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A newly formed holding company which invokes the operational track record of its subsidiary(ies) to qualify for the track record exception letter b, is prohibited from divesting its shareholdings in the said subsidiary(ies) for a period of three (3) years from the listing of its securities. The prohibition shall not apply if a divestment plan is approved by majority of the applicant company’s stockholders.
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Holding companies or companies whose earnings are derived exclusively from passive income are not qualified to list under the Second Board.
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- The Exchange shall not allow the listing on the SME Board of any holding, portfolio, and passive income company. For purposes of this Rule, holding, portfolio and passive income company shall mean a company that confines its activities to owning stocks in, and supervising management of other companies and whose source of income are mainly dividends, equitized earnings, and interest earnings from its investments; and
- No change in primary purpose - The applicant company shall not be allowed to change its primary purpose stated in its Articles of Incorporation for a period of five (5) years following its listing. The Exchange reserves the right to delist listed companies whose objective(s) and purpose(s) as stated in its Articles of Incorporation submitted to the Exchange have been amended within the specified period.
- No Offering of Secondary Securities - The applicant company is prohibited from offering secondary securities during the Initial Public Offering. For purposes of this rule, secondary securities shall mean securities originally held by the existing shareholders prior to IPO.
- Non-waiving of Pre-Emptive Rights - The applicant company's Articles of Incorporation and By-Laws shall explicitly provide for pre-emptive rights of the stockholders, provided that, upon listing, the company shall in no way secure waiver of such rights from the stockholders by way of a corporate action.
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