Electric Air Conditioning 2SA13B 42ynp63jxjm3xt
User Manual: Electric Air Conditioning 2SA13B
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CH177070
ASX Information Form and Checklist (01/09/14) Page 1
Information Form and Checklist
(ASX Listing)
Name of entity
ABN/ARBN/ARSN
XPD SOCCER GEAR GROUP LIMITED
96 169 695 283
We (the entity named above) supply the following information and documents to support our application
for admission to the official list of ASX Limited (ASX) as an ASX Listing.
Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this
Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of
any claim, action or expense arising from, or connected with, any breach of that warranty.
Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty
referred to above.
Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.
Part 1 – Key Information
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.
All entities – corporate details
1
Place of incorporation or
establishment
Victoria
Date of incorporation or
establishment
22 May 2014
Legislation under which incorporated
or established
Corporations Act 2001 (Cth)
Address of registered office in place
of incorporation or establishment
Level 1, Exchange Tower, 530 Little Collins Street, Melbourne, Victoria 3000
Main business activity
Design, manufacture, marketing and distribution of sportswear
Other exchanges on which the entity
is listed
N/A
Street address of principal
administrative office
Huzhong Industrial Zone, Chendai Town, Jinjiang City, Fujian Province, China
Postal address of principal
administrative office
Huzhong Industrial Zone, Chendai Town, Jinjiang City, Fujian Province, China
Telephone number of principal
administrative office
+ 86 595 8518 1578
E-mail address for investor enquiries
ting@xpdsoccer.com.au
1
If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure.
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ASX Information Form and Checklist (01/09/14) Page 2
Website URL
www.xpdsoccer.com.au
All entities – management details
2
Full name and title of CEO/managing
director
Jiameng Zhang (managing director)
Full name and title of chairperson of
directors
Shui-Chiao Chang (non-executive chairman)
Full names of all existing directors
Jiashun Zhang (executive director)
Shui-Chiao Chang (non-executive director)
Jiameng Zhang (managing director)
Andrew Smith (non-executive director)
Ben Meikle (non-executive director)
Andrew Plympton (non-executive director)
Full names of any persons proposed
to be appointed as additional or
replacement directors
N/A
Full name and title of company
secretary
Ting Jiang
All entities – ASX contact details
3
Full name and title of ASX contact(s)
Andrew Smith
Business address of ASX contact(s)
Level 7, 1 Collins Street, Melbourne, Victoria 3000
Business phone number of ASX
contact(s)
(03) 9909 7412
Mobile phone number of ASX
contact(s)
N/A
Email address of ASX contact(s)
alsmith350@gmail.com
All entities – auditor details
4
Full name of auditor
Grant Thornton Audit Pty Ltd
All entities – registry details
5
Name of securities registry
Boardroom Pty Ltd
2
If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust.
3
Under Listing Rule 1.1 Condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one
person to cater for situations where the primary nominated contact is not available.
4
In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market
before quotation commences (see Guidance Note 1 section 2.8).
5
If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.
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ASX Information Form and Checklist (01/09/14) Page 3
Address of securities registry
Level 7, 207 Kent Street, Sydney, New South Wales 2000
Phone number of securities registry
+61 2 9290 9600
Fax number of securities registry
+61 2 9279 0664
Email address of securities registry
enquiries@boardroomlimited.com
Type of subregisters the entity will
operate6
CHESS and Issuer Sponsored Holdings
All entities – key dates
Annual balance date
31 December
Month in which annual meeting is
usually held (or intended to be held)7
April/May
Months in which dividends or
distributions are usually paid (or are
intended to be paid)
N/A
Trusts – additional details
Name of responsible entity
N/A
Duration of appointment of directors
of responsible entity
N/A
Full names of the members of the
compliance committee (if any)
N/A
Entities incorporated or established outside Australia – additional details
Name and address of the entity’s
Australian agent for service of
process
N/A
If the entity has or intends to have a
certificated subregister for quoted
securities, the location of the
Australian subregister
N/A
Address of registered office in
Australia (if any)
N/A
6
Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.16).
7
May not apply to some trusts.
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ASX Information Form and Checklist (01/09/14) Page 4
Entities listed or to be listed on another exchange or exchanges
Name of the other exchange(s) where
the entity is or proposes to be listed
N/A
Is the ASX listing intended to be the
entity’s primary or secondary listing
N/A
Part 2 – Checklist Confirming Compliance with Admission Requirements
Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or
document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that
information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation
of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.
