ANNEX9

THISDOCUMENTISIMPORTANTANDREQUIRESYOURATTENTION. If you needanyexplanationsand / orclarificationson this Admission Document youshould consultanindependent financialadviser whoholdsa licenseto provide investmentadvice bythe SEC if you’re takingadvicein Cyprus(or othersuitablyqualifiedindependent financialadvisor ifyou’reoutside Cyprus). Especially forsome importantfactors to beconsidered inrelation tosecuritiesof the Company,refer toChapter…- "Risk Factors".

ISSUER NAME

LOGO TYPO

APPLICATION FOR ADMISSION TO NON-REGULATED MARKET OF THE CSE [ΕMERGING COMPANIES MARKET (E.C.M)]

METHOD ......

Presentation of the Issuer Company

(ADMISSION DOCUMENT)

The Securities and Exchange Commission has not examined or approved the contents of this Admission Document (for cases that do not require the publication of the Prospectus).

The Issuer undertakes full responsibility for the informationcontainedinthis Admission Document andcertifiesthat the informationcontained thereinisconsistentwith thefacts and contains noomission likelyto affect itscontents. The Directors collectively and individually accept full responsibility for the accuracy and correctness of the information and data contained in this Admission Document and ensure that there are no other essential facts, the omission of which would make any statement contained in this document misleading in any material respect.

Throughout the course of processing the application for admission to the CSE, Nominated Advisor/ Underwriter is (are)………… The Nominated Advisor is properly licensedby the CSE andits roleis toassista non-regulatedmarketIssuerto meet itsobligations underthe institutionalframework governingthe operation andparticipation inan unregulatedmarket,hence theNominated Advisor is liable tothe Company and the Cyprus Stock Exchange.

WARNING: This document is NOT A PUBLIC OFFER and is not intended to raise capital. The securities of the companies in the E.C.M are not listed in the regulated markets of the CSE. The Admission Document applies to the unregulated Emerging Companies Market of the CSE which is considered as Multilateral Trading Facility.The information that is published at the time of listing and after is less than the information published in regulated markets. Potential investors should be aware of the risks on investment in these companies and should decide to invest in them only after careful consideration of this Admission Document and if possible independent financial advice should be taken.

This private placement is carried out only in Cyprus and is addressed only to persons who may lawfully accept it. Specifically, and in compliance with relevant securities laws of the following countries, this private placement is not addressed in any way or form (written or otherwise), directly or indirectly, to or within the United States, Canada, Australia, South Africa or Japan or any other country ("the Excluded Territories"), in which according to its laws, the conduct of this private placement or the mailing / distribution of this Admission Document is illegal or violates any law, rule or regulation. For this reason, it is prohibited to transmit, distribute, post or otherwise promote copies of this Admission Document and any promotional and related to this private placement document or other material of any person to or from the Excluded Countries and buy shares from persons of the Excluded Territories.

Copiesof this AdmissionDocument will beavailable freeto the publicduring normal businesshoursat the officesof the Company...... for a period ofonemonth fromthe dateof issue of the AdmissionDocument.

dd/mm/yy

  1. KEY SHARE CAPITAL INFORMATION

Authorized share capital (number of shares and €)
Issued share capital before the issue (number of shares and €)
Issue of new shares
Private Placement
IPO
Total new shares ¹
Bond Issue
Private Placement
IPO
Total Bonds
Sale of existing shares (if applicable)
Private Placement
IPO
Sale of Existing Bonds (if applicable)
Private Placement
IPO
Total Shares / Bonds after the issue
Nominal value of shares / Bonds
Offer Price to the public
Funds Raised
Market Capitalization
Dividend / Shares are entitled to dividend from the profit of the financial year YYYY

1. In case of issue of shares of different classes (common, preferred, etc.) relevant analysis should be presented.

2. Reference to those persons who will receive shares / bonds of private placement and at what price.

3. If the issuer will be listing any derivatives of shares such as warrants, share options, etc., to include the main features (e.g. number / quantity, terms of the issue, allocation, total percentage of the issued share capital of the issuer, etc.). Number of rights, convertible / exchangeable bonds with rights, reference should be made to the conditions and methods of conversion, exchange or subscription.

4.Reference to share option schemes.

5.Specify the dates of the initial public offering (if they are known)

6.In case of an initial public offering by selling existing shares / bonds, provide the names and number of shares / bonds that will be provided by each major shareholder.

7.Information on how to allocate the Shares / Bonds in case of over-subscription.

  1. COMPANY VALUATION

Disclose the issue price to the public and the methodology which was used to determine the issue price.

