Frequently Asked Questions

1.1 Listing Eligibility

The goal of SSX’s listing requirements is to facilitate capital formation for companies within Australia and the Asia Pacific region and, at the same time, to protect investors and prospective investors in those companies through the application of quantitative and governance based listing requirements, which are enforced through a transparent regulatory process.

For detailed information on the listing standards of SSX, please see the ‘SSX Initial Listing Guide’, which is attached on the SSX website at How to List

A listee will need to meet one of the following criteria:

• Net tangible assets of AUD$ 2.0 million (after deducting costs of any IPO capital raising); or
• Market capitalisation of AUD $2.0 million.

A listee will need to have the following:

• Minimum of 50 shareholders holding a parcel of shares with a value of $2,000 each;
• Not less than 25% free float ( being the percentage of securities held by non-related parties of the listee), excluding restricted securities; and
• An ability to maintain sufficient spread of securities to promote liquidity in its securities.

SSX has adopted provisions within its Listing Rules relating to escrow / restricted securities. These provisions are designed to protect the integrity of the market. In general terms, these provisions apply to businesses that are substantially speculative, or do not yet have a clear and established track record of operations. The utility of these provisions therefore are to allow listee’s to develop a clear and established track record, and to allow the market time to value and understand the listee’s business over a period of time.

Depending on the relationship of an individual shareholder with the listee (being directors, early seed investors and promoters), and in some circumstances, the consideration paid by that shareholder for securities of the listee, trading in some proportion of the listee’s shares may be restricted for up to 2 years.

SSX’s escrow / restricted security provisions are complex, so it is best that listee’s seek specialist advice from its Sponsor, specialist advisers or SSX.

Yes. This is a key part of our service offering. SSX may grant “in principle” advice on the application of X Listing Rule or Business Rule to a particular circumstance before a formal application or waiver request has been sought by a Listee, Market Participant or Sponsor.

For example, this service will be particularly useful where a Listee has determined that there are Listing Rules for which it requires up front approval from SSX, but before it decides to proceed with a formal listing application (and its associated costs). This helps to increase certainty for the applicant and reduces handling time once a formal application is lodged.

1.2 Listing Application

A Listee needs to examine a wide range of factors in order to assess its preparedness for listing, including:

• What is the Listee’s long term goals and strategy?
• Are there any skills missing (or needed) at the board or senior management level?
• Is the Listee (and its board and senior management) prepared for greater disclosure, accountability and transparency after listing?
• Is the Listee’s culture ready for listing?
• Are there any corporate structuring / tax issues to be resolved?
• Are the Listee’s operational, financial, compliance and management systems satisfactory for a listed organisation?
• Are the Listee’s corporate governance practices satisfactory, and embedded?
• Does the listee understand what investors and the market in general expects from it?

A Listee’s answers to the above questions may give a good indication of how prepared it is for the transition to becoming a publicly-listed entity. A Listee must also meet specific requirements set out in the SSX Listing Rules in order to be eligible to be admitted to the official list of SSX. These requirements include a set of minimum admission criteria, including structure, size, financial reporting and number of shareholders.

The timetable for listing depends on the scale and complexity of the IPO transaction, how quickly the listing (and application) can be prepared, the quality and comprehensiveness of the information provided to SSX and how quickly funds are received from IPO investors. The amount of time taken to list can range from three months to two years, with six months being usual.

We recommend that you approach SSX when you are first thinking of becoming a listed company. SSX would endeavour to answer your initial questions, outline the listing process and timeline, and hope to assist you in relation to any key issues relating to becoming listed.

The total cost of listing on SSX depends on the listing route you take, the size of the listing and the degree of advice that you seek, amongst other variables. Total costs include legal and accounting advice, capital raising preparation costs, underwriting cost, expert report costs, audit costs, due diligence costs and SSX listing fees.

The total cost of listing on SSX can be relatively low for a compliance listing, whilst a more complex prospectus capital raising listing may cost between 5% to 10% of the funds raised.