In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and
any Annexures (other than the 25 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by
numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format.
Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial
compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute
discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).
A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or
information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.
If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX,
ASX may require it to update this Checklist and any Annexures by reference to that document.
All entities – key supporting documents
No
Item
Location/Confirmation
1.
A copy of the entity’s certificate of incorporation, certificate of registration or
other evidence of status (including any change of name)
Please refer to a copy of the entity’s
certificate of incorporation at
Annexure 2.
2.
A copy of the entity’s constitution (Listing Rule 1.1 Condition 1A)8
Please refer to a copy of the entity’s
constitution at Annexure 3.
3.
Either:
(a) confirmation that the entity’s constitution includes the provisions of
Appendix 15A or Appendix 15B (as applicable); or
(b) a completed checklist that the constitution complies with the Listing
Rules (Listing Rule 1.1 Condition 2)9
Confirmed. Please refer to clause 24 of
the entity’s constitution at Annexure 3.
4.
An electronic version and 25 copies of the Offer Document, as lodged with
ASIC (Listing Rule 1.1 Condition 3)
25 copies to be provided upon ASX’s
request. Two hard copies of the
Prospectus at Annexure 1 together with
a CD-ROM containing an electronic
version of the Prospectus.
5.
If the entity’s corporate governance statement10 is included in its Offer
Document, the page reference where it is included. Otherwise, a copy of
the entity’s corporate governance statement (Listing Rule 1.1 Condition 13)
Please refer to section 7.4.5 (pages 84-
90) of the Prospectus at Annexure 1.
8
It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.
9
An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.
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Item
Location/Confirmation
6.
If the entity will be included in the S & P All Ordinaries Index on admission
to the official list,11 where in its Offer Document does it state that it will have
an audit committee (Listing Rule 1.1 Condition 13)
Please refer to section 7.4.3.1 “Audit
and Risk Management Committee”
(page 82) of the Prospectus at
Annexure 1.
7.
If the entity will be included in the S & P / ASX 300 Index on admission to
the official list,12 where in its Offer Document does it state that it will comply
with the recommendations set by the ASX Corporate Governance Council
in relation to composition and operation of the audit committee (Listing
Rule 1.1 Condition 13)
N/A.
8.
Original executed agreement with ASX that documents may be given to
ASX and authenticated electronically (Listing Rule 1.1 Condition 14)13
Refer to the ASX Online Agreement at
Annexure 4.
9.
If the entity’s trading policy is included in its Offer Document, the page
reference where it is included. Otherwise, a copy of the entity’s trading
policy (Listing Rule 1.1 Condition 15)
Refer to page 83 of the Prospectus at
Annexure 1 and to the Securities
Trading Policy at Annexure 5.
10.
If the entity will be included in the S & P / ASX 300 Index on admission to
the official list,14 where in its Offer Document does it state that it will have a
remuneration committee comprised solely of non-executive directors
(Listing Rule 1.1 Condition 16)
Refer to page 82 of the Prospectus at
Annexure 1.
11.
For each director or proposed director,15 a list of the countries in which
they have resided over the past 10 years (Listing Rule 1.1 Condition 17
and Guidance Note 1 section 3.15)16
Mr Chang Shui-Chiao – China and
Taiwan
Mr Zhang Jiameng – China
Mr Zhang Jiashun – China and Macau
Mr Andrew Smith – Australia
Mr Ben Meikle – Australia
Mr Andrew Plympton – Australia
12.
For each director or proposed director who is or has in the past 10 years
been a resident of Australia, an original or certified true copy of a national
criminal history check obtained from the Australian Federal Police, a State
or Territory police service or a broker accredited by CrimTrac which is not
more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance
Note 1 section 3.15)
As provided to ASX on 29 April 2015
and 7 May 2015.
10
The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the
official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its
admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the
recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.
11
If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.
12
If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.
13
An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.
14
If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.
15
If the entity applying for admission to the official list is a trust, references in items 11, 12, 13, 14 and 15 to a director or proposed director mean a
director or proposed director of the responsible entity of the trust.
16
The information referred to in items 11, 12, 13, 14 and 15 is required so that ASX can be satisfied that the director or proposed director is of good
fame and character under Listing Rule 1 Condition 17.
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No
Item
Location/Confirmation
13.
