IDSX Listing Rules

Article 1 — Purpose

These Rules set out the basic eligibility, financial criteria, ownership requirements, review standards, listing procedures and continuing obligations that apply to an applicant seeking to list securities on IDSX. IDSX aims to provide a public securities market for small and growing businesses with genuine operations, sustainable profitability, a clear ownership structure and sound governance. The IDSX listing framework is based on these principles:

• An issuer may be small, but must conduct genuine business activities;
• An applicant must demonstrate a verifiable record of consecutive profits;
• Financial information must be accurate, complete and independently audited;
• The ownership structure and ultimate beneficial owners must be clear;
• Listed securities must be genuine, lawful, valid and legally transferable;
• Issuers must comply with continuing disclosure obligations;
• Listed companies, their directors, senior officers and controlling shareholders must satisfy integrity and fitness requirements;
• Meeting minimum quantitative criteria does not confer an automatic right to list;
• IDSX may reject any application where necessary to protect market integrity, investors or orderly markets.

Article 2 — Lawful Incorporation and Continued Existence

An applicant must:

• Be lawfully incorporated under the laws of its place of incorporation;
• Be validly subsisting when it submits its listing application;
• Not be in liquidation, bankruptcy, deregistration, dissolution or a similar process;
• Have no material legal issue that may prevent it from lawfully continuing its business; and
• Have met the registration, annual filing and basic statutory obligations required in its place of incorporation.

IDSX will generally accept applications from overseas companies. An applicant need not be incorporated in New Zealand, but must satisfy the cross-border legal review requirements in these Rules.

Article 3 — Genuine Business Operations

An applicant must conduct genuine, continuing business operations with commercial substance. It must not exist solely to:

• Hold cash;
• Hold securities or other financial assets;
• Hold intellectual property without conducting actual commercial activity;
• Operate as a holding shell without substantive business;
• Be temporarily established for the purpose of applying for listing; or
• Artificially generate revenue or profit through related-party transactions.

IDSX may require evidence of actual business operations, including:

• Customer contracts;
• Sales records;
• Bank receipts;
• Tax records;
• Supplier contracts;
• Employee records;
• Office or production premises;
• Technology systems;
• Intellectual property;
• Licences; and
• Other material that demonstrates genuine operations.

Article 4 — Minimum Operating History

An applicant must have at least two complete financial years of actual operating history. A business with less than two complete financial years will generally not be eligible to apply for a IDSX listing.

Article 5 — Consecutive Profit Requirement

An applicant must have been profitable in each of its two most recent complete financial years. In each year:

Net Profit After Tax (NPAT) > 0

Profit accumulated across the two years cannot replace the requirement to be profitable in each year. For example, an applicant that earns US$100,000 in its first financial year and incurs a loss of US$20,000 in the second does not satisfy this requirement, even though its combined profit is US$80,000.

Article 6 — Basis for Assessing Profit

Consecutive profitability must be based on net profit after tax in independently audited financial statements. None of the following, on its own, is sufficient to meet the profitability requirement:

• EBITDA;
• Adjusted EBITDA;
• Gross profit;
• Operating profit;
• Unrealised investment gains;
• Asset revaluation gains;
• Profit adjusted by a founder or management; or
• Unaudited internal management accounts.

Article 7 — Non-recurring Profit

If an issuer's profit is mainly derived from any of the following, IDSX may require it to demonstrate that its principal business has genuine and reasonable profitability:

• Disposal of assets;
• Investment income;
• Asset revaluation;
• Debt forgiveness;
• One-off government subsidies;
• One-off compensation;
• Related-party transactions; or
• Other non-recurring gains.

IDSX may reject an application if it considers that the applicant is accounting-profit-making while its core business continues to incur material losses.

Article 8 — Revenue

IDSX does not prescribe a uniform minimum revenue. Revenue must, however, be genuine, verifiable and related to the company's actual business, and must not mainly arise from fictitious or unusual related-party transactions.

Article 9 — Minimum Listing Market Capitalisation

At the time it is formally admitted to listing, an applicant must have an Admission Market Capitalisation of at least US$1,000,000.

Article 10 — Calculation of Listing Market Capitalisation

Listing Market Capitalisation is calculated as:

Listing Market Capitalisation = Listing Price × total shares issued after completion of the listing

For example, 10,000,000 shares at a listing price of US$0.10 produce a Listing Market Capitalisation of US$1,000,000 and meet the minimum requirement. Market Capitalisation is calculated using the value of all issued share capital, not only the public float.

