Singapore Exchange Securities Trading Limited

NYSE Euronext Paris

LISTING AND DUAL LISTING IN SINGAPORE

SEPTEMBER 2011

- D U B A I

2WHY LIST ON SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (SGX)

WHY SGX?

SGX - Asias Most International Listing Venue

Active Retail Investors

Participation

Singapore - Leading Asian

Investment Centre

Singapore - Leading Asian Investment Centre

Strategically situated in the heart of Southeast Asia, Singapore is recognised today as a key global financial centre that serves vibrant markets in the Asia-Pacific Region and the rest of the world.

Active Retail Investors Participation

SGX saw a resurgence of IPOs in 2010 and recorded 39 new IPOs in 2010, being a 34% increase from 2009 (29 IPOs in 2009). Its IPO market capitalisation in 2010 is almost five-fold of 2009 (S$51 billion in 2010, S$10.4 billion in 2009). There has also been strong retail investors participation in the recent IPOs.Source: Compant announcements

* Thai-listed and subsequent dual primary listing SGX; currently at premium to offer price

Active Retail Investors Participation

Singapore retail investors can subscribe for IPOs via 2,000 ATMs Strong retail participation in recent IPOs

CompanyAmount Raised

(US$mn)

Public Offer Size (US$mn)

Retail (Public Offer Only) Subscription Rate

RetailSubscription

Amount (US$mn)

HUTCHINSON PORT HOLDINGS 5,454 187 2x 281

GLOBAL LOGISTIC PROP LIMITED 2,111 154 11x 1,689

MAPLETREE INDUSTRIAL TRUST

SABANA SHARIAH COMPLIANT REIT 404 60 12x 739

CACHE LOGISTICS TRUST 304 26 20x 525

SRI TRANG AGRO-INDUSTRY PUBLIC COMPANY LIMITED* 264 19 1x 21

TIGER AIRWAYS HOLDINGS LIMITED 198 13 23x 306

SGX ASIAS MOST INTERNATIONAL LISTING VENUE

As an international exchange and listing hub, SGX has been the preferred choice of many global companies with foreign origins. As at the end of 2010, 321 out of 782 listed companies were from overseas (China, Japan, Korea, South East Asia, Australia, India and Europe). 41% of the listed companies on SGX are overseas companies (compared to 1.2% in Hong Kong and 0.5% in Tokyo), contributing to 47% of the total market capitalisation.

Prominent companies with secondary or dual primary listings on SGX include Jardine Matheson Holdings (UK), SP AusNet (Australia), STX Pan Ocean (Korea), Sri Trang Agro Industry (Thailand), Malaysia Smelting Corporation (Malaysia), Prudential Plc (UK) and Golden Ocean Group (Norway). The secondary listing market on SGX accounts for about 26.7% of the market capitalisation in August 2011.

SGX also boasts a diverse set of industries, ranging from Marine and Oil & Gas Services, Financials, Real Estate, Infrastructure, Healthcare, Resources & Commodities.

41% of the listed companies on SGX are overseas companies (compared to 1.2% in Hong Kong and 0.5% in Tokyo), contributing to 47% of the total market capitalisation.

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4LISTING ON SGX

An issuer may list on either of SGXs markets: Main Board and Catalist.

Mainboard

1) Regulatory approach: Exchange-regulated Exchange-supervised market

2) Method of Listing: By way of introduction Offer of securities

3) Types of companies Established companies (quantitative entry c.f. Appendix)

Catalist

1) Regulatory approach: Exchange-regulated Sponsor-supervised market

2) Method of Listing: Offer of securities

3) Types of companies Fast growing companies (no quantitative entry criteria c.f. Appendix)

SGX LISTING

Main Board

The Main Board is the premier market for the listing and trading of shares on the SGX. It features established companies which meet its quantitative entry criteria (see Appendix). The Main Board is under the direct regulation and supervision of SGX.

Catalist

On the other hand, the Catalist serves as a complementary fundraising and trading platform with more flexible regulations for smaller fast growing companies. While the Catalist is regulated by SGX as well, it is supervised by Sponsors approved by SGX. However, SGX retains the power to discipline Catalist companies when there is a breach of the regulations.