For each director or proposed director who is or has in the past 10 years
been a resident of a country other than Australia, an original or certified
true copy of an equivalent national criminal history check to that mentioned
in item 12 above for each country in which the director has resided over
the past 10 years (in English or together with a certified English translation)
which is not more than 12 months old or, if such a check is not available in
any such country, a statutory declaration from the director confirming that
fact and that he or she has not been convicted in that country of:
(a) any criminal offence involving fraud, dishonesty, misrepresentation,
concealment of material facts or breach of director’s duties; or
(b) any other criminal offence which at the time carried a maximum term of
imprisonment of five years or more (regardless of the period, if any, for
which he or she was sentenced),
or, if that is not the case, a statement to that effect and a detailed
explanation of the circumstances involved (Listing Rule 1.1 Condition 17
and Guidance Note 1 section 3.15)
As provided to ASX on 29 April 2015
and 7 May 2015.
14.
For each director or proposed director who is or has in the past 10 years
been a resident of Australia, an original or certified true copy of a search of
the Australian Financial Security Authority National Personal Insolvency
Index which is not more than 12 months old (Listing Rule 1.1 Condition 17
and Guidance Note 1 section 3.15)
As provided to ASX on 29 April 2015
and 7 May 2015.
15.
For each director or proposed director who is or has in the past 10 years
been a resident of a country other than Australia, an original or certified
true copy of an equivalent national bankruptcy check to that mentioned in
item 14 above for each country in which the director has resided over the
past 10 years (in English or together with a certified English translation)
which is not more than 12 months old or if such a check is not available in
any such country, a statutory declaration from the director confirming that
fact and that he or she has not been declared a bankrupt or been an
insolvent under administration in that country or, if that is not the case, a
statement to that effect and a detailed explanation of the circumstances
involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15)
As provided to ASX on 29 April 2015
and 7 May 2015.
16.
A statutory declaration from each director or proposed director confirming
that:
(a) the director has not been the subject of any criminal or civil penalty
proceedings or other enforcement action by any government agency in
which he or she was found to have engaged in behaviour involving
fraud, dishonesty, misrepresentation, concealment of material facts or
breach of duty;
(b) the director has not been refused membership of, or had their
membership suspended or cancelled by, any professional body on the
ground that he or she has engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach
of duty;
(c) the director has not been the subject of any disciplinary action
(including any censure, monetary penalty or banning order) by a
securities exchange or other authority responsible for regulating
securities markets for failure to comply with his or her obligations as a
director of a listed entity;
(d) no listed entity of which he or she was a director (or, in the case of a
listed trust, in respect of which he or she was a director of the
responsible entity) at the time of the relevant conduct has been the
subject of any disciplinary action (including any censure, monetary
penalty, suspension of trading or termination of listing) by a securities
exchange or other authority responsible for regulating securities
As provided to ASX on 29 April 2015
and 7 May 2015.
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Item
Location/Confirmation
markets for failure to comply with its obligations under the Listing Rules
applicable to that entity; and
(e) the director is not aware of any pending or threatened investigation or
enquiry by a government agency, professional body, securities
exchange or other authority responsible for regulating securities
markets that could lead to proceedings or action of the type described
in (a), (b), (c) or (d) above,
or, if the director is not able to give such confirmation, a statement to that
effect and a detailed explanation of the circumstances involved (Listing
Rule 1.1 Condition 17 and Guidance Note 1 section 3.15)
17.
A specimen certificate/holding statement for each class of securities to be
quoted or a specimen holding statement for CDIs (as applicable)
N/A.
18.
Payment for the initial listing fee.17
ASX fees will be paid on receipt of ASX
invoice.
All entities – capital structure
19.
Where in the Offer Document is there a table showing the existing and
proposed capital structure of the entity, broken down as follows:
(a) the number and class of each equity security and each debt security
currently on issue; and
(b) the number and class of each equity security and each debt security
proposed to be issued between the date of this application and the
date the entity is admitted to the official list; and
(c) the resulting total number of each class of equity security and debt
security proposed to be on issue at the date the entity is admitted to
the official list; and
(d) the number and class of each equity security proposed to be issued
following admission in accordance with material contracts or
agreements?
Note: This applies whether the securities are quoted or not. If the entity is proposing to issue
a minimum, maximum or oversubscription number of securities, the table should be
presented to disclose each scenario.