SSX charges an initial listing fee for an application for admission to the official list of SSX, and an annual listing fee while a Listee remains admitted to the official list of SSX. Listee’s are required to pay their first annual listing fee at the time of admission to the official list of SSX, and every subsequent annual listing fee will be calculated on the anniversary of a Listee’s admission date.

The SSX Fee Schedule is available on the SSX website at: Fees

Listees seeking admission to the official list of SSX as an Equity Listing need to complete Appendix 4-1 to the Listing Rules, Listees seeking admission as a Fixed Interest Listing need to complete Appendix 4-2 to the Listing Rules and Listees seeking admission as a Foreign Exempt Listing need to complete Appendix 4-3.

The Listing Rule Appendices are available on the SSX website at: Listing_Rules Appendices

SSX will provide a list of available codes from which listee can choose their preference. The choice can be reserved for a limited time. SSX has also reserved certain in demand codes to ensure its equal access to all SSX listees. These codes can be provided at a premium. Please contact SSX at info@ssx.sydney for more information.

It is SSX policy to allow for dual listings where you are listed on a regulated overseas stock exchange and want to also be admitted to the official list of SSX, or you are (or thinking of being) admitted to the official list of SSX and want to be listed on a regulated overseas stock exchange.

SSX will not allow dual listings in circumstances where a Listee would be admitted to an official list of another Australian stock exchange.

Section 201A (2) of the Corporations Act sets out that a Australian-domiciled public company must have at least 3 directors, with at least 2 directors ordinarily residing in Australia. For more information and advice, SSX suggests you obtain proper legal and/or Sponsor advice.

2.1 Ongoing Listing Rule Obligations

Listees are required, subject to the SSX Listing Rules, to lodge their Half Year Report, Preliminary Final Report and Annual Report with SSX by the earlier of:

• as soon as available;
• no later than the time these reports are lodged with ASIC; and
• 2 months of the accounting period ending for Half Year and Preliminary Final Reports; and
• 4 months of the financial year ending for the Annual Report (including Full Year Financial Statements).

Due dates are communicated by SSX to each Listee at the time of admission.

For more information, refer to Chapter 15 of the Listing Rules.

SSXConnect is a web-based platform through which SSX listee companies can continually disclose company information to the SSX market. Chapter 11 of the SSX Listing Rules sets out the requirements for continuous disclosure by a listee.

For listees to comply with the relevant Corporations Act provisions and the SSX Listing Rules, SSX provides SSXConnect as an avenue for listees to submit announcements through to SSX, prior to its release to the SSX market.

Listing Rule 15.3 deals with the obligations to lodge an Annual Report, and refers to the obligation to lodge further materials as required by the Listing Rule Procedures.

Listing Rule Procedure 15.3 outlines the indicative and non-exclusive list of corporate governance matters that a Listee should take into consideration when making its Corporate Governance statement in the Annual Report.

The Listing Rule Procedures are found on the SSX website at: Listing Rules Procedures

3.1 SSX Market Participant Application

The SSX Market Participant application form and agreement are available on the SSX website at: How to become a SSX's Market Participant.

Yes, an application to be a SSX Market Participant will generally need to follow a ‘dual track’ process, whereby the applicant seeking to become a SSX Market Participant under the SSX Business Rules is also required to satisfy the Market Integrity Rule (“MIR”) requirements of ASIC. The MIRs are available on the ASIC website as follows: Market Integrity Rules

This ‘dual track’ approval process is likely to be much quicker for any current ASX or Chi-X Australia Market Participant, as these entities will already be subject to, and complying with, at least one set of MIR’s. For any potential Market Participant who is not already a Market Participant on ASX and/or Chi-X Australia, the process may be slower, as this entity will need to discuss certain matters with ASIC (for example, the Risk Calculation Methodology) pursuant to becoming compliant with the MIRs.

SSX will not make any formal decision relating to a Market Participant application until it has received confirmation that the applicant has been advised by ASIC that it is in compliance with the MIRs. If you wish to discuss a SSX Market Participant application with the ASIC Market and Participant Team, please email: market.participants@asic.gov.au or call 1300 029 454.

