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Criteria for Listing and IPO

Reference:

Prakas on the implementation listing rules (No.004/11 SECC/PrK dated 03/05/2011
Prakas on the public issuance of equity securities (No.001/SECC dated 15/01/2010)
Prakas on corporate governance (that related)

Requirement	Description of Requirement
Quantitative Requirements	The number of shareholder who hold shares with the voting rights less than 1% and who hold shares from more than 10 shares (the number of the smallest shareholders), are required to have at least 200 people by the date which the securities are officially registered for sale. The number of shares hold by the smallest shareholders is required to have 200,000 shares or 15% of total number of shares with the voting rights.
Qualitative Requirements	Share ownership of the largest shareholders must not have changed for one year before the official listing.
Capital & Profit Requirement	Equity capital above USD1,250,000 at filing time Last financial year net profit above USD125,000 Aggregate net profit for last 3 years above USD250,000
Size of IPO	If the capital is less than USD5M, the issue shares shall be at least 20% If the capital is more than USD5M, the issue shares at least 15% 20% of total public offering is reserve for Cambodian citizens and 80% remaining is open to public investors.
Financial Accounts	Audited financial statements for last 3 years Three year business plan
Governance	For listed public enterprises, the Board shall not exceed 7 members and have at least 1 independent director and 1 non-executive director as a representative of the private shareholders For listed companies, the Board shall have at least 5 members, but not exceed 15 and have at least 1 independent director out of the 5 members
Other Requirement	Lock-up of 12 months for Controlling Shareholder and Lock-up of 6 months for Shareholder holding shares from 15%