Refer to “Key Offer Details” (page 4)
and section 2.1.5 and 2.1.7 (page19) of
the Prospectus at Annexure 1.
20.
For each class of securities referred to in the table mentioned in item 19,
where in the Offer Document does it disclose the terms applicable to those
securities?
Note: This applies whether the securities are quoted or not.
For equity securities (other than options to acquire unissued securities or convertible debt
securities), this should state whether they are fully paid or partly paid; if they are partly paid,
the amount paid up and the amount owing per security; voting rights; rights to dividends or
distributions; and conversion terms (if applicable).
For options to acquire unissued securities, this should state the number outstanding, exercise
prices and expiry dates.
For debt securities or convertible debt securities, this should state their nominal or face value;
rate of interest; dates of payment of interest; date and terms of redemption; and conversion
terms (if applicable).
Refer to section 11.2 (page 110) of the
Prospectus at Annexure 1.
17
See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator:
http://www.asx.com.au/professionals/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic
funds transfer to the following account:
Bank: National Australia Bank
Account Name: ASX Operations Pty Ltd
BSB: 082 057
A/C: 494728375
Swift Code (Overseas Customers): NATAAU3202S
If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the
payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its
application (ie Sydney, Melbourne or Perth) and the amount paid.
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Item
Location/Confirmation
21.
If the entity has granted, or proposes to grant, any rights to any person, or
to any class of persons (other than through the holding of securities
referred to in the table mentioned in item 19), to participate in an issue of
the entity’s securities, where in the Offer Document are details of those
rights set out?
Refer to section 11.2 (page 110) of the
Prospectus at Annexure 1.
22.
Details of all issues of securities (in all classes) in the last 5 years and the
consideration received by the entity for such issues
For the Company:
1. Issue of 10 ordinary share(s) upon
incorporation as follows:
(a) Ting Jiang – 10 ordinary shares
(subsequently transferred to
Chou Qin International Co.,
Ltd)
2. Upon the restructure of China
Soccer Gear Holdings Co., Ltd to
the Company as the holding
company of the Group, as follows:
(a) Chou Qin International Co., Ltd
– 234,804,834 ordinary shares
(b) Surplus Fountain Investments
Limited – 10,500,000 ordinary
shares
(c) Mengshunda Group Co., Ltd –
15,321,477 ordinary shares
(d) Bright Future Co., Ltd –
10,500,000 ordinary shares
(e) ACA Partners Pte. Ltd –
30,802,554 ordinary shares
(f) Xianfeng International Holdings
Limited – 13,948,928 ordinary
shares
(g) AGF Management Pty Ltd –
9,607,843 ordinary shares
(h) Bridge Global Securities Pty Ltd
– 9,607,843 ordinary shares
(i) Wanjia Global Limited –
13,661,651 ordinary shares
(j) Jin Tay – 1,244,870 ordinary
shares
23.
A copy of every prospectus, product disclosure statement or information
memorandum issued by the entity in connection with any issue of
securities (in all classes) in the last 5 years
The Company has only issued the
Prospectus attached as Annexure 1.
24.
A copy of any court order in relation to a reorganisation of the entity’s
capital in the last 5 years
N/A.
25.
Where in the Offer Document does it confirm that the issue/sale price of all
securities for which the entity seeks quotation is at least 20 cents in cash
(Listing Rule 2.1 Condition 2)?
Refer to “Key Offer Details” section
(page 4) and the “Investment Overview”
section (pages 7-15) of the Prospectus
at Annexure 1.
26.
If the entity has or proposes to have any options on issue, where in the
Offer Document does it confirm that the exercise price for each underlying
security is at least 20 cents in cash (Listing Rule 1.1 Condition 11)?
N/A.
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Item
Location/Confirmation
27.
If the entity has any partly paid securities and it is not a no liability
company, where in the Offer Document does it disclose the entity’s call
program, including the date and amount of each proposed call and whether
it allows for any extension for payment of a call (Listing Rule 2.1
Condition 4)?
N/A.
28.
If the entity’s free float at the time of listing is less than 10%, where in the
Offer Document does it outline the entity’s plans to increase that
percentage to at least 10% and the timeframe over which it intends to do
that (Guidance Note 1 sections 3.1 and 3.3)?
N/A.
29.
If the entity has or proposes to have any debt securities or convertible debt
securities on issue, a copy of any trust deed applicable to those securities
N/A.
