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  • Part VIII Conflicts of Interest

    • 417

      A listing applicant should resolve or mitigate conflict situations prior to listing. The Exchange may accept a proposal (submitted through the sponsor) to resolve or mitigate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons (as defined in Rule 904(4)):

      (1) Carry on business transactions with the listing applicant or provide services to or receive services from the listing applicant or its group;
      (2) Lend to or borrow from the listing applicant or its group;
      (3) Lease property to or from the listing applicant or its group; or
      (4) Have an interest in businesses that are competitors, suppliers or customers of the listing applicant or its group.

      Amended on 7 February 20207 February 2020.

    • 418

      In reviewing compliance with the Exchange's policy on conflicts of interest, the sponsor should take into account:

      (1) The parties involved in the conflict situation and their relationship to the listing applicant;
      (2) The significance of the conflict in relation to the size and operations of the listing applicant and in relation to its potential influence on the interested person;
      (3) Whether the parties who are involved in the conflict derive any special advantage from it; and
      (4) Whether the conflict can be terminated, and if so, how soon and on what basis; or, if the conflict cannot be promptly terminated, whether:
      (a) the arrangement is necessary and beneficial to the operations of the listing applicant;
      (b) the terms of the arrangement are the same or better than those that can be obtained from third parties;
      (c) the arrangement will be reviewed at regular intervals and approved by independent directors or shareholders;
      (d) the listing applicant has or will have adequate internal procedures to ensure that the terms of the arrangement are fair and reasonable; and
      (e) there is, or has been, adequate disclosure of the conflict, the parties to it, and the measures taken in respect of it in the offer document.