Governance Listing Standards

This text reflects all of the changes made to the CHX’s governance-related listing standards in the filing SR-CHX-2003-19 – including the provisions approved by the SEC on December 1, 2003 (No. 34-48860 (December 1, 2003), 68 FR 68436 (December 8, 2003) and the provisions approved on June 24, 2004 (No. 34-49911 (June 24, 2004)).

Chicago Stock Exchange Rules

ARTICLE 22

Listed Securities

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Maintenance Standards Applicable to All Tier I Issues

RULE 17A. The Exchange reserves the right to delist the securities of any corporation, subject to Securities and Exchange Commission Rules, which engages in practices not in the public interest or whose assets have been depleted to the extent that the company can no longer operate as a going concern or whose securities have become so closely held that it is no longer feasible to maintain a reasonable market in the issue. Furthermore, the Exchange reserves the right to delist the securities of any corporation which has drastically changed its corporate structure and/or its type of operation. The Exchange may also make an appraisal of, and determine on an individual basis, the suitability for continued listing of an issue in the light of all pertinent facts whenever it deems such action appropriate, even though a security meets enumerated criteria (including, but not limited to, continued listing on the NYSE, Amex or Nasdaq National Market). Many factors may be considered in this connection, including, but not limited to, abnormally low selling price or volume of trading, or failure to comply with required corporate governance standards.

• • • Interpretations and Policies

If the Exchange identifies a Tier I issue as being below the Exchange’s maintenance listing requirements, the Exchange will notify the issuer by letter of its determination and the reasons for that determination. In this letter, the Exchange will provide the issuer with an opportunity to provide the Exchange with a plan (the “Plan”) to cure the deficiency. Within 10 business days of the receipt of the Exchange’s letter, the issuer must contact the Exchange to confirm its receipt of the letter and to report to the Exchange whether or not the issuer intends to present a Plan. If the issuer notifies the Exchange that it does not intend to present a Plan, the Exchange will commence proceedings to suspend and/or delist the issue.

The issuer must present any Plan within 45 days after its receipt of the Exchange’s letter. The Plan must describe definitive action that the issuer has taken, or is taking, that would bring it into conformity with the Exchange’s maintenance listing requirements within 18 months of receipt of the letter, or within any shorter time period required by the Exchange. (The Exchange will not approve any Plan, under which an issuer is curing a deficiency under SEC Rule 10A-3, which extends beyond the earlier of 12 months or the first annual shareholders’ meeting (for circumstances beyond the reasonable control of an issuer) and 6 months (for other circumstances)). The Plan also must set quarterly milestones against which the Exchange will evaluate its progress. Exchange staff will evaluate the Plan and determine whether the issuer has made a reasonable demonstration in the Plan of an ability to come into compliance with the Exchange’s maintenance listing requirements. The Exchange will notify the issuer of its determination within 45 days after receipt of the Plan. If the Exchange does not accept the Plan, it will commence proceedings to suspend and/or delist the issue.

If the Exchange accepts the Plan, the Exchange will review the issuer on a quarterly basis to determine the issuer’s progress under the Plan. If the issuer fails to meet a material provision of the Plan or one or more of its quarterly milestones, the Exchange will review the facts and circumstances and determine whether to initiate proceedings to suspend and/or delist the issue; provided however, that if an issuer fails to meet a material provision of the Plan that relates to compliance with its obligations under SEC Rule 10A-3, the Exchange will immediately commence proceedings to suspend and/or delist the issue. If, for circumstances that do not involve compliance with SEC Rule 10A-3, the Exchange determines that continued listing is warranted, the Exchange will continue to review the issuer’s progress under the Plan on at least a quarterly basis. If the issuer achieves compliance with the Exchange’s maintenance listing requirements before the Plan expires under its terms, the Exchange may choose to consider the Plan ended as of that earlier date.

If an issuer, within one year after the termination of a Plan, is again determined to have failed to meet the Exchange’s maintenance listing requirements, the Exchange will review the facts and circumstances (including whether the issuer has fallen into non-compliance with the same standards at issue in its earlier Plan) and will take appropriate action, which could include, but its not limited to, shortening the time periods associated with the submission of any new Plan or immediately commencing proceedings to suspend and/or delist the issue.