30.
Is the entity is proposing to offer any securities by way of a bookbuild? If
so, please enter “Confirmed” in the column to the right to indicate that the
entity is aware of the disclosure requirements for bookbuilds in the
Annexure to Guidance Note 1
All entities – other information and documents
31.
Where in the Offer Document is there a description of the history of the
entity?
Refer to section 4 (pages 33-44) of the
Prospectus at Annexure 1.
32.
Where in the Offer Document is there a description of the entity’s existing
and proposed activities and level of operations?
Refer to section 4 (pages 33-44) of the
Prospectus at Annexure 1.
33.
Where in the Offer Document is there a description of the key features of
the entity’s business model (ie how it makes or intends to make a return for
investors or otherwise achieve its objectives)?
Refer to section 4 (pages 33-44) of the
Prospectus at Annexure 1.
34.
Where in the Offer Document is there a description of the material
business risks the entity faces?
Refer to section 8 (pages 91-98) of the
Prospectus at Annexure 1.
35.
If the entity has any child entities, where in the Offer Document is there a
list of all child entities stating, in each case, the name, the nature of its
business and the entity’s percentage holding in it?
Refer to section 4 (pages 33-44) of the
Prospectus at Annexure 1.
36.
If the entity has any investments in associated entities for which it will apply
equity accounting, where in the Offer Document is there a list of all
associated entities stating, in each case, the name, the nature of its
business and the entity’s percentage holding in it?
N/A.
37.
Where in the Offer Document is there a description of the entity’s proposed
dividend/distribution policy?
Refer to section 11.4 (page 110) of the
Prospectus at Annexure 1.
38.
Does the entity have or propose to have a dividend or distribution
reinvestment plan?
If so, where are the existence and main terms of the plan disclosed in the
Offer Document?
N/A.
A copy of the terms of the plan
N/A.
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Location/Confirmation
39.
Does the entity have or propose to have an employee incentive scheme?
If so, where are the existence and main terms of the scheme disclosed in
the Offer Document?
N/A.
Where in the Offer Document is there a statement as to whether directors18
are entitled to participate in the scheme and, if they are, the extent to which
they currently participate or are proposed to participate?
N/A.
A copy of the terms of the scheme
N/A.
40.
Has the entity entered into any material contracts (including any
underwriting agreement relating to the securities to be quoted on ASX)?19
If so, where are the existence and main terms of those material contracts
disclosed in the Offer Document?
Refer to section 9 (pages 99-101) of the
Prospectus at Annexure 1.
Copies of all of the material contracts referred to in the Offer Document
Please see Annexure 6
1 Deed of Access, Indemnity and
insurance provided as all others are on
identical terms.
41.
If the following information is included in the Offer Document, the page
reference where it is included. Otherwise, either a summary of the material
terms of, or a copy of, any employment, service or consultancy agreement
the entity or a child entity has entered into with:
(a) its chief executive officer (or equivalent)
(b) any of its directors or proposed directors; or
(c) any other person or entity who is a related party of the persons referred
to in (a) or (b) above (Listing Rule 3.16.4).
Note: if the entity applying for admission to the official list is a trust, references to a chief
executive officer, director or proposed director mean a chief executive officer, director or
proposed director of the responsible entity of the trust. However, the entity need not provide a
summary of the material terms of, or a copy of, any employment, service or consultancy
agreement the responsible entity or a related entity has entered into with any of the persons
referred to in (a), (b) or (c) above if the costs associated with the agreement are borne by the
responsible entity or the related entity from out of its own funds rather than from out of the
trust.
Refer to section 9.1 (pages 99-101) of
the Prospectus at Annexure 1.
42.
Please enter “Confirmed” in the column to the right to indicate that the
material contracts summarised in the Offer Document include, in addition
to those mentioned in item 41, any other material contract(s) the entity or a
child entity has entered into with:
(a) its chief executive officer (or equivalent)
(b) any of its directors or proposed directors; or
(c) any other person or entity who is a related party of the persons referred
to in (a) or (b) above
Confirmed.
43.
Please enter “Confirmed” in the column to the right to indicate that all
information that a reasonable person would expect to have a material
effect on the price or value of the securities to be quoted is included in or
provided with this Information Form and Checklist
Confirmed.
44.
A copy of the entity’s most recent annual report
Please see Annexure 7.
18
If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.