Article 11 — Listing Price

An issuer may propose a Proposed Admission Price, but the final listing price must have a reasonable basis. IDSX may consider:

• The price of the most recent financing;
• The price of the most recent actual equity transaction;
• Net assets;
• Revenue;
• Net profit after tax;
• Cash flow;
• Valuations of companies in the same industry;
• Comparable transactions;
• Independent valuations;
• IPO subscription levels;
• The stage of the company's business development;
• Intellectual property;
• Customer profile;
• Debt levels; and
• Other relevant factors.

Article 12 — Prevention of Inflated Valuations

If IDSX considers that an issuer has artificially inflated its share price to meet the minimum Listing Market Capitalisation, IDSX may require repricing, an independent valuation or additional financial and business information; delay the listing; or reject the application. Meeting the formal US$1,000,000 market capitalisation threshold does not in itself satisfy the listing requirements.

Article 13 — Financial Reports

An applicant must submit complete financial statements for its two most recent complete financial years, including at least:

• A statement of financial position;
• A statement of profit or loss;
• A statement of cash flows;
• A statement of changes in equity; and
• Notes to the financial statements.

Article 14 — Audit Requirements

The financial statements for each of the two most recent complete financial years must be independently audited. An audit report should not contain an adverse opinion, disclaimer of opinion or material qualification that could seriously affect investors' assessment. Where a material qualification exists, IDSX may require further explanation, a special audit, a re-audit, an independent accountant's report or a change of auditor.

Article 15 — Auditor Qualifications

An auditor must be lawfully qualified to practise in its jurisdiction, independent of the issuer, free of material conflicts with the issuer, its controlling shareholders and directors, use accounting and auditing standards acceptable to IDSX, and have the expertise required for the applicant's business and scale. IDSX does not require an issuer to use a Big Four accounting firm.

Article 16 — Continued Operations

An applicant must have a reasonable ability to continue operating. At listing, it should generally demonstrate reasonable sources of operating funds for at least the following 12 months. Sources may include existing cash, ordinary-course operating cash flow, confirmed financing, committed credit facilities and other sufficiently certain funding.

Article 17 — Working Capital Statement

An applicant must submit a working capital statement covering the next 12 months, including at least its current cash balance, forecast revenue, forecast operating costs, employee costs, debt repayments, capital expenditure, expenditure under material signed contracts, committed investment, confirmed financing and material contingent liabilities. The board is responsible for the accuracy of the statement.

Article 18 — Clear Ownership

An applicant's ownership structure must be genuine, complete, clear and capable of verification through to the underlying owners. The applicant must provide a complete register of shareholders.

Article 19 — Capital Information to be Disclosed

An applicant must disclose:

• The number of shares issued;
• Each class of shares and the rights of each class;
• The holdings of founders, controlling shareholders, directors and senior officers;
• Employee share plans;
• Share options and Warrants;
• Convertible bonds and convertible preference shares;
• SAFEs and other future equity instruments;
• Pledged shares; and
• Other arrangements that may dilute shareholdings.

Article 20 — Fully Diluted Capitalisation

An applicant must submit a Fully Diluted Capitalisation Table that clearly states its current total capital, potential new shares, total shares on a fully diluted basis, and the fully diluted ownership percentages of controlling shareholders and public shareholders.

Article 21 — Shares Must be Lawful and Valid

Shares proposed for listing must be lawfully issued, have received all necessary approvals, carry clearly defined rights, have clear ownership, be legally transferable and be free from material ownership disputes.

Article 22 — Disclosure of Shareholder Rights

An issuer must clearly disclose the voting, dividend, liquidation, pre-emptive and general meeting rights attached to listed shares, together with transfer restrictions, special voting rights and any other material rights. A dual-class share structure must be specifically disclosed.

Article 23 — Minimum Public Float

At listing, the Public Float must be at least 10% of the shares issued.

Article 24 — Definition of Public Shareholder

The following will generally not count toward the Public Float:

• Controlling shareholders;
• Persons with ultimate control;
• Founders;
• Directors or senior officers;
• Entities controlled by any of those persons;
• Persons with a material relationship with any of those persons;
• Affiliates of the issuer; or
• Any other person IDSX considers not to be a genuine member of the public.

Article 25 — Minimum Free Float Market Value

At listing, the Free Float Market Value must be at least US$100,000, calculated as the listing price multiplied by the number of shares in the Public Float.

