Going Public & Exchange Act

Registration For Foreign Issuers

Foreign companies going public in the United States must file a

registration statement covering a class of securities pursuant
to
the
Securities Exchange Act of 1934 ,
as
amended
(Exchange Act) if the class of securities will be listed on a
United States national securities exchange such as NASDAQ. A
foreign private issuer must register a class of equity securities
under the Exchange Act unless the exemption provided by
Exchange Act Rule 12g3-2(b) is available. If the foreign private
issuer has assets in excess of $10 million and the class of
securities is held of record by either (i) 2,000 persons or (ii)
500 persons who are not AIs (in both cases, of whom at least
300 are residents in the United States).

Rule 12g3-2(b) Exemption For Foreign Issue

Foreign private issuers are automatically eligible to rely upon the Rule
12g3-2 exemption if they satisfy the following conditions:

A foreign private issuer must not be a SEC reporting company. That is,
they must not be required to file or furnish reports under Sections 13(a)
or 15(d) of the Exchange Act.

The foreign private issuer must maintain a listing of its securities on a

Primary Trading Market outside of the United States. APrimary Trading
Market means a foreign market that, either alone or together with
another foreign market, accounted for at least 55% of the trading of the
issuers securities on a worldwide basis during the foreign private issuers
last fiscal year. If trading of the securities in two foreign markets is
combined to meet the 55% threshold, then trading on at least one of the
foreign exchanges must be greater than the trading in the U.S. markets.

Publication Of Foreign Private Issuer

Disclosure Documents
A foreign private issuer must publish material to an investment decision
that it has released since the first day of its most recently completed
fiscal year that it has:

Made public or is required to make public;

Filed or is required to file with the stock exchange on
which its securities are listed and which has been
made public by the exchange; or
Distributed or been required to distribute to its
security holders.

Continued: Publication Of Foreign

Private Issuer Disclosure Documents
Among other things, the material information that should be disclosed includes: results
of operations or financial condition, changes in management, changes in business;
acquisitions or dispositions of assets; the issuance or acquisition of securities; changes
of control; and transactions with directors, officers or principal security holders.
In order to keep the Rule 12g3-2(b) exemption, a foreign private issuer must continue
to publish its disclosure documents electronically after the information has been made
public in its primary trading market.
If a foreign private issuer fails to comply with the provisions of Rule 12g3-2(b), it will
have to either register the subject class of securities under the Exchange Act within
120 days after its fiscal year end, qualify for the exemption under Rule 12g3-2(a) by
having fewer than 300 shareholders in the U.S. Alternatively, the foreign private issuer
can comply with Rule 12g3-2s requirements within a reasonably prompt manner.

change Act Reporting By Foreign Private Iss

Upon a foreign private issuers registration statement under the
Securities Act or the Exchange Act, it must comply with the SECs
ongoing reporting requirements.
A reporting foreign private issuer must file its annual report on Form
20-F within four months after the foreign private issuers fiscal yearend. Form 20-F requires detailed financial and non-financial
disclosures.

ontinued: Exchange Act Reporting By Foreig

Private Issuers
Additionally, the foreign private issuer must file current reports on Form
6-K. Form 6-K reports must contain disclosure of all material information
that the foreign private issuer:
Makes or is required to make public under the laws of its
country of incorporation;
Files or is required to file with a stock exchange on which its
securities are traded and which was made public by that
exchange; or
Distributes or is required to distribute to its shareholders.
As with any report orregistration statement filed with the SEC, periodic
filings made by foreign companiesmust be complete and true in all
material respects at the time of submission.

For further information about thissecurities law presentation, please

contactBrenda Hamilton,Securities Attorney at 101 Plaza Real
South, Suite 202 North, Boca Raton Florida,(561) 416-8956, by email
atinfo@securitieslawyer101.comor
visit
www.securitieslawyer101.com.
Thissecurities law blogpostis
provided as a general informational service to clients and friends of
Hamilton & Associates Law Group, P.A.and should not be construed
as, and does not constitute legal advice on any specific matter, nor
does this message create an attorney-client relationship. Please note
that the prior results discussed herein do not guarantee similar
outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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