LISTING OPTIONS FOR ISSUERS LISTED ON EURONEXT / ALTERNEXT / MARCHE LIBRE

Dual Listing

Carve Out

Delisting

Dual Listing of the securities on Euronext / Alternext / Marche Libre and SGX

Listing of the securities of a carve out on SGX

Delisting from Euronext / Alternext / Marche Libre followed by re-listing on SGX

LISTING ON SGX

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1) DUAL LISTING

3) DELISTING

Issuers may list on the SGX either by way of (a) a primary listing (On Main Board or Catalist); or (b) a secondary listing (On Main Board only).

Primary listing: Euronext/Alternext/Marche Libre and SGX will be considered as the issuers home exchange. Both the laws and listing regulations of France and Singapore will have to be complied with in full.

Secondary listing: Euronext remains the issuers home exchange and the issuer will only be required to comply with a limited set of listing regulations under SGX. For example, unlike a primary listing, controlling shareholders, executive directors of the issuer and their associates will not be subject to a moratorium on dealings with their shares in the issuer.

Upon admission to the Official list of the SGX, the issuer will have a dual listing on both Euronext/Alternext/Marche Libre (as the case may be) and SGX and consequently, its securities may be traded on both markets. The issuer may thereafter raise funds in both markets.

In the event of a carve-out, an issuer will transfer a group of assets (i.e. the assets and liabilities of a particular branch of activity) to a subsidiary and in exchange, receive securities issued by the transferee company.

The subsidiary will apply to list its securities on one of the SGXs boards as a primary listing by way of an IPO which can be done by an issue of new shares or an offer of existing shares to the public.

The issuer will remain listed on Euronext/Alternext/Marche Libre and subject to French law and regulations; its subsidiary will be listed on one of the SGXs boards and subject to Singapore law and regulations.

The issuer will delist from Euronext/ Alternext/Marche Libre in accordance to French law and regulations.

Thereafter, the issuer will apply to list its securities on one of the SGXs boards as a primary listing by way of an IPO which can be done by an issue of new shares or an offer of existing shares to the public.

Once the issuer is delisted from Euronext/Alternext/Marche Libre and upon satisfaction of the listing requirements (see Appendix), it will apply to list its securities on one of SGXs boards by launching an IPO.

SGX has the absolute discretion concerning the admission (and removal) of an issuer and may approve the applications for listing unconditionally or subject to conditions, and has the right to vary any such conditions or impose additional conditions or criteria.

Besides boosting the public profile in Asia, dual listing on SGX will provide ready access to capital from the region. The enlarged size and diversity of shareholder base may also boost liquidity and valuation, particularly when the business of the issuer is more favored in the region.

Listed on Euronext / Alternext / Marche Libre

Listed on Euronext / Alternext / Marche Libre

Listed on (i) Main

Board (primary & secondary),

(ii) Catalist

Issuer

Dual Listing

Issuer

Listed on Main

Board / Catalist

Carve Out

Issuer

Listed on Euronext

/ Alternext / Marche Libre

Issuer Issuer

Listed on Main Board /

Catalist

Delist and List

Listed on Euronext / Alternext / Marche Libre

Listed on Euronext / Alternext / Marche Libre

Listed on Euronext / Alternext / Marche Libre

Issuer Subsidiary

2) CARVE OUT

Transfer of assets to subsidiary

Listing of carve out

SubsidiaryIssuer

Mainboard Catalist

Scenario 1 Scenario 2 Scenario 3

An issuer must also satisfy one of the following 3 scenarios:

Quantitative Criteria

Cumulative consolidated pre-tax profit of at least $7.5 million for the last three years, and a minimum pre-tax profit of $1 million for each of those three years

Cumulative consolidated pre-tax profit of at least $10 million for the last one or two years

Market capitalisation of at least $80 million calculated based on the issue price and post-invitation issued sharecapital