These procedures do not prevent the Exchange from suspending trading in an issue immediately, whenever it finds that it is necessary to do so for the protection of investors.

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Tier I Corporate Governance and Disclosure Standards

Corporate Governance

RULE 19. The following Rule 19 applies to Tier I issuers:

(a) Board of Directors.

(1) Composition. Each issuer shall maintain a board of directors consisting of a majority of independent directors; however, each small business issuer shall be required only to maintain a board of directors consisting of at least 50% independent directors. The issuer must disclose in its annual proxy (or, if the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC) those directors that the board of directors has determined to be independent.

(2) Executive sessions. Independent directors must have regularly scheduled meetings at which only independent directors are present.

(3) Exceptions.

(A) A controlled company is exempt from the requirements of paragraph (a)(1).

(B) If an issuer fails to comply with the requirements of this paragraph (a) due to one vacancy, or one director ceases to be independent due to circumstances outside the person’s reasonable control, the issuer shall regain compliance with the requirement by the earlier of the next annual shareholders’ meeting or one year from the occurrence of the event that caused the issuer to fail to comply with this requirement. The issuer must promptly notify the Exchange if this circumstance occurs.

(b) Audit Committee.

(1) Audit Committee Composition. Each issuer shall establish and maintain an audit committee, of at least three persons, that meets the following standards:

(A) Each member of the audit committee (i) must be an independent director as defined in subparagraph (p) below; (ii) must meet the criteria for independence set forth in SEC Rule 10A-3 (subject to the exemptions provided in that Rule); (iii) must not have participated, at any time in the past three years, in the preparation of the financial statements of the issuer or any current subsidiary of the issuer; and (iv) must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

(B) At least one member of the audit committee must have accounting or related financial management expertise, as the issuer’s board of directors interprets that qualification in its business judgment. A director who qualifies as a financial expert under Item 401(h) of Regulation S-K or Item 401(e) of Regulation S-B (or any successor provisions to those items) is presumed to have accounting or related financial management expertise.

(C) Exceptions.

      (i) One director who is not independent as required by section (b)(1)(A)(i) above, but who meets the criteria set forth in SEC Rule 10A-3 and who is not a current officer or employee (or an immediate family member of a current officer or employee) may be appointed to the audit committee, if the issuer’s board under exceptional and limited circumstances, determines that membership on the committee by the individual is required by the best interests of the corporation and its shareholders, and the board discloses, in the proxy statement for the next annual meeting subsequent to such determination (or, if the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC), the nature of the relationship and the reasons for that determination. A member appointed under this exception may not serve on the audit committee for more than two years under this exception (unless he or she ultimately satisfies the definition of an independent director) and may not chair the audit committee.

     (ii) If a member of an audit committee ceases to meet the independence criteria set forth in SEC Rule 10A-3 for reasons outside the person’s reasonable control, that person may remain a member of the committee until the earlier of the next annual shareholders’ meeting or one year from meet the independence criteria. The issuer must promptly notify the Exchange if this circumstance occurs.

    (iii) A small business issuer is only required to maintain an audit committee of at least two (not three) independent directors, but is otherwise required to comply with the provisions of this paragraph (b)(1).

(2) Audit Committee Responsibilities and Authority. The audit committee must have, at a minimum, the responsibilities and authority set forth in SEC Rule 10A-3. Audit committees for investment companies must also establish procedures for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment company, as well as employees of the investment company.

(3) Audit Committee Charter. Each issuer must certify that it has adopted a formal written audit committee charter and that the audit committee has reviewed and reassessed the adequacy of the formal written charter on an annual basis. The charter must specify:

(A) the committee’s purpose – which, at a minimum, must be to:

     (i) assist board oversight of (a) the integrity of the company’s financial statements, (b) the company’s compliance with legal and regulatory requirements, (c) the independent auditor’s qualifications and independence, and (d) the performance of the company’s internal auditors and independent auditors; and

     (ii) prepare the required report to be included in the company’s annual proxy statement or, if the company does not file a proxy statement, in the company’s annual report; and

(B) the duties and responsibilities of the audit committee, which must, at a minimum, include the duties set out in paragraph (b)(2) above.

