PNGX Markets’s Objectives

The objectives of PNGX include:

• providing a fair and orderly market for financial securities;
• acting in the public interest where appropriate; and
• providing an internationally competitive market.

PNGX listing rules are a key element in meeting PNGX objectives. They deal with listing and + quotation, market information, trading and settlement, and general supervisory matters and have been adopted to meet the requirements of the Capital Markets Act 1997.

The principles on which the listing rules are based embrace the interests of listed entities, maintenance of investor protection and the need to protect the reputation of the market.

The principles are as follows.

• An issuer should satisfy appropriate minimum standards of quality, size, operations and management experience and expertise before its securities are quoted and admitted to the official list and disclose sufficient information about itself to allow an informed market in its +securities once they are quoted.
• Sufficient investor interest in an issuer’s securities should be demonstrated before it’s securities are quoted and admitted to the official list.
• Securities should be issued in circumstances, and have rights and obligations attaching to them, that are fair to new and existing security holders.
• Timely disclosure should be made of information which may have a material effect on the price or value of an issuer’s securities.
• An issuer must present a balanced and understandable assessment of the issuer’s position and prospects in all disclosures.
• Financial statements should be produced in accordance with acceptable accounting and auditing standards.
• An issuer should disclose information about its corporate governance practices and explain any departure from generally accepted standards of good corporate governance.
• The practices adopted in relation to meetings of security holders should allow security holders the opportunity to express their views openly to the board and management.
• Certain significant transactions should require security holder approval.
• Directors should act in the interests of all shareholders as a whole.

Application of The Listing Rules

PNGX has an absolute discretion concerning the admission of an entity to the official list (and its removal) and the quotation of its securities (and their suspension). PNGX also has discretion whether to require compliance with the listing rules in a particular case (ie, apart from waiving the rules). In exercising its discretion, PNGX takes into account the principles on which the listing rules are based.

PNGX may also waive compliance with a listing rule, or part of a rule, unless the rule in question says otherwise. The listing rules necessarily cast a wide net. However, PNGX does not want to inhibit legitimate commercial transactions that do not undermine the principles on which the listing rules are based.

If PNGX decides to grant a waiver, it may do so on conditions. The conditions must be complied with for the waiver to be effective. Waivers are published by PNGX periodically and are also advised to the Securities Commission.

The listing rules themselves are to be interpreted:

• in accordance with their spirit, intention and purpose;
• by looking beyond form to substance; and
• in a way that best promotes the principles on which they are based.

If an entity does not comply with the listing rules, its securities may be suspended from quotation or it may be removed from the official list.