4.1 SSX Sponsor Framework

Yes. They play a crucial role in the SSX listing process, and provide Listing Rule advice for a period of two years post listing. For more information relating to the requirements and operation of Sponsors refer to Chapter 3 of the Listing Rules: Listing Rules.

A full list of all SSX Sponsors is located on the SSX website at: Who are SSX's Sponsors

Yes. SSX Guidance Note 1 provides a fuller explanation of what SSX expects in relation to what is required of a Sponsor:

• at the time of a Sponsor application;
• at the time of a listing application; and
• in relation to assisting with the compliance of Listees on an ongoing basis.

The full Guidance Note is available on the SSX website at: How to become a SSX's Sponsor

5.1 SSX Trading Information

Trading on SSX is quite easy. As with any other exchange; you trade in the securities that are listed on SSX market via your stockMarket Participant. Click here to see a list of our Market Participants (Market Participants).

SSX operates a trading system (known as APeX) that prioritises each order on a price and time priority basis. Market Participants use APeX system to enter your orders. These orders are then transmitted to the SSX and are matched to execute deals / trades.

Once the trade is executed; settlement of that trade will occur two (2) business days later (T+2) via ASX CHESS (Clearing House Electronic Sub-register System). Investors will receive holding statements which independently confirm their share purchases, sales, transfers and holdings.

A full list of all the SSX Market Participants is available on the SSX website at: Who are SSX's Market Participants

APeX (SSX’s trading system) is open for trading between 10:15am and 4:15pm Monday to Friday (excluding notified business day - holidays).

Each SSX Listee Dividend has a Record Date, Ex Dividend Date and Date Payable.

The Record Date is the date a Listee views its share registry to determine the shareholders who are entitled to receive the current dividend. It is the date by when all changes to registration details must be finalised.

The Ex Dividend Date (or Ex Date) occurs one business days prior to a Listee’s Record Date. To be entitled to a dividend, a shareholder must have purchased shares on the market before the Ex Dividend Date. If you purchase shares on the market or after this date, you are not entitled to the dividend.

Before the Ex Dividend Date, shares are said to be Cum Dividend. If you buy shares whilst they are Cum Dividend, you are entitled to the recently announced dividend.

The Date Payable is the date on which a Listee’s dividend is paid to shareholders.

The SSX market focusses upon the underlying financial fundamentals of its listees to determine the market value of products traded on SSX. For this reason, the SSX Operating Rules do not permit short selling.

SSX recognises its obligation under the Australian Corporations Act to disclose, by publishing on its website or in any other form that is easily accessible by the public, the amount of short selling on the market each day. As short selling is prohibited on the SSX market, no daily disclosures are provided.

5.2 Trading Currencies

At present all financial products traded on SSX are traded and settled in Australian Dollars (AUD).

Yes, SSX is planning on launching trading and settlement in RMB denominated equity products. As always, we will actively explore with Market Participants the viability of what those products may be.

No. However, implementation work is progressing. SSX is currently planning that equity products will be tradeable in both AUD and RMB. Trades executed in AUD will settle in AUD and trades executed in RMB will settle in RMB.

We believe RMB products are very important to the future of the Australian economy and the SSX market but there is still a long way to go. As SSX develops its integration with the Chinese investment community we believe demand for a secondary market in RMB denominated equities in Australia will continue to grow.

The same rules will apply to the trading of RMB products on the SSX market as those that apply to the trading of AUD products.

Owing to the specialized nature of RMB denominated equities, the rules applying to the settlement of RMB denominated trades may differ from the rules applying to the settlement of AUD denominated trades.

5.3 Settlement

CHESS stands for Clearing House Electronic Subregister System. CHESS is Australia’s settlement system and a fully electronic securities depository for equity and equity-related securities.

With CHESS, investors, stockMarket Participants and listees enjoy a number of benefits:
• The convenience and security of maintaining security holdings in un-certificated form;
• The provision of periodic holding statements, which detail individual transactions and the holding balance for each security;
• Reduced settlement risk, due to faster, fixed period settlement two business days after a transaction (T+2); and
• Standardised and predictable settlement obligations for both buyers and sellers.

