U.S. Stock Exchanges listing requirements 

	NYSE (1)	NASDAQ National Market (1)
		Standard 1 (Marketplace Rule 4420(a))	Standard 2 (Marketplace Rule 4420(b))	Standard 3 (Marketplace Rule 4420(c))
Minimum number of investors	5,000 each holding 100 or more shares	400 each holding 100 or more shares	400 each holding 100 or more shares	400 each holding 100 or more shares
Minimum public shares	2.5 million world-wide (12)	1.1 million (2)	1.1 million (2)	1.1 million (2)
Total market value of public shares	US$100 million world-wide	US$8 million	US$18 million	US$20 million
Minimum bid price (3)	N/A	US$5	US$5	US$5 (8)
Market Maker (4)	N/A	3	3	4
Operating history	N/A	N/A	2 years	N/A
Balance sheet	N/A	US$15 million in shareholders' equity	US$30 million in shareholders' equity	US$75 million of total assets and total revenue respectively or market capitalisation (7,8)
Pre-tax operating income	US$100 million cumulative pre-tax income for the last three fiscal years (5,6)	US$1 million (in latest fiscal year or 2 of the last 3 fiscal years)	N/A	N/A
Corporate governance (9)	Yes	Yes	Yes	Yes

	NASDAQ Small Cap Market (1)
Minimum number of investors	300 each holding 100 or more shares
Minimum public shares	1 million (2)
Total market value of public shares	US$5 million
Minimum bid price (3)	US$4 (8)
Market Maker (4)	3
Operating history	1 year or, market capitalisation of at least US$50 million (8,11)
Balance sheet	US$5 million shareholders' equity or US$50 million market value of listed securities (8), or US$750,000 net income from continuing operations (in last fiscal year or 2 of the last 3 fiscal years) (10)
Pre-tax operating income	See balance sheet criteria above
Corporate governance(9)	Yes

Note: The criteria above are for initial listings of common stock by non-US companies.  Requirements vary for other securities.

1. Source: Listing Requirements and Fees, the NASDAQ Stock Market, as of 1/2006 and Listed Company Manual as of June 16, 2005.
2. Publicly held shares is defined as total shares outstanding less any shares held by officers, directors, or beneficial owners of 10% or more.
3. The minimum bid price requirement is designed to safeguard against certain market activity associated with low-priced securities.
4. An Electronic Communications Network ("ECN") is not considered a market maker for the purpose of these rules.
5. With no less than US$25 million in each of the 2 preceding fiscal years.
6. Alternatively, non-US companies must meet the 'valuation with cash flow test' or 'pure valuation test' for valuation/revenue criteria:
1. Valuation with cash flow test - market capitalisation** of (**world-wide) not less than US$500 million and revenues (during the most recent 12 months) of US$100 million, aggregate of operating cash flows of US$100 million for last 3 years together with minimum of US$25 million in each of the 2 preceding years; or
2. Pure valuation test - market capitalisation of US$750 million** (**world-wide) and revenue of US$75 million for the most recent fiscal year.
7. For initial listing under Standard 3, a company must satisfy one of the following: the market value of listed securities requirement or the total asset and the total revenue requirement.  Under Marketplace Rule 4200(a)(20), listed securities is defined as "securities quoted on NASDAQ or listed on a national securities exchange".
8. Seasoned companies (those companies already listed or quoted on another market place) qualifying only under the market value of listed securities requirement of Standard 3 must meet the market value of listed securities and the bid price requirement of 90 consecutive trading days prior to applying for listing.
9. Non-US companies going public on a U.S. Stock Exchange are required to comply with the requirements of the Sarbanes-Oxley Act (the "Act") of 2002 in their first fiscal year ending on or after July 15, 2007.  The Act has brought about significant changes in corporate governance, accounting, and the overall financial markets.  The Act has also brought about fundamental changes in how audit committees, management, and auditors carry out their respective responsibilities and interact with each other.
10. For initial listing, a non-US company must satisfy one of the following to be in compliance: the stockholders' equity requirement, the market value of listed securities requirement or the net income requirement.  Under Marketplace Rule 4420(a)(20), listed securities is defined as "securities quoted in NASDAQ or listed on a national securities exchange".
11. The operating history / market value of listed securities requirement is not applicable to non-Canadian foreign securities.
12. Shares held by directors, officers, or immediate families and other concentrated holdings of 10 percent or more are excluded in calculating the number of publicly held shares.