Maximum Threshold / Minimum Threshold
ISSUER SIZES
Book value share 31/12/XX
Profit before taxation XXXX / share
Profit after tax XXXX/ share
Issue Price to Book value per share (P / BV)
Issue Price to earnings per share (P / E)
Estimated Range of Issue Price
Issue Price to the public

Comments:

1. The ratio P / E on a consolidated basis, for the year XXXX, has been calculated including the number of shares of the current capital issue.

2. The book value of shares calculated using the number of shares as at XX / XX / XX adjusted for the change of nominal value.

C. MEMBERS OF THE BOARD AND PROFESSIONAL ADVISERS

BOARD OF DIRECTORS (Please specify for Executive, Non Executive and Independent)

Name and address of the President and the members of the Board of Directors of the issuer.

PROFESSIONAL ADVISORS

SECRETARY

REGISTERED OFFICE

BANKERS

AUDITORS

ADVISORS OF THE ISSUE, UNDERWRITERS

NOMINATED ADVISOR

LEGAL ADVISERS

COMPANY DETAILS

Contact Address, Phone, Fax, Email Address, Website, Registration Number, Date of Establishment

D. KEY FINANCIAL STATEMENTS

(1) INCOME STATEMENT

(thousand €) / 200X-2 / 200X-1
Turnover
Cost of Sales
Gross Profit
Other Income
Expenses
Profit from operations
Profit before taxation
Profit after tax
Earnings per share (cents)

Comments:

1.Reference to the significant fluctuations in financial figures from year to year with relevant explanation.

2. If the half-yearly results of the issuer have been approved, to be included.

(2) BALANCE SHEET

(thousands €) / 200X-2 / 200X-1
Non-current assets
Current assets:
• Stocks
• Debtors
• Cash at bank and in hand
Total Assets
Capital and reserves:
Share Capital
Reserves
Minority interest
Long-term liabilities
Current liabilities
Total liabilities and shareholders' capital

Comments:

1. Reference to the significant fluctuations in financial figures from year to year, with relevant explanation.

2. If the half-yearly results of the issuer havebeen approved, to be included.

(3) CASH FLOW

(thousands €) / 200X-2 / 200X-1
Profit / (Loss) from operations before changes in working capital
Net cash from / (used in) operations
Net cash from / (used in) investing activities
Net cash from / (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year / period
Cash and cash equivalents at the end of the year / period

Comments:

1. Reference tothe significant fluctuations in financial figures from year to year, with relevant explanation.

2. If the half-yearly results of the issuer have been approved, to be included.

E. HISTORY AND BUSINESS OPERATIONS OF THE ISSUER

(1)HISTORY

  • Disclose the date of the establishment, objectives and any fluctuations, registration number, date of conversion from private to public, date of incorporation and the length of operation of the issuer (if not abstract).
  • If the issuer is a member of a group, give a brief description of the group and of the issuer’s position within it
  • Reference to the tax regime of the company, the tax regime of the investor, the tax regime on dividends in the case of Cypriot residents, non Cypriot residents, the capital gains tax from the sale of securities listed at the CSE and the tax imposed on the sale of securities.

(2)ACTIVITIES/OPERATIONS

  • Give a detailed presentation of the current activity performed by the issuer and indicate the principal activities of the company the last two years prior to application (if applicable).
  • Indicate the main conditions/terms of major contracts which are an important part of company’s turnover.
  • Information on any legal or arbitration proceedings or interruptions in the issuer’s business which may have, or have had, a significant effect on the issuer’s financial position in the recent past.

(3) ANALYSIS OF TURNOVER

3.1 Categories of activities

By geographical market

(4) BUSINESS RISKS

  • Make extensive reference to the specific risk factors regarding the company and its business activity in the industry.
  • In addition to the above the issuer should enclose the following risks:

The issuer’s shares are not a suitable investment for all investors: Each potentialinvestor should assess the appropriateness of an investment in securities on a non regulated market known as the E.C.M. of the CSE, taking into account their specific characteristics.

Specifically any potential investors should:

  • Have the necessary knowledge and experience so as to be able to carry out a meaningful evaluation and understanding of risks inherent in such an investment, in the context of his/her economic situation, the investment in the shares of the company and the impact of such an investment in his/her total portfolio.
  • Have sufficient financial resources and liquidity in order to be able to bear all the risks of his investment.
  • Acknowledge that he may not be able to sell his shares for a long time or at all and
  • Be able to evaluate (either himself or through financial advisers) possible scenarios regarding the factors that may affect his investment like the wider economic environment, or other factors, and his ability to take risks contained in his investment.