19
It will assist ASX if the material contracts are provided both in hard copy and in electronic format.
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Item
Location/Confirmation
Entities that are trusts
45.
Evidence that the entity is a registered managed investment scheme
(Listing Rule 1.1 Condition 5)
N/A.
46.
Please enter “Confirmed” in the column to the right to indicate that the
responsible entity is not under an obligation to allow a security holder to
withdraw from the trust (Listing Rule 1.1 Condition 5)
N/A.
Entities applying under the profit test (Listing Rule 1.2)
47.
Evidence that the entity is a going concern or the successor of a going
concern (Listing Rule 1.2.1)
N/A.
48.
Evidence that the entity has been in the same main business activity for
the last 3 full financial years (Listing Rule 1.2.2)
N/A.
49.
Audited accounts for the last 3 full financial years and audit reports (Listing
Rule 1.2.3(a))
N/A.
50.
If last financial year ended more than 8 months before the date of this
application, accounts for the last half year (or longer period if available)
and audit report or review (Listing Rule 1.2.3(b))
N/A.
51.
A pro forma statement of financial position and review (Listing
Rule 1.2.3(c))20
N/A.
52.
Evidence that the entity’s aggregated profit from continuing operations for
the last 3 full financial years has been at least $1 million (Listing
Rule 1.2.4)
N/A.
53.
Evidence that the entity’s profit from continuing operations in the past
12 months to a date no more than 2 months before the date of this
application has exceeded $400,000 (Listing Rule 1.2.5)
N/A.
54.
A statement from all directors21 confirming that they have made enquiries
and nothing has come to their attention to suggest that the entity is not
continuing to earn profit from continuing operations up to the date of the
application (Listing Rule 1.2.5A)
N/A.
Entities applying under the assets test (Listing Rule 1.3)
55.
Evidence that the entity:
(a) has, if the entity that is not an investment entity, net tangible assets of
at least $3 million (after deducting the costs of fund raising) or a market
capitalisation of at least $10 million; or
(b) has, if the entity that is an investment entity other than pooled
development fund, net tangible assets of at least $15 million; or
(c) is a pooled development fund with net tangible assets of at least
$2 million (Listing Rule 1.3.1 and 1.3.1A)
Refer to section 5.5 (pages 52-55) of
the Prospectus at Annexure 1.
20
Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered
company auditor) or independent accountant.
21
If the entity applying for admission to the official list is a trust, the statement should come from all directors of the responsible entity of the trust.
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56.
Evidence that:
(a) at least half of the entity’s total tangible assets (after raising any funds)
is not cash or in a form readily convertible to cash;22 or
(b) there are commitments to spend at least half of the entity’s cash and
assets in a form readily convertible to cash (Listing Rule 1.3.2)
Refer to “Use of Funds” in section 2.1.4
(page 18) of the Prospectus at
Annexure 1.
57.
Is there a statement in the Offer Document that there is enough working
capital to carry out the entity’s stated objectives.
If so, where is it?
If not, attach a statement by an independent expert confirming that the
entity has enough working capital to carry out its stated objectives (Listing
Rule 1.3.3(a))?
Refer to “Use of Funds” in section 2.1.4
(page 18) of the Prospectus at
Annexure 1.
58.
Evidence that the entity’s working capital is at least $1.5 million or, if it is
not, that it would be at least $1.5 million if the entity’s budgeted revenue for
the first full financial year that ends after listing was included in the working
capital (Listing Rule 1.3.3(b))?23
Refer to “Use of Funds” in section 2.1.4
(page 18) of the Prospectus at
Annexure 1.
59.
Accounts for the last 3 full financial years (or shorter period if ASX agrees)
and the audit report or review or a statement that the accounts are not
audited or not reviewed (Listing Rule 1.3.5(a) first bullet point)
Please see Annexure 8.
60.
If last financial year ended more than 8 months before the date of this
application, accounts for the last half year (or longer period if available)
and the audit report or review or a statement that the half year accounts
not audited or not reviewed (Listing Rule 1.3.5(a) second bullet point)
N/A.
61.
A pro forma statement of financial position and review (Listing
Rule 1.3.5(c))24
Refer to section 5 (page 45) of the
Prospectus at Annexure 1.
Entities with restricted securities
62.
A statement setting out a list of any person (either on their own or together
with associates) who has held a relevant interest in at least 10% of the
entity’s voting securities at any time in the 12 months before the date of
this application
Refer to section 7.3.4 (page 80) of the
Prospectus at Annexure 1.
