P A R I S - T O K Y O - S I N G A P O R E - D U B A I

LISTING AND DUAL LISTING

IN SINGAPORE

Singapore Exchange Securities Trading Limited

NYSE Euronext Paris

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Singapore - Leading Asian

Investment Centre

Strategically situated in the

heart of Southeast Asia,

Singapore is recognised today

as a key global financial centre

that serves vibrant markets in

the Asia-Pacific Region and the

rest of the world.

WHY LIST ON SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (SGX)

Active Retail Investors’

Participation

SGX saw resurgence of IPOs

in 2010 and recorded 39 new

IPOs in 2010, being a 34%

increase from 2009 (29 IPOs in

2009). Its IPO market

capitalisation in 2010 is almost

five-fold of 2009 (S$51 billion

in 2010, S$10.4 billion in 2009).

There has also been strong

retail investors participation

in the recent IPOs.

WHY

SGX?

Active Retail Investors’

Participation

Singapore - Leading Asian

Investment Centre

SGX - Most International Listing Venue

in Asia

Active Retail Investors’ Participation

Singapore retail investors can subscribe for IPOs via 2,000 ATMs Strong retail participation in recent IPOs

Company Amount

Raised

(US$mn)

Public

Offer Size

(US$mn)

Retail

(Public Offer Only)

Subscription Rate

Retail

Subscription

Amount (US$mn)

HUTCHINSON PORT HOLDINGS 5,454 187 2x 281

GLOBAL LOGISTIC PROP LIMITED 2,111 154 11x 1,689

MAPLETREE INDUSTRIAL TRUST 427 76 28x 2,108

SABANA SHARI’AH COMPLIANT TRUST

404 60 12x 739

CACHE LOGISTICS TRUST 304 26 20x 525

SRI TRANG AGRO-INDUSTRY PUBLIC COMPANY LIMITED

264 19 1x 21

TIGER AIRWAYS HOLDING LIMITED 198 13 23x 306

Source: Company announcements

* Thai-listed and subsequent dual primary listing SGX; currently at premium to offer price

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SGX – ASIA'S MOST

INTERNATIONAL LISTING VENUE

As an international exchange and listing

hub, SGX has been the preferred choice

of many global companies with foreign

origins. As at the end of 2010, 321 out of

782 listed companies were from overseas

(China, Japan, Korea, South East Asia,

Australia, India and Europe). 41% of the

listed companies on SGX are overseas

companies (compared to 1.2% in Hong

Kong and 0.5% in Tokyo), contributing

to 47% of the total market capitalisation.

Prominent companies with secondary or

dual primary listings on SGX include

Jardine Matheson Holdings (UK), SP

AusNet (Australia), STX Pan Ocean

(Korea), Sri Trang Agro Industry

(Thailand), Malaysia Smelting

Corporation (Malaysia), Prudential Plc

(UK) and Golden Ocean Group

(Norway). The secondary listing market

on SGX accounts for about 26.7% of the

market capitalisation.

SGX also boasts a diverse set of

industries, ranging from Marine and Oil

& Gas Services, Financials, Real Estate,

Infrastructure, Healthcare, Resources &

Commodities.

"41% of the listed

companies on SGX are

overseas companies

(compared to 1.2% in

Hong Kong and 0.5% in

Tokyo), contributing to

47% of the total market

capitalisation."

Source: Singapore Exchange

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LISTING ON SGX

Main Board

The Main Board is the premier market for

the listing and trading of shares on the

SGX. It features established companies

which meet its quantitative entry criteria

(see Appendix). The Main Board is under

the direct regulation and supervision of

SGX.

Catalist

On the other hand, the Catalist serves as a

complementary fundraising and trading platform

with more flexible regulations for smaller fast

growing companies. While the Catalist is regulated

by SGX as well, it is supervised by Sponsors

approved by SGX. However, SGX retains the

power to discipline Catalist companies when there

is a breach of the regulations.

An issuer may list on either of SGX's markets: Main Board and Catalist.

LISTING OPTIONS FOR ISSUERS LISTED ON EURONEXT / ALTERNEXT /

MARCHE LIBRE

•Dual Listing of the securities on Euronext/Alternext/Marche Libre and SGX

Dual Listing

•Listing of the securities of a Carve-out on SGXCarve Out

•Delisting from Euronext/Alternext/Marche Libre followed by re-listing on SGX

Delisting

Catalist

On the other hand, the Catalist serves as a

complementary fundraising and trading

platform with more flexible regulations for

smaller fast growing companies. While the

Catalist is regulated by SGX as well, it is

supervised by Sponsors approved by SGX.

