SYDNEY STOCK EXCHANGE LIMITED SPONSOR APPLICATION FORM Sponsor Application Form How to Complete this Application Form Applicants seeking to become sponsors approved by the Sydney Stock Exchange Limited (SSX) must complete this application form. It is essential that you read this application form in conjunction with the SSX Listing Rules as published by SSX from time to time. If you would like to discuss the application process or the Listing Rules in more detail please contact SSX Business Development on +61 2 9217 2705. You must submit a completed application form together with appropriate supporting documents. Answers must be printed or typed in black. SSX will keep confidential all information provided by the applicant, except to the extent that disclosure is necessary for the exercise of its supervisory functions, is permitted by the operating rules (including Procedures and Appendix) or is otherwise required by law. Please return the completed application form to SSX Business Development Level 16, Central Square 323 Castlereagh Street Sydney NSW 2000 Australia Tel: +61 2 9217 2705 December 2015 Sponsor Application Form 1. Name of applicant (the “applicant” or “you” or “we”) _____________________________________________________________________________________ The applicant hereby applies to Sydney Stock Exchange Limited (SSX) (ACN 080 399 220) to become a sponsor pursuant to the SSX Listing Rules. 2. Trading name (if different) _____________________________________________________________________________________ Business Address _____________________________________________________________________________________ _____________________________________________________________________________________ ________________________________________________________ Postcode __________________ Tel: __________________ Fax: __________________ Website: ______________________________ Registered Address (if the same as Business Address please insert “as above”) _____________________________________________________________________________________ _____________________________________________________________________________________ ________________________________________________________ Postcode __________________ Tel: __________________ Fax: __________________ Website: ______________________________ December 2015 Sponsor Application Form 3. 4. Nature of entity (a) Sole trader Yes No (b) Company Yes No (c) Partnership Yes No (d) Other (specify) _________________________ Australian Business Number (ABN, ACN) _____________________________________________________________________________________ 5. Name of contact _____________________________________________________________________________________ Tel: __________________ Fax: __________________ Email: ________________________________ 6. Are you: (a) A financial services licensee as defined under the Corporations Act (Cth) 2011 or an Authorised Representative of a financial services licensee? Yes No If a financial services licensee, please attach a copy of the Australian financial services license. If an Authorised Representative of a financial services licensee please attach a copy of the Australian financial services license and a written acknowledgement from the financial services licensee that you have applied to become, and if accepted may act in the capacity of, a sponsor under the SSX Listing Rules and that, in making the application, you are relying upon being a corporate authorized representative of the financial services licensee. (b) An Legal Practice under the law of a State or Territory of Australia? Yes No If yes, specify which State or Territory _______________________________________________________________________ December 2015 Sponsor Application Form (c) A public accounting practice practising as a sole practitioner or practising in any other form whose principal belongs to one of the following professional bodies at the declared membership classification, and complies with the body’s continuing professional education requirements. Professional bodies The institute of Chartered Accountant in Australia CPA Australia Institute of Public Accountants Yes No Declared membership classifications CA, ACA and FCA CPA and FCPA AIPA, MIPA and FIPA If yes, specify which professional body and classification _______________________________________________________________________ Note: Please provide documentary evidence to support your assertions if your answer to any of the above questions in Section 6 is Yes. Refer SSX Listing Rule 3.7 7. Please provide an outline of your history and corporate profile. Note: Please include a separate sheet setting out such information 8. Provide specific details of your recent corporate finance experience. In particular, provide details of your client, the date of the transactions, the stock markets (if any) on which the transactions took place, and your involvement with your client since the transaction. Please provide copies of public document for each transaction to support your assertion. Please provide contact details of three clients whom you have given corporate finance advice to in the last two years. Note: Please include a separate sheet setting out such information. Refer Listing Rule 3.7 9. Provide details of your recent experience in advising listed companies of their compliance responsibilities and obligations pursuant to the listing rules of any Australian financial market. Note: Please include a separate sheet setting out such information. Refer Listing Rule 3.21(b) and (d) 10. Provide details of your specific expertise in relation to providing advice to listed companies in overseas financial markets (particularly in relation to China or other Asian markets). Note: Please include a separate sheet setting out the details. December 2015 Sponsor Application Form 11. Please provide name and address of: a) b) c) d) Principal if you are a sole practitioner; or All directors of your practice if you are an incorporated practice; or The managing director if you are a practice with more than 20 partners; or All partners of your practice if you are a partnership. Note: Please include a separate sheet setting out the details 12. Please provide details of any adverse matters which have been brought by, or to the attention of, any regulatory agency in relation to your business in the previous 5 years. Note: The time required by SSX to assess on application will be shortened by the provision of all relevant correspondence with the regulatory agency. 13. Please provide a summary of the controls you have in place to ensure that you can satisfy the general obligations of a Sponsor. (Please refer to listing rules 3.15 to 3.17.) Note: Please include a separate sheet setting out the summary. 