63.
A completed ASX Restricted Securities Table25
To be provided.
64.
Copies of all restriction agreements (Appendix 9A) entered into in relation
to restricted securities26
As provided to ASX on 7 May 2015.
22
In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as
readily convertible to cash.
23
For mining exploration entities and oil and gas exploration entities, the amount must be available after allowing for the first full financial year’s
budgeted administration costs and the cost of acquiring plant, equipment, mining tenements and/or petroleum tenements. The cost of acquiring mining
tenements and/or petroleum tenements includes the cost of acquiring and exercising an option over them.
24
Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered
company auditor) or independent accountant.
25
An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.
26
Note: ASX will advise which restricted securities are required to be escrowed under Listing Rule 9.1.3 as part of the admission and quotation decision.
If properly completed restriction agreements and related undertakings have not been provided for all such securities advised by ASX, that will need to
be rectified prior to admission occurring and quotation commencing.
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65.
Copies of all undertakings issued by any bank, recognised trustee or the
provider of registry services to the entity in relation to such restriction
agreements
N/A.
Entities (other than mining exploration entities and oil and gas exploration entities) with classified
assets27
66.
Within the 2 years preceding the date of the entity’s application for
admission to the official list, has the entity acquired, or entered into an
agreement to acquire, a classified asset?
If so, where in the Offer Document does it disclose:
the date of the acquisition or agreement;
full details of the classified asset, including any title particulars;
the name of the vendor;
if the vendor was not the beneficial owner of the classified asset at the
date of the acquisition or agreement, the name of the beneficial
owner(s);
details of the relationship between the vendor (or, if the vendor was not
the beneficial owner of the tenement at the date of the acquisition or
agreement, between the beneficial owner(s)) and the entity or any
related party or promoter of the entity; and
details of the purchase price paid or payable and all other
consideration (whether legally enforceable or not) passing directly or
indirectly to the vendor.
N/A.
Is the vendor (or, if the vendor was not the beneficial owner of the
classified asset at the date of the acquisition or agreement, is any of the
beneficial owner(s)) a related party or promoter of the entity?
If so, please enter “Confirmed” in the column to the right to indicate that the
consideration paid by the entity for the classified asset was solely restricted
securities, save to the extent it involved the reimbursement of expenditure
incurred in developing the classified asset28 or the entity was not required
to apply the restrictions in Appendix 9B under Listing Rule 9.1.3 (Listing
Rule 1.1 Condition 10)
N/A.
Please also provide a copy of the agreement(s) relating to the acquisition
entered into by the entity and any expert’s report or valuation obtained by
the entity in relation to the acquisition
Mining entities
67.
A completed Appendix 1A Information Form and Checklist Annexure I
(Mining Entities)29
N/A.
27
A “classified asset” is defined in Listing Rule 19.12 as:
(a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;
(b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and
which entitles the entity to develop, manufacture, market or distribute the property;
(c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or
(d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in
paragraphs (a), (b) and (c) above.
28
ASX may require evidence to support expenditure claims.
29
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
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Oil and gas entities
68.
A completed Appendix 1A Information Form and Checklist Annexure II (Oil
and Gas Entities)30
N/A.
Entities incorporated or established outside of Australia
69.
A completed Appendix 1A Information Form and Checklist Annexure III
(Foreign Entities)31
N/A.
Externally managed entities
70.
A completed Appendix 1A Information Form and Checklist Annexure IV
(Externally Managed Entities)32
N/A.
Stapled entities
71.
A completed Appendix 1A Information Form and Checklist Annexure V
(Stapled Entities)33
N/A.
Further documents to be provided before admission to the official list
Please note that in addition to the information and documents mentioned above, all entities will be required to provide the
following before their admission to the official list and the quotation of their securities commences:
A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number
and percentage of each class of securities held by those holders;
A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the
categories:
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
The number of holders of a parcel of securities (excluding restricted securities) with a value of more than $2,000,
based on the issue/sale price;
Any outstanding restriction agreements (Appendix 9A) and related undertakings;
34
and
Any other information that ASX may require under Listing Rule 1.17.
35
30
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
31
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
32
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
33
An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.
34
See note 26 above.
35
Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 7 and achieved minimum spread without using
artificial means (see Guidance Note 1 section 3.6).
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