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Chicago Bankroll

08/16/14 10:06 PM

#44928 RE: Rich #44927

Reporting Requirements

In contrast to securities listed on U.S. stock exchanges, securities on the OTCQX, OTCQB and OTC Pink marketplaces may trade without being registered with the SEC.

To help investors analyze, value and trade securities, OTC Markets Group categorizes the 10,000 securities trading here into tiered marketplaces – OTCQX, OTCQB and OTC Pink - based on the quality and quantity of information companies provide.

The OTCQX best marketplace is for companies qualified by high financial standards, the quality of their disclosure and sponsorship by a third-party advisorThe OTCQB venture stage marketplace is designed for early and developing U.S. and international companies that are current in their reporting but may not yet qualify for OTCQXCompanies that do not either qualify for OTCQX or comply with OTCQB requirements are traded on OTC Pink, an open marketplace designed for broker-dealers to electronically trade securities without any company involvement.

The companies traded on the OTCQX, OTCQB and OTC Pink marketplaces follow one of the following reporting standards:

International Information Standard: Rule 12g3-2(b) under the Securities Exchange Act (“Rule 12g3-2(b)”) permits non-U.S. companies with securities listed primarily on a qualified non-U.S. exchange to make publicly available to U.S investors in English the same information that is made publicly available in their home countries as an alternative to SEC reportingU.S. Reporting Standard: Companies are in compliance with their SEC reporting requirements or are current in their periodic reporting requirements to a U.S. banking or insurance regulator.U.S. Banks Reporting Standard: Banks with SEC-registered securities must be current in required reporting. Banks without SEC-registered securities must follow the disclosure guidelines outlined in the OTCQX Rules for U.S. Banks. Banks are also required to release any news or information which might reasonably be expected to materially affect the market for its securities in a timely mannerAlternative Reporting Standard: When SEC registration is not required, companies must generally still make information publicly available pursuant to Federal securities laws, including Rule 10b-5 under the Exchange Act and pursuant Rule 144(c)(2) under the Securities Act. OTC Markets Group offers the Alternative Reporting Standard for companies who choose to make material information publicly available to investorsOTCQX U.S companies not reporting to the SEC can follow the Alternative Reporting Standard. These companies submit information pursuant to the OTCQX U.S. Disclosure Guidelinesand are subject to the eligibility requirements and terms of the OTCQX Rules for U.S. Companies. OTCQX companies provide current and potential investors with a set of "material" information to help investors make a sound investment decision. OTCQX company disclosure enables an investor to understand the company’s business operations and prospectsOTC Pink companies may publish disclosure in accordance with the OTC Pink Basic Disclosure Guidelines. These requirements are designed to give an investor the basic information a broker-dealer must maintain under Exchange Act Rule 15c2-11 in order to initiate a quote in a security on the OTCQX, OTCQB or OTC Pink marketplaces. To learn how to upgrade to Pink Current, click hereA Company's Obligations on the OTCQX, OTCQB and OTC Pink MarketplacesFinancial Reporting - Many companies are not subject to SEC registration requirements, and therefore, do not make regular filings of financial information and other corporate events with the SEC. Companies are not required to provide financial information to OTC Markets Group; however in order for investors to make informed trading decisions, many companies elect to provide disclosure. For a detailed explanation of SEC registration and reporting requirements and the exemptions available from those requirements, please see the SEC's Small Business Question and Answer PageCorporate Actions - SEC Rule 10b-17 requires all OTCQX, OTCQB and OTC Pink companies to provide timely notice to FINRA of certain corporate actions, including dividends, stock splits, reverse splits, name changes, mergers, acquisitions, dissolutions, bankruptcies or liquidations, at least 10 days prior to the record date. Companies who fail to report such corporate actions in the required time may be subject to fines up to $5,000. For more information, see FINRA's Notice to Member 10-38. For further details, contact FINRA’s Operations Department at 866-776-0800

Chicago Bankroll

08/16/14 10:11 PM

#44930 RE: Rich #44927

FINRA & SEC Rules
OTC Markets Group highly recommends market participants to become familiar with FINRA and SEC regulations that govern trading in securities quoted on the SEC-registered Alternative Trading System, OTC Link® ATS. The below list and the OTC Market Regulation reference document provide summaries of the applicable rules and regulations.

FINRA
Rule 2010 – Standards of commercial honor and principles of trade
Rule 2020 – Use of manipulative, deceptive or other fraudulent devices
Rule 2100 – General standards
Rule 4320 – Short sale delivery requirements
Rule 4560 – Short interest reporting
Rule 5210 – Publication of transactions and quotations
Rule 5220 – Offers at stated prices
IM–5220 – Firmness of quotations
Rule 5250 – Payments for market making
Rule 5310 – Best execution and Interpositioning
Rule 5320 – Trading ahead of customer limit orders
Rule 6431 – Recording of quotation information
Rule 6432 – Submission of Rule 15c2–11 information on OTC equity securities
Rule 6433 – Minimum quotation size requirements for OTC equity securities
Rule 6440 – Trading and quotation halt in OTC equity securities
Rule 6450 – Restrictions on Access Fees
Rule 6460 – Display of Customer Limit Orders
Rule 6490 – Processing of Company-Related Actions
Rule 6600 – OTC equity reporting
Rule 6620 – Transaction reporting
Rule 7400 – Order Audit Trail System (OATS)
SEC
Section 3 – Definitions and applications
Rule 3a38 – Definition of ‘Market Maker’
Rule 3a51–1 – Definition of Penny Stock
Section 17B – Automated quotation systems for Penny Stocks
Section 12 – Registration requirements for securities.
Rule 12a–8 – Exemption of Depositary Shares
Rule 12b–2 – Definitions (includes the definition of a Depositary Share)
Rule 12d2–2 – Removal from listing and registration
Rule 12g–1 – Exemption from Section 12(g)
Rule 12g3–2 – Exemptions for American Depositary Receipts and certain foreign securities
Rule 12g–4 – Certification of termination of registration
Rule 12g5–1 – Definition of securities “Held of Record”
Rule 12g5–2 – Definition of “Total Assets”
Rule 12h–3 – Suspension of 15(d) reports
Rule 12h–4 – Exemption from 15(d) reports
Rule 12h–6 – Certification by a Foreign Private Issuer regarding the termination of registration of a
class of securities under Section 12(g) or the duty to file reports under Section 13(a) or 15(d)
Rule 15c2–11 – Initiation or resumption of quotations without specific information
Rule 15g–2 – Risk disclosure document relating to the OTC Market
Rule 15g–3 – Broker or dealer disclosure of quotations and other information relating to the OTC Market
Rule 15g–5 – Disclosure of compensation of associated persons in connection with Penny Stock
transactions
Rule 15g–6 – Account Statements for Penny Stock customers
Rule 15g–9 – Sales practice requirements for certain low–priced securities
Rule 15g–100 – Schedule 15G: Information to be included in the document distributed pursuant to