No criteria set by the SGX Sponsors use their own criteria, usually following

industry standards The SGX may publish specific additional or other

criteria for different types of listing applicants

Minimum Issue Price per Share

S$0.20 S$0.20

Accounting Standards

Singapore Financial Reporting Standards (FRS), or International Financial Reporting Standard (IFRS), or US Generally Accepted Accounting Principles (US GAAP). Accounts that are prepared in accordance with IFRS or US GAAP need not be reconciled to FRS

Singapore Financial Reporting Standards (FRS), or International Financial Reporting Standard (IFRS), or US Generally Accepted Accounting Principles (US GAAP). Accounts that are prepa-red in accordance with IFRS or US GAAP need not be reconciled to FRS

Shareholding Spread

25% of issued shares in the hands of at least 500 shareholders (for market capitalisa-tion > S$300 million, shareholding spread will vary between 12-20%).

At least 500 in Singapore or 1,000 shareholders worldwide in the case of a secondary listing

At least 15% of issued shares in the hands of at least 200 shareholders

Financial Position and liquidity

Healthy financial position Settlement of all debts owed to the group by its directors, substantial shareholders

and companies controlled by the directors and substantial shareholders (except affiliates)

Healthy financial position Settlement of all debts owed to the group by its

directors, substantial shareholders and companies controlled by the directors and substantial shareholders (except affiliates)

Directors and Management

Compliance with corporate governance standards Management must have requisite expertise (assessed on a case by case basis). Mini-

mum of 2 non-executive directors on issuers board which are independent and free of any material business or financial connection with the issuer

At least 2 independent directors, resident in Singapore, for foreign issuers

Compliance with corporate governance standards Management must have requisite expertise

(assessed on a case by case basis). Minimum of 2 non-executive directors on issuers board which are independent and free of any material business or financial connection with the issuer

At least 1 independent director, resident in Singapore, for foreign issuers

Listing Review Exchange Sponsor: sponsors are companies specialized in corporate finance and compliance advisory work. They are authorized and regulated by the SGX through strict admission and continuing obligation rules

The sponsor is not approved by the exchange and is not subject to SGX rules The sponsor submits the listing application and the supportive documents on behalf

of the company but does not assume any supervisory role after the IPO (compliance with SGX rules)

SGX directly supervises the company with the power to discipline

The sponsor must be approved by the SGX and is subject to SGX rules

The company is listed based on the sponsors assessment that it is suitable

After the IPO, the company must retain a sponsor at all times

The sponsor ensures that the company complies with SGX rules and advises the company on such issues (supervisory role). SGX retains the power to discipline the company

Additional requirements for Property Development Companies

A property investment/development company applying for admission to the Official List must also meet the following requirements:(1) Minimum Leasehold Period Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the groups operating profits for the past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of lease as a basis for this rule.(2) Independence Of ValuerAn issuer must appoint an independent valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may require an issuer to appoint a second valuer to conduct a valuation on the properties.(3) Valuation Report The valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of the application for listing.

Alternative requirements for Life Science Companies

A life science company that cannot meet the requirements in relation to the Quantitative Criteria or Financial Position and Liquidity may list its equity securities on the Main Board if it fulfils the following conditions:(a) has successfully raised funds from institutional investors, accredited investors as

defined in the Securities and Futures Act or such relevant persons prior to its IPO, not less than 6 months prior to the date of the listing application;

(b) meets the market capitalisation requirement in Scenario 3 of the Quantitative Criteria;(c) has as its primary reason for listing, the use of proceeds of the IPO to bring identified

products to commercialisation;(d) demonstrates that it has a three-year record of operations in laboratory research and

development and submit to SGX the following:(1) details of patents granted or details of progress of patent applications;(2) the successful completion of, or the successful progression of, significant testing

of the effectiveness of its products; and(3) the relevant expertise and experience of its key management and technical staff;

and(e) has available working capital that is sufficient for its present requirements and for at

least 12 months after listing.

N.A.

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DISCLAIMERThe information in this publication serves only as cursory guide to clients of Cotty Vivant Marchisio & Lauzeral. The content of this publication is not intended to be legal advice nor a substitute for the provision of legal advice. Cotty Vivant Marchisio & Lauzeral does not accept any liability for the information (or the use or reliance upon such information) provided herein. The publication shall not be deemed as the provision of specific professional advice.

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