14. Give details of executive staff who will be involved in your sponsor activities. (Continue on a separate sheet where necessary) Title December 2015 First Name(s) Surname Sponsor Application Form 15. Have you (or your executive officers or principals): (a) Been convicted for any offence (other than a traffic offence)? Yes No (b) Been charged with any offence (other than a traffic offence) at any time? Yes No (c) Been adversely mentioned in a report made by or at the request of any government, governmental authority or agency? Yes No (d) Been subject to a banning order under section 920A of the Corporations Act? Yes No If your answer to any of the above questions is yes, please include a separate sheet and provide the relevant details. Refer Listing Rule 3.9 16. Provide a copy of a certificate of currency for your professional indemnity insurance. Note: Please include a separate sheet and provide the relevant details. 17. Provide details of any other information which you think may be relevant to SSX’s consideration of your application. Note: Please include a separate sheet and provide the relevant details. 18. Provide SSX with a copy of your company logo in JPEG format for inclusion on the SSX website if your application is accepted. 19. Please enclose with this application your cheque payable to Sydney Stock Exchange Limited or date and amount of electronic transfer being the initial fee, details of which are set out in the SSX Fee Schedule. Refer Listing Rule 3.7 and schedule 2 of SSX Fee Schedule 20. Please provide the principal contact in relation to future payments: December 2015 Name Phone number Email address Sponsor Application Form 21. Please provide the entity to which invoices are to be directed (if different to the Applicant) 22. 23. Name Phone number ACN The applicant hereby: 22.1. Acknowledges that SSX may use the applicant’s company logo provided in accordance with point 16 of this application for the purpose of promoting the SSX market and agrees that it will not object to the use by SSX for the purpose. 22.2. Acknowledges that SSX has absolute discretion in determining whether to accept or refuse my application and in the event that my application is refused by SSX I have no right to appeal against the refusal. 22.3. Agrees and undertakes it will not do any act or make any statement which would bring SSX into disrepute or damage the goodwill or reputation of SSX in any circumstances including but not limited to circumstances if its application to SSX is refused by SSX. 22.4. Acknowledges that SSX may contact the applicant’s clients whose contact details have been provided to SSX and agrees and consents to SSX contacting those clients in relation to this application. The applicant hereby: 23.1. Warrants that there is no reason why we should not be accepted as a sponsor and warrant and represent that we are competent to discharge the responsibility of a sponsor. 23.2. Agrees that SSX may accept or refuse our application for admission as a sponsor in its absolute discretion and agree that if admitted as a sponsor, SSX may terminate the admission as a sponsor as contemplated by the Listing Rules. 23.3. Consents to inclusion of information concerning us on a register of sponsors maintained by SSX in SSX's absolute discretion. 23.4. Agrees that the SSX Listing Rules and the SSX Business Rules and this application and Undertaking to SSX should be construed and interpreted having regard to their purpose and intent and not just their form. 23.5. Agrees to indemnify SSX to the fullest extent permitted by law from and against any claim, action, interest, costs and expenses arising from the negligence, wilful default or fraud on our part and in relation to this Undertaking to SSX. December 2015 Sponsor Application Form 23.6. Agrees and acknowledges that SSX may publicise as it, in its absolute discretion, sees fit any information about us which relates to or concerns any subject matter referred to in this application and Undertaking to SSX or us being a sponsor. 23.7. Agrees and undertakes to promptly provide all such information and documents as SSX may require for the purposes of the SSX Listing Rules or the SSX Business Rules and this application and Undertaking to SSX. 23.8. Agrees that SSX has a discretion as to whether or not to take any action for a breach of the SSX Listing Rules or the SSX Business Rules and this Undertaking to SSX and may vary or revoke, at any time any decision as to the exercise of that discretion of its own accord or upon request by us. 23.9. Agrees and undertakes to promptly advise SSX in writing if we resign from or are dismissed or expelled from any professional association of which we (or of which one of our directors or partners) is a member or to which we otherwise belong and to provide SSX with written detailed reasons for such resignation, dismissal or expulsion. 23.10. Agrees and undertakes that we will comply with and properly discharge all of our duties and obligations as a sponsor prescribed by the SSX Listing Rules and the SSX Business Rules that are in force from time to time 23.11. Agrees that, if we are admitted as a sponsor, we are bound by the SSX Listing Rules and SSX Business Rules and any decisions by SSX or a Review Panel under the SSX Listing Rules or the SSX Business Rules applicable to it. 23.12. Acknowledges and agrees that if SSX or a Review Panel considers that we have breached any obligation under the SSX Listing Rules or this Undertaking to SSX, then SSX or the Review Panel may censure the Applicant and take any enforcement proceedings in accordance with the SSX Listing Rules. We acknowledge and agree that SSX may publicly announce any enforcement proceedings taken against us in accordance with the SSX Listing Rules. 23.13. Agrees and undertakes to promptly advise SSX in writing if we are the subject of any form of investigation or disciplinary procedure or of any judicial or administrative hearing or action taken by or recommended by ASIC. . December 2015 Sponsor Application Form We declare that the information supplied is complete and correct. Signature _____________________________________ Date ________________________________ Name of signatory in block capitals ________________________________________________________ Position _____________________________________________________________________________ Signature _____________________________________ Date ________________________________ Name of signatory in block capitals ________________________________________________________ Position _____________________________________________________________________________ This undertaking must be signed by two directors of the applicant if the applicant is incorporated, or, in the case of a partnership, by two partners. December 2015