Procedures for Depository Securities

I. GENERAL PROVISIONS

Art. 1 Substance

This Directive outlines the procedures for the listing of certain Depository Securities. It specifies the requirements for planning and executing a listing, including supporting documents and deadlines.

Art. 2 Scope of Applicability

This Directive applies to all Depository Securities except for FDIs and MERJ Depository Shares issued over certain international securities and recognized mutual funds.

See also:

- Directive Admission of Certain International Securities and Recognized Mutual Funds

II. LISTING OBLIGATIONS

Art. 3 Requirements for Sponsored Depository Securities

All procedures and initial disclosures prescribed in the Listing Rules apply to the underlying issuer and its securities except as otherwise modified in this Section II.

See also:

- Directive Procedures Equity Securities

- Directive Procedures Debt Securities

- Directive Foreign Companies

Art. 4 Requirements for Unsponsored Global Depository Receipts

Applications to list Unsponsored Global Depository Receipts are limited to those issued over securities listed on another exchange in a recognized jurisdiction where the issuer's periodic reporting has complied with the financial reporting requirements laid down in these Listing Rules for the last three years.

Art. 5 Annexes to Applications

1. Formal Applications The following annexes must be submitted with the application for transactions requiring a formal application:

   1. Listing Particulars or an equivalent document containing information specified in the Listing Particulars Scheme – Depository Securities, unless exempted under the Listing Rules.

   2. Duly signed issuer declaration by the issuer of the underlying securities pursuant to LR40;

   3. Extract from the Commercial Register or equivalent confirming the authorized and issued outstanding capital of the underlying securities;

   4. The documents required in Appendix A and B of the MERJ Group AML-CFT Policy Manual for the issuer and Depository (unless already on file);

   5. Proof of holding rights (e.g., legal text for foreign book-entry or digital asset securities);

   6. Official Notice pursuant to LR32;

   7. Recognized Representative Declaration;

   8. Copy of the deposit agreement; and

   9. For new issuers, a Certificate of Good Standing or comparable document demonstrating the issuer's legal existence.

2. Unsponsored Depository Securities over Underlying Securities The following annexes must be submitted with the application for Unsponsored Depository Securities with underlying securities:

   1. Listing Particulars or an equivalent document containing information specified in the Listing Particulars Scheme – Depository Securities;

   2. Duly signed issuer declaration from the Depository pursuant to LR40;

   3. Proof of holding rights (e.g., legal text for foreign book-entry or digital asset securities);

   4. Official Notice pursuant to LR32;

   5. Recognized Representative Declaration; and

   6. Copy of the depository agreement.

3. Depository Securities over other Underlying Instruments

   1. Listing Particulars or an equivalent document containing information specified in the Listing Particulars Scheme – Depository Securities;

   2. Duly signed issuer declaration from the Depository pursuant to LR40;

   3. Recognized Representative Declaration; and

   4. Copy of the depository agreement or custody agreement.

4. Documents must be submitted by email to [email protected] with secure digital signatures (e.g. Docusign) where required.

III. FINAL PROVISIONS

Art. 6 Entry Into Force

This Directive shall enter into force on 1 January 2025.