidenced by any other class of securities, or by the provisions of any contract or other documents, include this information and its effect on the rights evidenced by the securities to be listed or offered.
25.3.8 With respect to securities other than common or ordinary shares to be listed or offered, outline briefly the rights evidenced thereby:
(i) If subscription warrants or rights are to be listed or offered, state the title and amount of securities called for; the amount of warrants or rights outstanding; provisions for changes to or adjustments in the exercise price; the period during which and the price at which the warrants or rights are exercisable; and any other material terms of such warrants or rights.
(ii) Where convertible securities or stock purchase warrants to be listed or offered are subject to redemption or call, the description of the conversion terms of the securities or material terms of the warrants should include whether the right to convert or purchase the securities will be forfeited, unless it is exercised before the date specified in the notice of redemption or call; the expiration or termination date of the warrants; the kind, frequency and timing of notice of the redemption or call, including where the notice will be published.
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