However, SGX retains the power to

discipline Catalist companies when there is

a breach of the regulations.

SGX LISTING

Mainboard 1) Regulatory approach:

Exchange-regulated

Exchange-supervised market

2) Method of Listing:

By way of introduction

Offer of securities

3) Types of companies

Established companies

(quantitative entry – c.f.

Appendix)

Catalist 1) Regulatory approach:

Exchange-regulated

Sponsor-supervised market

2) Method of Listing:

Offer of securities

3) Types of companies

Fast growing companies (no quantitative entry criteria – c.f. Appendix)

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In the event of a carve-out, an issuer will transfer a group of assets (i.e. the assets and liabilities of a particular branch of activity) to a subsidiary and in exchange, receive securities issued by the transferee company. The subsidiary will apply to list its securities on one of the SGX’s boards as a primary listing by way of an IPO which can be done by an issue of new shares or an offer of existing shares to the public. The issuer will remain listed on Euronext/Alternext/Marche Libre and subject to French law and regulations; its subsidiary will be listed on one of the SGX’s boards and subject to Singapore law and regulations.

The issuer will delist from Euronext/ Alternext/Marche Libre in accordance to French law and regulations. Thereafter, the issuer will apply to list its securities on one of the SGX’s boards as a primary listing by way of an IPO which can be done by an issue of new shares or an offer of existing shares to the public. Once the issuer is delisted from Euronext/Alternext/Marche Libre and upon satisfaction of the listing requirements (see Appendix), it will apply to list its securities on one of SGX boards by launching an IPO.

1) DUAL LISTING

2) CARVE OUT

3) DELISTING

Listed on Euronext

/Alternext/ Marche Libre

Issuer

Carve Out

Subsidiary Issuer

Transfer of assets to

subsidiary

Listing of carve out

Listed on Euronext

/Alternext/

Marche Libre

(1) (2)

Issuer

Listed on Euronext

/Alternext / Marche Libre

Subsidiary

Listed on Main Board

/ Catalist

(3)

Issuer

Delist and List

Listed on Main Board

/ Catalist

Issuer

Listed on Euronext

/Alternext/ Marche Libre

Listed on Euronext

Alternext/ Marche Libre

Listed on (i) Main Board (primary & secondary); (ii) Catalist (primary)

Issuer

Listed on Euronext

Alternext/ Marche Libre

Dual Listing

Issuer

vary any such conditions or impose additional conditions or criteria.

Besides boosting the public profile in Asia, dual listing on SGX will provide ready access to capital from the region. The enlarged size and diversity of shareholder base may also boost liquidity and valuation, particularly when the business of the issuer is more favoured in the region.

Issuers may list on the SGX either by way of (a) a primary listing (On Main Board or Catalist); or (b) a secondary listing (On Main Board only).

Primary listing: Euronext/Alternext/Marche Libre and SGX will be considered as the issuer’s "home exchange". Both the laws and listing regulations of France and Singapore will have to be complied with in full.

Secondary listing: Euronext remains the issuer’s "home exchange" and the issuer will only be required to comply with a limited set of listing regulations under SGX. For example, unlike a primary listing, controlling shareholders, executive directors of the issuer and their associates will not be subject to a moratorium on dealings with their shares in the issuer.

Upon admission to the Official list of the SGX, the issuer will have a dual listing on both Euronext/Alternext/Marche Libre (as the case may be)

may be) and SGX and consequently, its securities may be traded on both markets. The issuer may thereafter raise funds in both markets. SGX has the absolute discretion concerning the admission (and removal) of an issuer and may approve the applications for listing unconditionally or subject to conditions, and has the right to additional

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Mainboard Catalist

Scenario 1 Scenario 2 Scenario 3

An issuer must also satisfy one of the following 3 scenarios:

Quantitative Criteria

Cumulative consolidated pre-tax profit of at least $7.5 million for the last three years, and a minimum pre-tax profit of $1 million for each of those three years

Cumulative consolidated pre-tax profit of at least $7.5 million for the last three years, and a minimum pre-tax profit of $1 million for each of those three years

Cumulative consolidated pre-tax profit of at least $7.5 million for the last three years, and a minimum pre-tax profit of $1 million for each of those three years

No criteria set by the SGX

Sponsors use their own criteria, usually following industry standards.

The SGX may publish specific additional or other criteria for different types of listing applicants.

Shareholding Spread 25% of issued shares in the hands of at least 500 shareholders (for market

capitalisation > S$300 million, shareholding spread will vary between 12-20%).