(1) General Rule. The nomination of the issuer’s directors shall be determined, or recommended for the board’s determination, either by (A) a majority of the independent directors; or (B) a nominating committee comprised solely of independent directors.

(2) Each issuer must adopt a formal written charter or board resolution, as applicable, addressing the nominations process and any related matters as may be required under the federal securities laws.

(3) Exceptions.

(A) If the nominating committee is comprised of at least three persons, one director, who is not independent, but who is not a current officer or employee (or an immediate family member of a current officer or employee), may be appointed to the nominating committee if the issuer’s board, under exceptional and limited circumstances, determines that such individual’s membership on the committee is required by the best interests of the company and its shareholders, and the board discloses, in the proxy statement for the next annual meeting subsequent to such determination (or, if the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC), the nature of the relationship and the reasons for the determination. A member appointed under this exception may not serve longer than two years (unless he or she ultimately satisfies the definition of an independent director).

(B) A controlled company is exempt from the requirements of this paragraph (c).

(C) If a company is legally required by contract or otherwise to provide third parties with the ability to nominate directors (for example, preferred stock rights to elect directors upon a dividend default, shareholder agreements and management agreements), the selection and nomination of those directors need not be subject to the nominating committee process.

(d) Compensation Committee.

(1) Compensation of the issuer’s chief executive officer shall be determined, or recommended to the board for determination, either by (A) a majority of the independent directors or (B) a compensation committee comprised solely of independent directors. The chief executive officer may not be present during voting or deliberations.

(2) Compensation of all other officers, as that term is defined in Section 16 of the Act, shall be determined, or recommended to the board for determination, either by (A) a majority of the issuer’s independent directors or (B) a compensation committee comprised solely of independent directors. The chief executive officer may be present during deliberations regarding compensation of other officers, but may not vote.

(3) Exceptions.

(A) If the compensation committee is comprised of at least three persons, one director who is not independent and is not a current officer or employee (or an immediate family member of a current officer of employee), may be appointed to the compensation committee if the issuer’s board, under exceptional and limited circumstances, determines that such individual’s membership on the committee is required by the best interests of the company and its shareholders, and the board discloses, in the proxy statement for the next annual meeting subsequent to such determination (or, if the issuer does not file a proxy, in its Form 10-K or 20-F), the nature of the relationship and the reasons for the determination. A member appointed under this exception may not serve longer than two years (unless he or she ultimately satisfies the definition of an independent director).

(B) A controlled company is exempt from the requirements of this paragraph (d).

(e) Code of Business Conduct and Ethics. Each issuer shall adopt a code of conduct and ethics applicable to all directors, officers and employees that (1) complies with the definitions of a “code of ethics” set out in Section 406(c) of the Sarbanes-Oxley Act and the rules thereunder (17 C.F.R. 228.406 and 17 C.F.R 229.406); and (2) provides for an enforcement mechanism that is designed to ensure prompt and consistent enforcement of the code, protections for persons reporting questionable behavior, clear standards for compliance and a fair process by which to determine violations. Issuers may satisfy this requirement by adopting one or more separate codes of conduct and ethics, so long as all directors, officers and employees are subject to a code that complies with this section. Waivers of the code’s provisions for directors and executive officers must be approved by the issuer’s board of directors and disclosed to shareholders in a Form 8-K within five business days. Foreign private issuers must disclose these waivers in a Form 6-K or in the next Form 20-F. The issuer must make its code of business conduct and ethics publicly available.

(f) Governance-Related Certifications.

(1) Annual Certification. Each issuer’s chief executive officer annually must certify to the Exchange that he or she is not aware of any violation by the issuer of the standards set out in applicable paragraphs (a) through (e) of this rule.