Article 26 — Minimum Number of Public Shareholders

At listing, an issuer must have at least 20 public shareholders, who should generally be independent of one another. IDSX may investigate nominee holdings, nominal shareholders, related accounts, common control, temporary holdings or artificial splitting of ownership intended to meet the 20-shareholder requirement.

Article 27 — Disclosure of UBOs

An applicant must fully disclose each Ultimate Beneficial Owner (UBO). IDSX must be able to trace ownership through to the ultimate natural person or ultimate controlling entity.

Article 28 — Prohibition on Concealed Control

Actual control must not be concealed through multi-tier offshore companies, nominee shareholders, trusts, contractual control, acting-in-concert arrangements, family members, special voting rights or similar structures.

Article 29 — Substantial Shareholders

As a general rule, a person holding or controlling 5% or more of an interest or voting rights must be fully disclosed and identified as a substantial shareholder. IDSX may request further information about a shareholder below 5% where it considers this necessary.

Article 30 — Fit and Proper Review

IDSX will conduct a fit and proper review of directors, the CEO, CFO and other key senior officers, controlling shareholders and persons with ultimate control.

Article 31 — Scope of Review

The review may include identity verification, employment history, company management experience, bankruptcy history, fraud, financial crime, securities law breaches, market manipulation, insider trading, money laundering, material regulatory sanctions, international sanctions, material litigation, politically exposed person screening and other material integrity concerns.

Article 32 — Persons who are Not Fit and Proper

If a key person has a serious integrity or fitness issue, IDSX may reject the listing, require the person's resignation, require changes to management or governance, or impose additional listing conditions.

Article 33 — Listing of Overseas Companies

IDSX will generally accept applications from eligible companies incorporated under the laws of any country or region. An overseas issuer is not required to reincorporate in New Zealand.

Article 34 — Overseas Legal Opinion

An overseas issuer must provide a Legal Opinion from a suitably qualified lawyer in its place of incorporation. The opinion must confirm at least that the company is lawfully incorporated and subsisting; has capacity to issue shares; its issued shares are validly issued, carry valid rights and are legally transferable; the listing does not breach its constitution or local company law; its register of shareholders is valid; board and shareholder approvals are valid; and no material legal impediment prevents the shares from being listed and traded.

Article 35 — Securities in the First Phase

In its first phase, IDSX will generally accept ordinary shares and other genuine equity securities separately approved by IDSX.

Article 36 — Additional Security Classes

As the market develops, IDSX may permit preference shares, convertible securities, corporate bonds, Warrants, fund units and other securities that comply with applicable legal requirements.

Article 37 — Must Represent Genuine Legal Rights

Shares listed on IDSX must represent genuine equity in an existing company. Products that do not represent actual company rights must not be presented as ordinary shares, including CFDs, Synthetic Equity, tokens without asset backing, price-tracking instruments alone and other derivatives without genuine company rights.

Article 38 — Digitised Shares

Where listed shares are represented as digital securities, digital register entries or Share Tokens, each digital unit must correspond to a clearly defined legal right. As a general rule:

1 Share Token = 1 Legal Share

Article 39 — No Over-issuance

The number of digital shares in the system must not exceed the number of shares that lawfully exist and are approved for admission to the trading system. No technical method may create additional securities without corresponding legal shares.

Article 40 — Share–Token Reconciliation

IDSX or its designated registrar must conduct ongoing Share–Token Reconciliation, covering legal shares, shares issued, shares listed, shares held in custody, digital securities, frozen and cancelled shares, and changes resulting from corporate actions. If a discrepancy is found, IDSX may immediately suspend trading, deposits or transfers, suspend further issuance and commence an investigation.

Article 41 — Direct Listing

An issuer may apply to have existing shares admitted to trading on IDSX by Direct Listing. A Direct Listing does not require a new share issue or fundraising, but all basic listing requirements must be met.

Article 42 — IPO / Primary Listing

An issuer may list for the first time by issuing new shares. In addition to these Rules, an issuer raising funds through an IPO must comply with the laws on securities offers and investor solicitation in every applicable jurisdiction. IDSX approval to list a security does not itself approve the issuer's public offer.

Article 43 — Secondary Listing

An issuer already listed on another recognised securities market may apply for a Secondary Listing. IDSX may establish a streamlined review process for eligible secondary listings.

