FORM 21-101F1 INFORMATION STATEMENT EXCHANGE OR QUOTATION AND TRADE REPORTING SYSTEM Filer: EXCHANGE QUOTATION AND TRADE REPORTING SYSTEM Type of Filing: INITIAL AMENDMENT 1. Full name: 2. Main street address (do not use a P.O. box): 3. Mailing address (if different): 4. Address of head office (if different from address in item 2): 5. Business telephone and facsimile number: (Telephone) (Facsimile) 6. Website address: 7. Contact employee: (Name and Title) (Telephone Number) (Facsimile) (E-mail address) 8. Counsel: (Firm Name) (Contact Name) (Telephone Number) (Facsimile) (E-mail address) 9. Date of financial year-end: 10. Legal status: Corporation Sole Proprietorship Partnership Other (specify): Except where the exchange or quotation and trade reporting system is a sole proprietorship, indicate the date and place where the exchange or quotation and trade reporting system obtained its legal status (e.g., place of incorporation, place where partnership agreement was filed or where exchange or quotation and
trade reporting system entity was formed): (a) Date (DD/MM/YYYY): __________ (b) Place of formation: (c) Statute under which exchange or quotation and trade reporting system was organized: 11. Market Regulation is being conducted by: the exchange the quotation and trade reporting system regulation services provider other than the filer (see exhibit O) THE FILER CONSENTS TO HAVING THE INFORMATION ON THIS FORM AND ATTACHED EXHIBITS PUBLICLY AVAILABLE. EXHIBITS File all Exhibits with the Filing. For each Exhibit, include the name of the exchange or quotation and trade reporting system, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect shall be furnished instead of such Exhibit. If the filer, recognized exchange or recognized quotation and trade reporting system files an amendment to the information provided in its Filing and the information relates to an Exhibit filed with the Filing or a subsequent amendment, the filer, recognized exchange or recognized quotation and trade reporting system, must, in order to comply with subsection 3.1(2), section 3.2, subsection 4.1(2) or 4.2 of National Instrument 21-101, provide a description of the change and file a complete and updated Exhibit. 1. CORPORATE GOVERNANCE Exhibit A A copy of the constating documents, including corporate by-laws and other similar documents, and all subsequent amendments. Exhibit B For each affiliated entity of the exchange or quotation and trade reporting system, and for any person or company with whom the exchange or quotation and trade reporting system has a contractual or other agreement relating to the operation of an electronic trading system (the "System") to be used to effect transactions on the exchange or quotation and trade reporting system, provide the following information: 1. Name and address of person or company. 2. Form of organization (e.g., association, corporation, partnership, etc.). 3. Location and statute citation under which organized. Date of incorporation in present form. 4. Brief description of nature and extent of affiliation or contractual or other agreement with exchange or quotation and trade reporting system. 5. Brief description of business or functions. Description should include responsibilities with respect to operation of the System and/or execution, reporting, clearance, or
settlement of transactions in connection with operation of the System. 6. If a person or company has ceased to be an affiliated entity of the exchange or quotation and trade reporting system during the previous year or ceased to have a contractual or other agreement relating to the operation of a System during the previous year, provide a brief statement of the reasons for termination of the relationship. Exhibit C A list of partners, directors, officers, governors, members of all standing committees, or persons performing similar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each: 1. Name. 2. Title. 3. Dates of commencement and expiry of present term of office or position and length of time position held. 4. Type of business in which each is primarily engaged (e.g., sales, trading, market making, etc.) and current employer. 5. Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4. 6. Whether the person is considered to be an independent director. Exhibit D For each affiliated entity of the exchange or quotation and trade reporting system, provide the following information: 1. A copy of the constating documents, including corporate by-laws and other similar documents. 2. A copy of existing by-laws or corresponding rules or instruments. 3. The name and title of the present officers, governors, members of all standing committees or persons performing similar functions. 4. For the latest financial year of the affiliated entity, unconsolidated financial statements, which may be unaudited. Such financial statements shall consist, at a minimum, of a balance sheet and an income statement prepared in accordance with, or if the affiliated entity is organized under the laws of a foreign jurisdiction, reconciled with Canadian GAAP. If the affiliated entity is required by securities legislation to file annual financial statements, a statement to that effect with a reference to the relevant securities legislation may be provided instead of the financial statements required here. Exhibit E This Exhibit is applicable only to exchange or quotation and trade reporting systems that have one or more owners, shareholders, or partners that are not also marketplace participants. If the exchange or quotation and trade reporting system is a corporation, please provide a list of each shareholder that directly owns five percent or more of a class of a voting security of the exchange or quotation and trade reporting system. If the exchange or quotation and trade reporting system is a partnership, please provide a list of all general partners and those limited partners that have the right to receive upon dissolution, or have contributed, five percent or more of the partnership's
capital. For each of the persons listed in this Exhibit, please provide the following: 1. Full legal name. 2. Title or status. 3. Date title or status was acquired. 4. Approximate ownership interest. 5. Whether the person has control (as interpreted in subsection 1.3(2) of National Instrument 21-101 Marketplace Operation). 2. RULES Exhibit F A copy of all by-laws, rules, policies and other similar instruments of the exchange or quotation and trade reporting system that are not included in Exhibit A. 3. SYSTEMS AND OPERATIONS Exhibit G Describe the manner of operation of the System. This description should include the following: 1. A detailed description of the market, including how orders will be entered and trades executed (e.g., call market, auction market, dealer market). If more than one method of order entry or trade execution is being used, please describe. 2. The means of access to the System. 3. Procedures governing entry and display of quotations and orders in the System. 4. Detailed description of the procedures governing the execution, reporting, clearance and settlement of transactions in connection with the System. 5. The hours of operation of the System, and the date on which the exchange or quotation and trade reporting system intends to commence operation of the System. 6. If the exchange or quotation and trade reporting system proposes to hold funds or securities on a regular basis, a description of the controls that will be implemented to ensure the safety of those funds or securities. 7. Description of training provided to users of the System and any materials provided to the users. 8. Description of current and future capacity estimates, contingency and business continuity plans and the procedures to review and test methodology of the system and to perform stress testing.