(2) Interim Certifications. Each issuer’s chief executive officer must promptly notify the Exchange after any executive officer of the issuer becomes aware of any material non-compliance by the issuer with applicable standards set out in paragraphs (a) through (e) of this rule.

(g) No change to text.

(h) No change to text.

(i) No change to text.

(j) No change to text.

(k) No change to text.

(l) No change to text.

(m) No change to text.

(n) No change to text.

(o) Each issuer shall conduct an appropriate review of all related party transactions on an ongoing basis and review potential conflict of interest situations where appropriate. Issuers shall use the company’s audit committee or another independent body of the board of directors for this review.

(p) Definitions. For purposes of this Article XXVIII, unless the context requires otherwise:

(1) “Controlled company” means a company of which more than 50% of the voting power is held by an individual, a group or another company.

(2) “Immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and any person who has the same residence.

(3) “Independent director” means a person other than an officer or employee of the issuer or its subsidiaries or any other individual having a relationship, which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has the responsibility to make an affirmative determination that no such relationship exists. The following persons shall not be considered independent:

(A) A director who is, or during the past three years was, employed by the issuer or by any parent or subsidiary of the issuer;

(B) A director who accepted or who has an immediate family member who accepted any payments from the issuer or any parent or subsidiary of the issuer in excess of $60,000 during the current fiscal year or any of the past three fiscal years, other than compensation for board or board committee service, payments arising solely from investments in the issuer’s securities, compensation paid to an immediate family member who is an employee of the issuer or a parent or subsidiary of the issuer (but not if such person is an executive officer of the company or any parent or subsidiary of the company), benefits under a tax-qualified retirement plan, non-discretionary compensation or loans permitted under Section 13(k) of the Act;

(C) A director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the issuer or by any parent or subsidiary of the issuer as an executive officer;

(D) A director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the issuer made, or from which the issuer received, payments for property or services, in the current or any of the past three fiscal years, that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from investments in the issuer’s securities or payments under non-discretionary charitable contribution matching programs;

(E) A director of the issuer who is, or has an immediate family member who is, employed as an executive officer of another entity where, at any time during the past three years, any of the executive officers of the issuer serve on the compensation committee of such other entity; or

(F) A director who is, or has an immediate family member who is, a current partner of the issuer’s outside auditor, or who was a partner or employee of the issuer’s outside auditor who worked on the issuer’s audit at any time during the past three years.

(G) In the case of an investment company, in lieu of paragraphs (A)-(F), a director who is an “interested person” of the company as defined in section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee.

(4) “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

(5) “Small business issuer” means any issuer that meets the definition of that term set out in SEC Rule 12b-2.

(6) “Executive officer” means those officers covered in Rule 16a-1(f) under the Securities Act of 1933.

• • • Interpretations and Policies

.01 No change to text.

.02 Controlled Companies. If an issuer relies on a controlled company exemption from the requirements of paragraphs 19(a), 19(c) or 19(d), above, it must disclose in its annual proxy (or, if the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC) that it is a controlled company and the basis for that determination.

.03 General Exemptions from Governance Rules. Certain requirements of this rule do not apply to certain entities, as described below:

(1) Limited partnerships and companies in bankruptcies are not required to comply with sections (a), (c) and (d) above.

(2) Closed-End and Open-End Management Companies.

(A) Closed-end management companies that are registered under the Investment Company Act of 1940 are not required to comply with sections (a) through (f) of this Rule; except that closed-end funds must (i) maintain an audit committee of at least three persons; and (ii) comply with the provisions of SEC Rule 10A-3 and the provisions of paragraphs (b)(1)(A)(iv), (b)(1)(B), (b)(2), (b)(3) and (f), above, subject to applicable exceptions. Additionally, these issuers must establish procedures for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment company, as well as employees of the investment company.

(B) Business development companies, which are a type of closed-end management investment company defined in Section 2(a)(48) of the Investment Company Act of 1940 that are not registered under that Act, are required to comply with all of the provisions of this Rule.