Changes in the stock price:

Stock Markets worldwide may be affected at any times to significant changes in terms of stock prices and volume. The price of the issuer’s shares can fluctuate due to the aforementioned changes and not because these changes are connected directly with the business and prospects of the company. The general economic, political and stock market conditions, such as economic recession, fluctuations in interest and exchange rates, may significantly affect the price and demand for the shares of the company.

F. CHANGES IN SHARE CAPITAL AND DISPERSION

  • Refer to the amount of the authorised and issued share capital, the number and classes of shares of which it is composed and their principal characteristics. If any part of the issued capital is still to be paid up, the total nominal value and the type of shares not yet fully paid up, where applicable, according to the extend to which they have been paid up (Indicate all types of securities, the issuer issued or is obliged to issue).

G. MAJOR SHAREHOLDERS

BEFORE THE INCREASE / AFTER INCREASE
Shareholder / Direct / Indirect / Total / Direct / Indirect / Total
Shares / % / Shares / %
Shareholder A
Shareholder B
President of the Board
Members of the Board (give names)
Managers/ Secretary
Personnel of the Isuuer
General Public
TOTAL

H. GOALS/TARGETS - PROSPECTS - BUSINESS PLAN – FUND RAISING

(1)GOALS/TARGETS - PROSPECTS - BUSINESS PLAN

Include investment business plan, analyzing the performance of the company for the next three years on the investments expected to be carried out by the issuer and the timing, indicating in particular, reports on market conditions and other factors, if any, where such investment shall not be made immediately. The plan should include a detailed description of the means it intends to use in order to achieve its development objectives. The plan should explain in detail both short and long term objectives, strategy and prospects of the company as well as the investment policy.

(2) ANALYSIS OF FUNDS RAISED THROUGH PUBLIC REGISTRATION, IPO (if applicable)

Please specify the amount of funds raised and how they will be used.

I.BOARD OF DIRECTORS - ORGANIZATIONAL STRUCTURE

  • Make a presentation of the composition of the Board, a detailed biography of the directors and their position in the organizational structure of the Company.
  • Description of all significant transactions made or agreed to be made between the issuer and the members of the issuer’s administrative, management or supervisory bodies, or any shareholder holding more than 5% of the issued capital or persons associated with them.
  • Total of all outstanding loans granted by the issuer to the members of the issuer’s Board, and also of any guarantees provided by the issuer to the benefit of such persons.

J. FINANCIAL INFORMATION

  • Attach the financial statements of the Group and its subsidiaries for the last two years.
  • Give the net assets value of the issuer immediately before the listing year.
  • The financial statements of the issuer prepared in accordance with:

(i)the Companies Act relating to the financial statements of companies or the corresponding provisions of the law of the Member State in which the issuer is incorporated or in accordance with the third state in which the issuer is incorporated, which shall be equivalent respective of the Republic and in accordance with International Financial Reporting Standards or other type set by a Council decision.

(ii)Audited by a recognized audit firm in accordance with International Standards on Auditing.

(iii)Give a true and fair view of assets and liabilities, financial position and results of the issuer, including its financial performance and cash flows.

  • Reference whether in the last auditor’s report there is any reservation or declaration of failure to express opinion or substantial uncertainty or the attention of investors should be drawn (Qualification on the auditors' report).

JA. FURTHER INFORMATION ON THE SHARES OF THE ISSUER

Refer to the following issues:

  • Any restrictions on the free transferability of securities.
  • The company has granted special rights to any shareholder; If so, please give substantial agreements with the company’s board of directors or major shareholders and related parties to these people.
  • The titles proposed for listing are fully paid.
  • Dividend policy of the issuing company.

JB.OTHER INFORMATION ABOUT THE ISSUER

  • Expected market capitalization.
  • Summary of key findings of the independent due diligence (in the case conducted such controls).
  • Central Depository and Registry (whether the issuer is willing and able to deliver the Register in the Central Depository and Registry and to fulfil any obligation).

JC. TERMS OF ISSUE OF BONDS (IF APPLICABLE)

  • Size of issue, face value and split
  • Registration and transfer
  • Status assurance of guarantee and priority ranking (subordination)
  • Claims dissolution
  • Deferred payment of interest
  • Interest paid (interest rate, interest payment date, the basis for calculating interest)
  • Alternative Payment interest satisfaction mechanism
  • Exchange of values, change the terms, redemption (redemption)
  • Failure to timely payment
  • Allocation of stock to non-residents of Cyprus (if applicable)
  • Trust document *
  • Notices and Announcements
  • Additional issues
  • Introduction to CSE trading / transfer of securities

* The trust document to be submitted to CSE

The CSE Council has the power to request additional information or details.

SIGNATURE

......
Nominated Advisor Underwriter President or Secretary

of the issuer

1

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