---

A Brief On Overseas Listing

Advantages Of Overseas Listing

Indian Co. Listed Overseas

Company	National Stock Exchange (INR)	NYSE (USD)
Infosys	800	10.47
HDFC	1080.25	47.02
ICICI	353.6	9.43
Dr. Reddy	3898	51.39

Indian Law Related To Overseas Listing

• Companies Act, 2013
• COMPANIES (AMENDMENT) BILL, 2020
• Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004;
• Foreign Exchange Management (Deposit) Regulations, 2016;
• Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017;
• SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• Other related SEBI Regulations.

Companies (Amendment) Bill, 2020

Requirements For Indian Companies For Listing On Stock Exchange In Japan

Formal Requirements

Eligibility Requirements

Listing Fees For First And Second Section

• JPY 15 million (First Section);
• JPY 12 million (Second Section).

• Number of offered shares x the offering price of new shares x 0.0009;
• Number of existing shares offered x offering price x 0.0001.

• JPY 0.96 to 4.56 million (First Section);
• JPY 0.72 to 4.32 million (Second Section).

Taxation Policy

Taxes	Rate
Corporate income tax rate	23.2% (30%-34% including local taxes)
Capital gains tax rate	23.2% (30%-34% including local taxes)
Dividend Distribution tax	20% (20.42%including surtax

Listing Fees For Mothers Or TSE

• Number of offered shares x the offering price of new shares x 0.0009;
• Number of existing shares offered x offering price x 0.0001;

Why To Register On Tokyo Stock Exchange?

• Smooth and Diversified Fundraising
• Enhance Corporate Value
• Improve its Internal Management System and Enhance the Employees’ Motivation

Foreign Companies Listed In Japan

 

Requirements For Indian Companies For Listing On Stock Exchange In China

1. China has previously not allowed foreign companies to get listed on its stock exchanges. But In June 2017, China came with a decision to allow the overseas companies to be listed on a Chinese stock exchange.
2. UK and China formed an alliance and It’s all part of an unprecedented investment link between the two countries’ stock exchanges that they proceed to form a stock connect Known as the London-Shanghai Stock Connect, a connectivity mechanism between SSE and LSE at the initial stage.
3. The Shanghai-London Stock Connect allows eligible companies listed in each market to issue depository receipts (DRs) on the other exchange.

Requirements For Indian Companies For Listing On Stock Exchange In China

4. Eligible brokers in both China and UK may apply for the license to conduct cross-border conversion in accordance with the relevant regulations.
5. The issuance and listing of Shanghai-London Stock Connect DRs are subject to local regulatory requirements, and issuers are required to fulfil their information disclosure obligations.
6. Presently no foreign company is listed on this stock exchange. No specific requirements for listing are being communicated so far.

1. Dealers act as market-makers by quoting prices at which they will buy and sell a security
2. Companies which are too small to be registered with NASDAQ OR NYSE register them here and regulations here are much less than stock exchanges.
3. Companies on the OTC Markets Group platform don’t have to file with the SEC to be listed
4. All securities traded over-the-counter are, in reality, traded by a web of market makers who input different quotes and trades through a secure computer network that can only be accessed by those who subscribe.

1. Trading Services: connects broker-dealers together which provides the liquidity and infrastructure for executing trades on the OTC market.
2. Market Data: provides data and quote services for the more than 10,000 OTC securities.
3. Corporate Services: helps companies go public and gain greater visibility through listing in one of OTC Markets Group's three OTC tiers.

Why Otc Usa?

1. Greater Visibility In USA and marketing benefits
2. Fund Raising will be very easy in USA from Theme based Institutional investors
3. Greater liquidity through larger trade volume
4. No disclosure of financial statements on OTC Pink. Most Indian companies are also listed.
5. Getting customer feedback by showing product of the company in a foreign market
6. Companies like Nestle are also listed on OTC USA, testimony to its increasing credibility

TYPES

OTCQX

• Top tier of the three marketplaces for the OTC trading of stocks and stocks that trade on this forum must comply with US security laws.
• They also must hold sponsorship from a third -party financial adviser.
• Penny stocks, shell companies, and companies in bankruptcy cannot qualify for a listing on the OTCQX.

OTCQB

• Middle Tier - Venture Market - Early staged companies are listed here.
• To be listed, all companies must meet a minimum of a $0.01 bid price test. They also must undergo yearly verification to ensure legitimacy
• A certain degree of company information must be available. And these companies report to a US regulator like SEC or FDIC

OTC PINK

Eligibility Criteria:

• Have U.S. $2 million in Total Assets as of the most recent annual or quarter end;
• As of the most recent fiscal year end, have at least one of the following:
(i) U.S. $2 million in revenues;
(ii) U.S. $1 million in net tangible assets;
(iii) U.S. $500,000 in net income; or (iv) U.S. $5 million in global market capitalization;
• Be quoted by a market maker on the OTC Link.
• Have its securities listed on a Qualifying Foreign Stock Exchange for a minimum of the preceding 40 calendar days.
• Not be in bankruptcy or reorganization proceedings.