(C) Open-end funds (including open-end funds that can be listed or traded as investment company units) are not required to comply with the provisions of sections (a) through (f) of this Rule; except that these funds must comply with the provisions of sections (b) and (f)(2), above, to the extent required by SEC Rule 10A-3. Additionally, these issuers must establish procedures for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment company, as well as employees of the investment company and must address this responsibility in the audit committee charter.

(3) Passive business organizations (such as royalty trusts) or derivatives and special purpose entities that are exempt from the requirements of SEC Rule 10A-3 are not subject to any requirement under sections (a) through (f) this rule. To the extent that Rule 10A-3 applies to a passive business organization, derivative or special purpose security, such entities are required to comply with the provisions of paragraphs (b) and (f)(2) above, to the extent required by SEC Rule 10A-3.

(4) Foreign issuers will be permitted to comply with their home country practices with respect to corporate governance (and thus are exempt from the requirements of sections (a)-(f), above), except to the extent that SEC Rule 10A-3 requires compliance with specific audit committee requirements in sections (b) and (f)(2) above. Foreign issuers must provide English language disclosure of any significant ways in which their corporate governance practices differ from those required for domestic issuers under this Rule 19. This disclosure may be provided either on the issuer’s website or in the annual report distributed to shareholders in the U.S. If the disclosure is made only on an issuer’s website, the issuer must note that fact in its annual report and provide the web address at which the disclosure may be reviewed.

(5) Issuers listing only preferred or debt securities on the Exchange typically will not be required to adhere to the requirements set out in sections (a)-(f) because they will be subject to the multiple listing exception described in Interpretation .04, below. To the extent required by SEC Rule 10A-3, these issuers will only be required to comply with sections (b) and (f)(2) above.

.04 Dual and Multiple Listings. All issuers whose common stock is dually listed both on the Exchange and with other listing markets must separately comply with the requirements of section (b), above (audit committees) and with the notification requirements of section (f)(2), as it relates to their audit committees.

At any time, however, when an issuer has a class of securities that is listed on a national securities exchange or national securities association subject to requirements substantially similar to those set forth in sections (a), (c), (d) and (e) above, and that class of security has not been suspended from trading on that market, the issuer shall not be required to separately meet the requirements set forth in sections (a), (c), (d) and (e) above with respect to that class of securities or any other class of securities. Governance requirements of other markets will be considered to be substantially similar to the requirements of sections (a), (c), (d) and (e) above if they are adopted by the New York Stock Exchange or the National Association of Securities Dealers (for the Nasdaq National Market or Small Cap Market) or if they otherwise require, subject to exceptions approved by the Commission, that the issuer maintain (1) a board of directors, a majority of whom are independent directors (50% of whom are independent directors, for a small business issuer); ((2) a nominating committee or other body, a majority of whom are independent directors; (3) a compensation committee or other body, a majority of whom are independent directors; and (4) a code of business conduct and ethics that complies with the definition of a “code of ethics” set out in Section 406(c) of the Sarbanes-Oxley Act and the rules thereunder (17 C.F.R. 228.406 and 17 C.F.R. 229.406).

Similarly, when an issuer has a class of securities that is listed on a national securities exchange or national securities association subject to requirements substantially similar to those set forth in sections (a)-(e)_above, and that class of security has not been suspended from trading on that market, a direct or indirect consolidated subsidiary of the issuer, or an at least 50% beneficially-owned subsidiary of the issuer, shall not be required to separately meet the requirements set forth in sections (a)-(e) above with respect to any class of securities it issues, except classes of equity securities (other than non-convertible, non-participating preferred securities) of such subsidiary.

.05 Transition Periods and Compliance Dates. Sections (a)-(f) will become effective pursuant to the following schedule:

(1) The audit committee requirements mandated by SEC Rule 10A-3 (and the exception set out in section (b)(1)(B)(ii) in this rule) will become effective as set out in Rule 10A-3.