500 shareholders worldwide in the case of a secondary listing

At least 15% of issued shares in the hands of at least 200 shareholders

Operating Track Record

3 years NA NA

No operating track record record requirement set by SGX

Sponsors will require healthy and clean track records by industry standards

Financial Position and liquidity

Healthy financial position

Settlement of all debts owed to the group by its directors, substantial shareholders and companies controlled by the directors and substantial shareholders

Healthy financial position

Settlement of all debts owed to the group by its directors, substantial shareholders and companies controlled by the directors and substantial shareholders (except affiliates)

Directors and Management

Compliance with corporate governance standards

Management must have requisite expertise (assessed on a case by case basis). Minimum of 2 non-executive directors on issuer’s board which are independent and free of any material business or financial connection with the issuer

At least 2 independent directors, resident in Singapore, for foreign issuers

Compliance with corporate governance standards

Management must have requisite expertise (assessed on a case by case basis). Minimum of 2 non-executive directors on issuer’s board which are independent and free of any material business or financial connection with the issuer

At least 1 independent director, resident in Singapore, for foreign issuers

Listing Review Exchange

Sponsor: sponsors are companies specialized in corporate finance and compliance advisory work. They are authorized and regulated by the SGX through strict admission and continuing obligation rules

The sponsor is not approved by the exchange and is not subject to SGX rules

The sponsor submits the listing application and the supportive documents on behalf of the company but does not assume any supervisory role after the IPO (compliance with SGX rules)

SGX directly supervises the company with the power to discipline

The sponsor must be approved by the SGX and is subject to SGX rules.

The company is listed based on the sponsor’s assessment that it is suitable

After the IPO, the company must retain a sponsor at all times.

The sponsor ensures that the company complies with SGX rules and advises the company on such issues (supervisory role). SGX retains the power to discipline the company.

Additional requirements for Property Development Companies

A property investment/development company applying for admission to the Official List must also meet the following requirements:—

(1) Minimum Leasehold Period

Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the group's operating profits for the past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of lease as a basis for this rule.

(2) Independence Of Valuer

An issuer must appoint an independent valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may require an issuer to appoint a second valuer to conduct a valuation on the properties.

(3) Valuation Report

The valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of the application for listing.

Alternative requirements for Life Science Companies

A life science company that cannot meet the requirements in relation to the

Quantitative Criteria or Financial Position and Liquidity may list its equity securities on the Main Board if it fulfills the following conditions:

(a) has successfully raised funds from institutional investors, accredited investors as defined in the Securities and Futures Act or such relevant persons prior to its IPO, not less than 6 months prior to the date of the listing application;

(b) meets the market capitalisation requirement in Scenario 3 of the Quantitative Criteria;

(c) has as its primary reason for listing, the use of proceeds of the IPO to bring identified products to commercialisation;

(d) demonstrates that it has a three-year record of operations in laboratory research and development and submit to SGX the following:

(1) details of patents granted or details of progress of patent applications; (2) the successful completion of, or the successful progression of, significant

testing of the effectiveness of its products; and (3) the relevant expertise and experience of its key management and technical

staff; and

(e) has available working capital that is sufficient for its present requirements and for at least 12 months after listing.

N.A.

APPENDIX - LISTING REQUIREMENTS

Paris91, rue du Faubourg

Saint Honoré75008 Paris

Tel. : +33 (0) 1 55 73 20 20Fax : +33 (0) 1 55 73 20 21

Tokyo3F, 3-22-1 Toranomon,

Minato-kuTokyo 105-0001

Tel. : +81 3 54 03 91 21Fax. : +81 3 54 03 91 22

DubaiSuite 415, Liberty House

DIFC, DubaiUnited Arab Emirates

Tel. : +971 4 32 777 08Fax : +971 4 32 777 04

Singapore35 Ann Siang RoadSingapore 069714

Tel. : +65 65 57 20 20Fax : +65 65 57 25 25

www.cvml.com

DISCLAIMERThe information in this publication serves only as cursory guide to clients of Cotty Vivant Marchisio & Lauzeral. The content of this publication is not intended to be legal advice nor a substitute for the provision of legal advice. Cotty Vivant Marchisio & Lauzeral does not accept any liability for the information (or the use or reliance upon such information) provided herein. The publication shall not be deemed as the provision of specific professional advice.

Key contacts

Singapore

Paris

Philippe Taverne p.taverne@cvml.comShawn Chan s.chan@cvml.comThierry Cotty t.cotty@cvml.comPascal Georges p.georges@cvml.comAntoine Thibaud a.thibaud@cvml.com