Eligibility Criteria:

• Meet minimum bid price test of $0.01 for each of the last 30 calendar days;
• Companies may not be subject to bankruptcy or reorganization proceedings the Company’s application;
• Have at least 50 Beneficial Shareholders, each owning at least 100 shares
• Have a freely traded Public Float of at least 10% of the total issued and outstanding of that security.
• International companies must be listed on a Qualified Foreign Exchange (or SEC Reporting)

There are no qualitative standards beyond disclosure for OTC Pink companies,

• http://www.legalandcompliance.com/se curities-law/otc-market-compliance/otcmarkets-listing-requirements/
• A company must subscribe to the OTC Disclosure & News Service
• One- Time set up fee: $ 500
• Annual fee: $ 4200

• Maintain quarterly and annual reports that are no older than 6 months and that include a balance sheet, income statement and total number of issued and outstanding shares;
• Financial statements must be prepared in accordance with GAAP; and
• The company profile page on OTC Markets must be current and accurate.
• a company must subscribe to the OTC Disclosure & News Service
• One- Time set up fee: $ 500
• Annual fee: $ 4200

Indian Companies Listed On Otc Usa

OTCQX

COMPANY NAME	INDUSTRY
Mahanagar Telephone Ltd	Telephone Comm.
Yatra Online.Inc	Transportati on Services

OTC PINK- NO INFORMATION

COMPANY NAME	INDUSTRY
Axis Bank Ltd	Banking
Farm Lands Of Africa Inc	Prepackaged Software
Larsen & Toubro Ltd	Engineering & Construction
Tripborn Inc	Transportation Services
Rediff.com India Ltd	Data Processing & Preparation
Reliance Ltd	Conglomerate
Mahindra & Mahindra Ltd	Vehicle Manufacturing

OTC PINK- CURRENT INFORMATION

COMPANY NAME	INDUSTRY
Groupe Athena Inc	Services, Misc.
State Bank Of India	Banking

Why Singapore?

1. Political stability and excellent business environment
2. Asian gateway of clusters and business opportunities
3. Access to institutional investors - the biggest international stock exchange in Asia whereby 40% of listed companies are foreign
4. Quick and efficient fundraising process with certainty of timing
5. Sector strengths that are well tracked and understood by investors
6. International disclosure and corporate governance standards

Taxation In Singapore

Income	Tax Rate
Tax Rate on corporate profits for upto 300000 SGD	Effective Tax Rate at 8.5%
Tax rate on corporate profits for above 300000 SGD	17%
Tax rate on Capital Gain accrued by the company	0%
Tax rate on dividend distribution to shareholders	0%

TYPES

Mainboard

• In Mainboard Listing, companies are required to meet certain quantitative requirements to get listed
• Mainboard-listed companies enjoy the prestige of an established market place and access to the widest range of institutional and retail investors.

Catalist

• In Catalist Listing, companies do not require to have quantitative requirements but needs to appoint a sponsor, who will assess its suitability to list and will advise and guide the company through the listing process. The company must maintain the sponsor at all times after listing.

Continued....

Mainboard Listing Fees

Listing Fees
Initial Fees		Annual Fees
Minimum	$$100000	Minimum	$$35000
Minimum	$$200000	Minimum	$$150000
Variable Rate per $$million Basic	$$100 Market Value	Variable Rate per $$million Basic	$$30
Processing Fees (Non-Refundable)	$$20000		Market Value

Catalist Listing Fees

Listing Fees
Initial Fees		Annual Fees
Minimum	$$30000	Minimum	$$15000
Minimum	$$100000	Minimum	$$50000
Variable Rate per $$million Basic	$$100 Market Value	Variable Rate per $$million Basic	$$25
Processing Fees	$$2000		Market Value

Sponsors & Companies In Catalist Listing

• Sponsors are authorised and regulated by SGX through strict admission criteria and subject to continuing obligation under the Catalist Rules.
• Sponsors assess the suitability of companies to list on Catalist and ensure that the listed companies comply with their continuous listing obligations. A Sponsor may be authorised by SGX to act as a Full Sponsor or as a Continuing Sponsor
• Full Sponsors may engage in:
Pre-listing Activities: i.e. activities related to bringing an applicant to list on Catalist.
Continuing Activities: i.e. activities relating to sponsorship of issuers who are already listed on Catalist.
• Continuing Sponsors will only be authorised to undertake Continuing Activities.

Eligibility Criteria For Sponsors

Why London?

1. Provide access to capital for growth
2. Exchange is the largest stock exchange in Europe and the world's most internationally focused
3. London is well known for its high standards of regulation
4. Obtain an objective market value
5. Increase a company's ability to make acquisitions
6. Enhance status with customers and suppliers

Taxation In London

TYPES

Main Market-High Growth Segment

• The High Growth Segment (HGS) is a segment of London Stock Exchange’s Main Market. It is a transitional segment designed to attract high growth, mid-sized UK and European companies aspiring to an Official Listing on the Premium Segment over time.

Standard Main Market

• Standard listings cover issuance of shares, Global Depositary Receipts (GDRs), debt and securitised derivatives that are required to comply with EU minimum requirements

Premium Main Market

• Only available to equity shares and closed- and openended investment entities
• Only available to equity shares and closed- and openended investment entities
Issuers with a premium listing are required to meet the UK’s Listing Rules, which are more onerous than the EU minimum requirements

AIM

• AIM offers smaller growing companies from all countries and all sectors all the benefits of being traded on a world-class public market within a regulatory environment designed specifically for them

Requirements For All Types Of Market

Listing Fees