(2) The other requirements of sections (a)-(f) will become effective on July 31, 2005 for foreign private issuers and small business issuers. For all other issuers, the requirements of sections (a)-(f) will become effective on the earlier of: (A) the issuer’s first annual shareholders meeting after July 1, 2004; or (B) January 31, 2005. If an issuer has a board with staggered terms, and a change is required with respect to a director whose term does not expire within this period, the issuer will have until its second annual meeting after the date specified above, but not later than December 31, 2005, to comply with the requirements of section (a).

(3) Except as otherwise required by SEC Rule 10A-3, an issuer listing securities on the Exchange in connection with an initial public offering will be required to comply with sections (a)-(f) within time frames consistent with the exemptions afforded in Rule 10A-3. Specifically, for each applicable committee that the issuer establishes (such as a nominating committee or compensation committee), the issuer shall have one independent member at the time of listing, a majority of independent members within 90 days of listing and all independent members within one year. These issuers must meet the majority independent board requirement (50%, for small business issuers) within one year after listing on the Exchange. It should be noted, however, that investment companies are not afforded these exemptions under Rule 10A-3.

(4) An issuer transferring from a market that has governance standards substantially similar to those set out in sections (a)-(f) above must comply with those provisions at the time that they list; provided, however, that an issuer that transfers during another market’s transition period to new governance standards will be allowed to comply with the Exchange’s requirements within any transition period that had been provided by the other marketplace. An issuer transferring from a market that does not have governance standards substantially similar to those set out in sections (a)-(f) above shall be given one year from the date of listing to be in compliance with sections (a)-(f), to the extent not inconsistent with Rule 10A-3(b)(1)(iv)(A).

(5) At any point before the provisions of sections (a) through (f) become effective for a particular issuer, the issuer must comply with the following governance requirements:

(A) Each issuer shall maintain a minimum of two independent directors on its board of directors. For purposes of this section, “independent director” shall mean a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

(B) Each issuer shall establish and maintain an audit committee, a majority of the members of which shall be independent directors, as defined in section (5)(A) of this interpretation.

(C) Each issuer shall conduct an appropriate review of all related party transactions on an ongoing basis and shall use the company’s audit committee or a comparable body for the review of potential conflict of interest situations where appropriate.

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Tier II Corporate Governance, Disclosure, and
Miscellaneous Requirements

RULE 21. The following Rule 21 applies only to Tier II issuers:

(a) Each issuer shall comply with the governance requirements set out in Rule 19 (a) – (f) of this Article and is subject to Rules 19(o), 19(p) and Interpretations .02-.05 of that rule.

(b) – (d) No change to text

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Tier II Maintenance Standards

RULE 22. (a) The Exchange reserves the right to delist the securities of any corporation, subject to Securities and Exchange Commission Rules, which engages in practices not in the public interest or whose assets have been depleted to the extent that the company can no longer operate as a going concern or whose securities have become so closely held that it is no longer feasible to maintain a reasonable market in the issue. Furthermore, the Exchange reserves the right to delist the securities of any corporation which has drastically changed its corporate structure and/or its type of operation. The Exchange may also make an appraisal of, and determine on an individual basis, the suitability for continued listing of an issue in the light of all pertinent facts whenever it deems such action appropriate, even though a security meets enumerated criteria (including, but not limited to, continued listing on the NYSE, Amex or Nasdaq National Market). Many factors may be considered in this connection, including, but not limited to, abnormally low selling price or volume of trading, or failure to comply with required corporate governance standards.

(b)-(d) No change to text.

• • • Interpretations and Policies

If the Exchange identifies a Tier II issue as being below the Exchange’s maintenance listing requirements, the Exchange will notify the issuer by letter of its determination and the reasons for that determination. In this letter, the Exchange will provide the issuer with an opportunity to provide the Exchange with a plan (the “Plan”) to cure the deficiency. Within 10 business days of the receipt of the Exchange’s letter, the issuer must contact the Exchange to confirm its receipt of the letter and to report to the Exchange whether or not the issuer intends to present a Plan. If the issuer notifies the Exchange that it does not intend to present a Plan, the Exchange will commence proceedings to suspend and/or delist the issue.

These procedures do not prevent the Exchange from suspending trading in an issue immediately, whenever it finds that it is necessary to do so for the protection of investors.