The settlement of transactions in the SSX market occurs on Delivery versus Payment (DvP) basis using the Clearing House Electronic Sub-register System (CHESS) system. DVP settlement ensures that cash and securities are exchanged irrevocably and simultaneously.

CHESS reduces the amount of paperwork by providing electronic settlement of share transactions. This speeds up the processing of transactions, while providing added benefits of reduced risk of incomplete or incorrect settlement, and greater ease of trading and holding equity securities for investors.

When shares are held in this un-certificated form, an investor does not have to worry about holding share certificates, reconciling holdings or forwarding them to your stockMarket Participant. An investor can provide access for the transfer of any securities you sell by using a Holder Identification Number (HIN) if you are on a CHESS sub-register, or a Share Reference Number (SRN) if you are on an issuer sponsored sub-register. These numbers control access to your holdings, and therefore should not be generally disclosed.

Trades on SSX are settled on a T+2 basis. That is, a trade is settled 2 Business Days after the date on which the trade is executed.

The settlement service enables transactions in CHESS-eligible financial products of SSX Listees to be settled in the CHESS daily settlement batch alongside other CHESS-eligible financial products settled between ASX Settlement Participants. This occurs through the submission of dual-entry settlement instructions by ASX Settlement Participants in CHESS. Once these instructions are submitted and matched, they are scheduled for settlement in the daily CHESS batch where the financial products and cash movements are irrevocably transferred DvP. These SSX transactions are not cleared by a central counterparty.

No, SSX uses the services of the ASX Settlement Pty Limited (“ASXS”) CHESS system to settle all trades executed on the SSX APeX trading platform. To achieve this SSX Market Participants (“Market Participants”) must either also be an ASX Settlement Participant or have contractual arrangements with an ASX Settlement Participant to settle trades on their behalf.

6.1 Regulatory

The Council of Financial Regulators (“CFR”) is the coordinating body for Australia's main financial regulatory agencies. It is responsible for the regulation and supervision of the Australian’s financial system. The role of CFR is to contribute to the efficiency and effectiveness of financial regulation and to promote stability of the Australian financial system. The members of CFR comprise the Reserve Bank of Australia (“RBA”), the Australian Prudential Regulation Authority (“APRA”), the Australian Securities and Investments Commission (“ASIC”) and The Treasury.

More information about CFR can be found at Council of Financial Regulators.

Australian Securities and Investments Commission (“ASIC”) is Australia’s corporate, markets and financial services regulator. ASIC regulates Australian companies, financial markets, financial services organisations and professionals who deal and advise in investments, superannuation, insurance, deposit taking and credit.

In relation to financial market regulation, ASIC assesses how effectively authorised financial markets are complying with their legal obligations to operate fair, orderly and transparent markets. Since 1 August 2010, ASIC is responsible for the supervision of trading on Australia’s domestic licensed equity, derivatives and futures markets.

More information about ASIC can be found on the ASIC website.

SSX will communicate with its listees, Market Participants and sponsors in both written and spoken English. As such, all documents, including material contracts as part of a listing application or documents that relate to disclosures made under the listing rules, are to be provided to SSX in English. If the original document was prepared and executed in another language, SSX requires the original document to be accompanied by a full translation of that document in English.

Should there be an inconsistency between the English and non-English version of a document, SSX will rely upon the English version as the document which prevails to the extent of any inconsistency.

Note to Readers:

These FAQs are designed to assist you to understand the policy of SSX and its staff in operating its Market and implementing and supervising the operation of the SSX Operating Rules. The answers are framed as general statements and do not take into account any particular circumstances. Some SSX Operating Rules have important exceptions or qualifications that these answers may refer to, but may apply in your particular circumstance.

The answers to these FAQs should not be regarded as a substitute for obtaining professional legal advice. You should seek independent legal and/or other professional advice before taking action on matters to which the answers may be relevant, or if you have any doubt about how the SSX Operating Rules apply to you.