Exhibit H Provide a schedule for each of the following: 1. The securities listed on the exchange or quoted on the quotation and trade reporting system, indicating for each the name of the issuer and a description of the security and whether or not the issuer is suspended from trading. After the initial filing of this form, please provide a list of the changes to the securities listed on the exchange or quoted on the quotation and trade reporting system on a quarterly basis. 2. Other securities traded on the marketplace including, for each, the name of the issuer and a description of the security. 4. ACCESS Exhibit I 1 A complete set of all forms pertaining to: 1. Filing required for participation in the exchange or quotation and trade reporting system. 2. Any other similar materials. Exhibit J 2 A complete set of all forms, reports or questionnaires required of marketplace participants relating to financial responsibility or minimum capital requirements or other eligibility requirements for such marketplace participants. Provide a table of contents listing the forms included in this Exhibit and a narrative of the requirements. Exhibit K Describe the exchange's or quotation and trade reporting system's criteria for participation in the exchange or quotation and trade reporting system. Describe conditions under which marketplace participants may be subject to suspension or termination with regard to access to the exchange or quotation and trade reporting system. Describe any procedures that will be involved in the suspension or termination of a member. Exhibit L Provide an alphabetical list of all marketplace participants, including the following information: 1. Name. 2. Date of becoming a marketplace participant. 3. Principal business address and telephone number. 4. If a marketplace participant is an individual, the name of the entity with which such individual is associated and the relationship of such individual to the entity (e.g., partner, officer, director, employee, etc.). 5. Describe the type of trading activities primarily engaged in by the marketplace participant (e.g., agency trader, proprietary trader, registered trader, market maker). A person shall be "primarily engaged" in an activity or function for purposes of this item when that activity or function is the one in which that person is engaged for the majority of their time. When more than one type of person at an entity engages in any of the activities or functions enumerated in this item, identify each type (e.g., agency trades, 1 Exhibit I is to be provided only if not otherwise provided with Exhibit F. 2 Exhibit J is to be provided only if not otherwise provided with Exhibit F or Exhibit I.
registered trader and market maker) and state the number of marketplace participants in each. 6. The class of participation or other access. 5. LISTING CRITERIA Exhibit M 3 A complete set of documents comprising the exchange's or quotation and trade reporting system's listing or quotation filings, including any agreements required to be executed in connection with listing or quotation and a schedule of listing or quotation fees. If the exchange or quotation and trade reporting system does not list securities, provide a brief description of the criteria used to determine what securities may be traded on the exchange or quotation and trade reporting system. Provide a table of contents listing the forms included in this Exhibit and a narrative description of the listing requirements. 6. FEES Exhibit N A description of all fees to be paid by members to the exchange, including fees relating to connection to the system, access, data, regulation (if applicable) and how such fees are set. 7. FINANCIAL VIABILITY Exhibit O 4 For the latest financial year of the exchange or quotation and trade reporting system, audited financial statements of the exchange or quotation and trade reporting system and a report prepared by an independent auditor. 8. REGULATION Exhibit P A description of the regulation performed by the exchange or quotation and trade reporting system, including the structure of the department performing regulation, how the department is funded, policies and procedures in place to ensure confidentiality and policies and procedures relating to conducting an investigation. Exhibit Q If market regulation is conducted by a regulation services provider other than the filer, provide the contract between the filer and the regulation services provider. Exhibit R If more than one entity is performing regulation services for a type of security and if the filer is conducting market regulation for itself and its members, provide the contract between the filer and the regulation services provider providing for co-ordinated monitoring and enforcement under section 7.5 of National Instrument 23-101. 3 The forms described in Exhibit M are to be provided only if not otherwise provided with Exhibit F. 4 For a new exchange, future oriented financial information should be provided instead of the information specified in Exhibit O.
CERTIFICATE OF EXCHANGE OR QUOTATION AND TRADE REPORTING SYSTEM The undersigned certifies that the information given in this report is true and correct. DATED at __________this_____day of__________20__ (Name of exchange or quotation and trade reporting system) (Name of director, officer or partner - please type or print) (Signature of director, officer or partner) (Official capacity - please type or print)
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