Profile of Emco Hanover's Vice Chairman, Mr. Craig Biddick

	NYSE (1,2)
	World-wide criteria	Domestic criteria
Minimum number of investors	5,000 each holding 100 or more shares	400 each holding 100 or more shares (4)
Minimum public shares (3)	2.5 million (12)	1.1 million (12)
Total market value of public shares	US$100 million (12)	-
Minimum bid price	N/A	N/A
Market Maker (5)	N/A	N/A
Operating history	N/A	N/A
Market value of listed shares	N/A	N/A
Balance sheet	N/A	N/A
Pre-tax operating income	US$100 million aggregate pre-tax income for the last 3 ﬁscal years (6, 7)	US$10 million aggregate pre-tax income for the last 3 fiscal years (8, 9)
Corporate governance (11)	Yes

	NASDAQ Global Market (1)
	Income standard	Equity standard	Market value standard	Total assets/total revenue standard
Minimum number of investors	400 holding 100 or more shares
Minimum public shares (3)	1.1 million
Total market value of public shares	US$8 million	US$18 million	US$20 million	US$20 million
Minimum bid price	US$4	US$4	US$4 (10)	US$4
Market Maker (5)	3	3	4	4
Operating history	N/A	2 years	N/A	N/A
Market value of listed shares	N/A	N/A	US$75 million (14)	N/A
Balance sheet	US$15 million in shareholders' equity	US$30 million in shareholders' equity	N/A	US$75 million of total assets and total revenue (in latest fiscal year or 2 of the last 3 fiscal years)
Pre-tax operating income	US$1 million (in latest fiscal year or 2 of the last 3 fiscal years)	N/A	N/A	N/A
Corporate governance (11)	Yes (13)

	NASDAQ Global Select Market (1)
	Standard 1	Standard 2	Standard 3
Minimum number of investors	450 holding 100 or more shares, or 2,200 (15)
Minimum public shares (3)	1.25 million
Total market value of public shares	US$70 million (16)
Minimum bid price	US$4 (20)
Market Maker (5)	3 or 4 (21)
Operating history	N/A
Market value of listed shares	N/A	Average value of at least US$550 million over past 12 months (22)	Average value of at least US$850 million over past 12 months (22)
Balance sheet	N/A
Pre-tax operating income	At least US$11 million aggregate pre-tax earnings for the last 3 fiscal years (17, 23, 24)	N/A (18, 24)	N/A (19)
Corporate governance (11)	Yes (13)

	NASDAQ Capital Market (1)
	Equity standard	Market value of listed securities standard (10)	Net income standard
Minimum number of investors	300 each holding 100 or more shares
Minimum public shares (3)	1 million (25)
Total market value of public shares	US$15 million	US$15 million	US$5 million
Minimum bid price	US$4
Market Maker (5)	3
Operating history	2 years	N/A	N/A
Market value of listed shares	N/A	US$50 million (14)	N/A
Balance sheet	US$5 million in shareholders' equity	US$4 million in shareholders' equity	US$4 million in shareholders' equity
Pre-tax operating income	N/A	N/A	Net income from continuing operations of US$750,000 in latest fiscal year or 2 of the last 3 fiscal years
Corporate governance (11)	Yes (13)

Source: Listing Requirements and Fees, the NASDAQ Global Market, as of 8/2009 and Listed Company Manual as of August 28, 2009.
NYSE offers two sets of standards for Non-U.S. companies - World-wide or Domestic - under which it may qualify for listing.
For NASDAQ, publicly held shares is deﬁned as total shares outstanding less any shares held directly or indirectly by ofﬁcers, directors, or beneﬁcial owners of 14% or more.
Alternatively, non-US companies must meet either of:

2,200 total shareholders and 100,000 shares monthly trading volume (most recent 6 months), or
500 total shareholders and 1 million shares monthly trading volume (most recent 12 months).

An Electronic Communications Network("ECN") is not considered a market maker for the purpose of these rules.
With no less than US$25 million (world-wide) in each of the 2 preceding ﬁscal years.
Alternatively, non-US companies must meet the 'valuation with cash flow test' or 'pure valuation test' for valuation/revenue criteria:

Valuation with cash flow test - market capitalisation* of (*world-wide) not less than US$500 million and revenues (during the most recent 12 months) of US$100 million, aggregate of operating cash flows of US$100 million for last 3 years together with minimum of US$25 million in each of the 2 preceding years; or
Pure valuation test - market capitalisation of US$750 million* (*world-wide) and revenue of US$75 million for the most recent ﬁscal year.

With no less than US$2 million in each of the 2 preceding ﬁscal years, with all 3 years must be positive.
Alternatively, non-US companies must meet the 'valuation with cash flow test' or 'pure valuation test' for valuation/revenue criteria:

Valuation with cash flow test - market capitalisation of not less than US$500 million and revenues (during the most recent 12 months) of US$100 million, aggregate of operating cash flows of US$25 million for last 3 years, but all 3 years should be positive; or
Pure valuation test - market capitalisation of US$750 million and revenue of US$75 million for the most recent ﬁscal year.

Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the market value of listed securities requirement must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing
Non-US companies going public on a U.S Stock Exchange are required to comply with the requirements of the Sarbanes-Oxley Act (the "Act") of 2002 in their second annual report. The Act has brought about signiﬁcant changes in corporate governance, accounting, and the overall ﬁnancial markets. The Act has also brought about fundamental changes in how audit committees, management, and auditors carry out their respective responsibilities and interact with each other.
Shares held by directors, officers, or immediate families and other concentrated holdings of 10 percent or more are excluded in calculating the number of publicly held shares.
As required under Marketplace Rules 5600
Under Marketplace Rule 5005(a)(21), listed securities is defined as "securities quoted on NASDAQ or listed on a national securities exchange".
Seasoned companies should either have 450 investors each holding 100 or more shares, or 2,200 investors, or 550 investors and average monthly trading volume of 1.1 million over the past 12 months.
Seasoned companies should either have a market value of US$110 million, or a market value of publicly held shares of US$100 million and US$110 million of shareholders' equity.
With no less than US$2.2 million in each of the 2 most recent fiscal years and no less than US$0 in each of the 3 preceding fiscal years.
Revenues for the previous fiscal year should be at least US$110 million, and the aggregate cash flows from operating activities (excluding changes in working capital or operating assets or liabilities) for the last 3 fiscal years should be at least US$27.5 million, with no less than US$0 for each of the preceding 3 fiscal years.
Revenues for the previous fiscal year should be at least US$90 million.
The bid price requirement is not applicable to a company listed on The NASDAQ Global Market that transfers its listing to The NASDAQ Global Select Market.
A company that also satisfies the requirements of Rule 5405(b)(1) or 5405(b)(2) is required to have 3 market makers. Otherwise, the company is required to have 4 market makers.
In the case of an issuer listing in connection with its IPO, compliance with the market capitalization requirements will be based on the company's market capitalization at the time of listing.
If a company does not have 3 years of publicly reported financial data, it may qualify under Rule 5315(f)(3)(A) if it has:

reported aggregate income from continuing operations before income taxes of at least $11 million and
positive income from continuing operations before income taxes in each of the reported fiscal years.

In calculating income from continuing operations before income taxes and cash flows, NASDAQ will rely on a company's annual financial information as filed with the SEC in the company's most recent periodic report and/or registration statement. A period of less than three months shall not be considered a fiscal year, even if reported as a sub period in the company's publicly reported financial statements.
In case of ADRs, at least 400,000 should be issued.

Listing Requirements - U.S. Stock Markets