Article 44 — Core Application Materials

An applicant must submit at least a listing application; certificate of incorporation; constitution; audited reports for its two most recent financial years; register of shareholders; UBO information; director, senior officer and substantial shareholder information; a Capitalisation Table and Fully Diluted Capitalisation Table; details of the securities and proposed listing price; valuation support; information about major customers and contracts; details of material litigation, debt and related-party transactions; a working capital statement; risk factors; an overseas legal opinion where applicable; and any other documents required by IDSX.

Article 45 — IDSX Listing Committee

All formal listing approvals must be made by the IDSX Listing Committee. Business teams, sales staff and relationship managers must not decide alone whether a security may be listed.

Article 46 — Responsibilities of the Listing Committee

The Committee may review eligibility; require further information; assess financial accuracy, profitability and valuation; review ownership, UBOs, management and Public Float; approve, conditionally approve, delay or reject a listing; suspend trading in listed securities; approve resumption of trading; and commence delisting proceedings.

Article 47 — Listing Decisions

A formal listing decision should generally be considered by at least three voting members of the Listing Committee. A member with a direct or indirect conflict of interest must recuse themselves.

Article 48 — IDSX Discretion

No applicant has an automatic right to list, even if it meets every quantitative threshold. IDSX may reject an application based on issuer quality, market integrity, investor protection or any other reasonable factor, even if the applicant has a market capitalisation of at least US$1,000,000, two consecutive profitable years, two audited years, a Public Float of at least 10%, a Free Float Market Value of at least US$100,000 and at least 20 public shareholders.

Article 49 — Circumstances in which an Application may be Rejected

IDSX may reject an application, including where there is material doubt about the genuineness of the business or financial information; opaque control; disputed ownership; doubt about the lawfulness of shares; unreasonable valuation; material integrity concerns about management; undisclosed material related-party transactions; material unlawful conduct; serious governance deficiencies; a business that may harm market integrity; an obvious risk of market manipulation; unresolved material legal risk; or any other circumstance making the applicant unsuitable for a public securities market.

Article 50 — Continuing Disclosure Obligations

A listed issuer must promptly disclose information that may materially affect the price of its securities, an investor's investment decision or the issuer's operations.

Article 51 — Material Events

Material events include annual or half-year results; profit warnings; dividends; new issues or buybacks; share splits or consolidations; mergers and acquisitions; material investments or asset disposals; material contracts or loss of a major customer; changes to the CEO, CFO, directors, control or substantial shareholders; material litigation or regulatory investigations; material licence changes; debt default; material business interruption; data breaches; insolvency or liquidation risk; and other material information.

Article 52 — Annual Financial Reports

Each listed issuer must submit an independently audited annual financial report every year.

Article 53 — Periodic Reports

Under subsequent continuing disclosure rules, IDSX may require listed issuers to provide half-year reports, quarterly operating data, key business metrics, industry-specific disclosures and other periodic information.

Article 54 — Continuing Public Float Obligation

After listing, an issuer should generally maintain a Public Float of at least 10%. If the Public Float falls below the required level, IDSX may require the issuer to submit a remediation plan, introduce new public investors, arrange sales by substantial shareholders, issue additional shares, appoint a Market Maker or restore the Public Float within a specified period.

Article 55 — Market Makers

IDSX does not require every listed security to have a Market Maker. Having regard to the Public Float, number of shareholders, trading volume, market depth, Bid-Ask Spread and liquidity of a security, IDSX may require an issuer or market participant to appoint a IDSX-approved Market Maker or Liquidity Provider.

Article 56 — Prohibition on Market Manipulation

A Market Maker, Liquidity Provider, issuer, substantial shareholder or market participant must not use a liquidity arrangement to artificially raise or depress prices, create false trading volume or market depth, engage in wash trading or mislead other investors.

Article 57 — Power to Suspend Trading

IDSX may suspend trading in a security where material information has not been made public; a financial report is overdue; an audit report raises material concerns; the accuracy of issuer information is in doubt; there is a material ownership dispute; the issuer is suspected of serious unlawful conduct, insider trading or market manipulation; a material cyber or technology incident occurs; the issuer cannot operate normally; or suspension is necessary to protect investors or maintain fair and orderly markets.

Article 58 — Circumstances for Delisting

IDSX may commence delisting proceedings where a company is bankrupt or in liquidation; ceases operating for an extended period; remains suspended for an extended period; seriously breaches these Rules; submits false material or makes materially misleading disclosures; cannot complete an audit for an extended period; its shares cease to be lawful or valid; its UBO cannot be identified; it seriously fails to meet continuing disclosure requirements; its Public Float remains materially deficient; it applies to delist; or continued listing would otherwise seriously harm market integrity.