With J.H. Cohn, It’s All About Teamwork United States Capital Markets Alternatives for Foreign Companies Seeking Capital in the United States

Date 1 United States Secondary Capital Markets  Current events have changed the world.  Refocus on how a foreign company can raise capital in the United States.  Private Equity  Hedge Funds  Investment Banks (who is still standing?)  Banks  Distributors  And lastly … until the air clears … United States Secondary Capital Markets How Are You Managing? SM

Date 2 United States Stock Exchange Listing Requirements – NASDAQ National Market The NASDAQ National Market imposes minimum bid price, quantitative and other criteria in determining whether a company will be permitted to list its stock on the NASDAQ.  Initial Minimum Bid Price for Stock: The stock must have a minimum initial bid price of $5.00, and must later remain at or above $1.00.  Quantitative Requirements: A company must have net tangible assets of $6 million and net income in the latest fiscal year or two of the past three fiscal years of $1 million. In addition, these companies must have a public float of $1.1 million, a market value of the public float of $8 million, a minimum of 400 shareholders, and at least three market makers.  Capitalization Alternative: Companies that do not meet the quantitative requirements may nevertheless be listed on NASDAQ if they have a market capitalization of $75 million or total assets of $75 million and total revenues of $75 million, an initial minimum bid price of $5.00.  Peer Review Requirements: The practice of all independents auditors for companies listed on the NASDAQ are subject to monitoring under a peer review system. Also, the quality control systems of accounting firms of NASDAQ-listed companies are reviewed by peers every three years.

Date 3 United States Stock Exchange Listing Requirements – NASDAQ SmallCap Small capitalization companies can be listed on the NASDAQ SmallCap Market if they have:  net tangible assets of $4 million, or  $50 million market capitalization or,  net income in the latest fiscal year or two of the past three fiscal years of $750,000. In addition, these companies must have a public float of $1 million, a market value of the public float of $5 million, a minimum of 300 shareholders, and at least three market makers, Also, these companies must have an operating history of at least one year or $50 million market capitalization. The initial minimum bid price is $4.00 and these same ongoing minimum bid price and peer review requirements as set forth above apply.

Date 4 United States Stock Exchange Listing Requirements – OTC Bulletin Board (administered by NASDAQ)  Financial Requirements: No minimum shareholder equity or income. Companies must be reported, providing an annual report to shareholders, current in all its filings, and subject to SEC proxy rules.  Distribution and Size Criteria: No minimum number of shareholders or shares outstanding, other than having a sufficient number of shareholders and shares outstanding to allow a trading market.  SEC status: Listed companies must have completed a registration of the company or its securities and have reporting company status. Companies must be current in all their filings. New shell companies will not be granted a trading symbol.

Date 5 The New York Stock Exchange imposes minimum quantitative standards relating to distribution and size criteria and financial criteria  Distribution and Size Criteria: To be traded on the NYSExchange, a company must meet certain requirements as to the number of shareholders, must have a market of public shares of $100 million or an IPO market value of $60 million.  Financial Criteria: The company must have pretax earnings of $4.5 million in the most recent year or $6.5 over the past three years, operating cash flow of $25 million aggregate over the past three years or revenues of $250 million for the most recent year. Other factors are considered s well, and the NYSE has broad regarding the listing of a company. United States Stock Exchange Listing Requirements – New York Stock Exchange

Date 6  Distribution and Size Criteria: 750,000 shares in public float, $1,500,000 market value of float, and a minimum bid of $2 million. In addition there is a merit review.  Financial Criteria: Total assets of $3,000,000, tangible assets of $2,000,000, intangible assets of $2,000,000 as defined by BSE, $100,000 net income in 2 of the past 3 years or 2 million in net tangible assets, and shareholder equity of $1,000,000. United States Stock Exchange Listing Requirements – Boston Stock Exchange

Date 7  Distribution and Size Criteria: 500,000 shares in the public float held by 800 shareholders or 1,000,000 shares held by 400 shareholders, a minimum bid of $5 per share, and $3,000,000 in market value of public float.  Financial Criteria: Net tangible assets of $4,000,000, $750,000 pre-tax and $400,000 net income in 2 of the most recent 3 years. United States Stock Exchange Listing Requirements – Chicago Stock Exchange

Date 8  Distribution and Size Criteria: 500,000 shares in the public float held by 800 shareholders with a market value of $3,000,000 and a minimum bid price of $5.00 or 1,000,000 shares in the float with a market value of $15,000,000 held by 400 shareholders and a minimum bid of $3.00  Financial Criteria: Net worth of $4,000,000 in pre-tax income, and $4,000,000 net income, or $12,000,000 in net worth and 3 years of operating history. United States Stock Exchange Listing Requirements – Pacific Stock Exchange

Date 9  Net Tangible Assets: Total Assets (including the value of patents, copyrights and trademarks but exclude the value of goodwill) less total liabilities of at least $4,000,000. Pre-tax income of $750,000 and net income of at least $400,000 in its last fiscal year.  Public Distribution: At least 500,000 publicly held shares and at least 800 public shareholders if the issuer has between 500,000 and 1 million shares publicly held, or at least 400 public shareholders if the issuer has either (i) over 1 million publicly held or (ii) over 500,000 shares publicly held average daily trading volume in excess of 2,000 shares per day for a six month period.  Stock Price/Market Value: $5 per share on each of the five business days prior to the application date and $3,000,000 aggregate market value. United States Stock Exchange Listing Requirements – Philadelphia Stock Exchange