Announcement PDF Information Form and Checklist (ASX Listing) Name of entity ABN/ARBN/ARSN RECCE LIMITED 73 124 849 065 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty. Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty referred to above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”. All entities – corporate details1 Place of incorporation or establishment Western Australia Date of incorporation or establishment 11/04/2007 Legislation under which incorporated or established Corporations Act 2001 Australia Address of registered office in place of incorporation or establishment LEVEL 2 49 OXFORD CLOSE WEST LEEDERVILLE , WA 6007 Main business activity Pharmaceutical research and development Other exchanges on which the entity is listed N/A Street address of principal administrative office SUITE 3 3 BRODIE-HALL DRIVE BENTLEY , WA 6102 1 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure. Page 1 Postal address of principal administrative office SUITE 3 3 BRODIE-HALL DRIVE BENTLEY , WA 6102 Telephone number of principal administrative office +61 (8) 9253 9800 E-mail address for investor enquiries peter.williams@recce.com.au Website URL http://www.recce.com.au All entities – management details2 Full name and title of CEO/managing director Graham Melrose, Executive Chairman Full name and title of chairperson of directors Graham Melrose, Executive Chairman Full names of all existing directors Graham Melrose - Executive Chairman Michele Dilizia - Executive Director James Graham - Executive Director Ian Brown – Independent Non-Executive Director Dongke Zhang – Independent Non-Executive Director Full names of any persons proposed to be appointed as additional or replacement directors Full name and title of company secretary N/A Peter Williams Company Secretary and CFO All entities – ASX contact details3 Full name and title of ASX contact(s) Business address of ASX contact(s) Peter Williams (Company Secretary and CFO) SUITE 3 3 BRODIE-HALL DRIVE BENTLEY , WA 6102 Business phone number of ASX contact(s) +61 8 9253 9800 2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust. 3 Under Listing Rule 1.1 Condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one person to cater for situations where the primary nominated contact is not available. Page 2 Mobile phone number of ASX contact(s) +61 404 018 745 Email address of ASX contact(s) peter.williams@recce.com.au All entities – auditor details4 Full name of auditor BDO Audit (WA) Pty Limited All entities – registry details5 Name of securities registry Computershare Investor Services Pty Limited Address of securities registry Level 11, 172 St Georges Tce PERTH WA 6000 Phone number of securities registry +61 08 9323 2000 Fax number of securities registry +61 08 9323 2033 Email address of securities registry Queries to be directed through www.investorcentre.com/contact Type of subregisters the entity will operate6 CHESS and issuer sponsored subregisters (refer Prospectus Section 13.11) All entities – key dates Annual balance date 30 June Month in which annual meeting is usually held (or intended to be held)7 November Months in which dividends or distributions are usually paid (or are intended to be paid) N/A Trusts – additional details Name of responsible entity N/A Duration of appointment of directors of responsible entity N/A 4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (Guidance Note 1 section 2.8). 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities. 6 Example: CHESS and issuer sponsored subregisters. 7 May not apply to some trusts. Page 3 Full names of the members of the compliance committee (if any) N/A Entities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process N/A If the entity has or intends to have a certificated subregister for quoted securities, the location of the Australian subregister N/A Address of registered office in Australia (if any) N/A Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed N/A Is the ASX listing intended to be the entity’s primary or secondary listing N/A Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”. In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 25 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19). A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents No 1. Item A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Location/Confirmation Refer to Annexure 3. 2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 1A)8 Refer to Annexure 4 and also provided in electronic format. 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. Page 4 No Item Location/Confirmation 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2)9 Refer to constitution at Annexure 4 clause 33. 4. An electronic version and 25 copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3) 25 copies to be provided at ASX’s request. Two hard copies of the Prospectus are provided in Annexure 2 accompanied by an electronic copy. 5. If the entity’s corporate governance statement10 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 13) Refer to Section 12 of the Prospectus and Corporate Governance Plan at Annexure 5. 6. If the entity will be included in the S & P All Ordinaries Index on admission to the official list,11 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 13) Not anticipated to be applicable. 7. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,12 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition and operation of the audit committee (Listing Rule 1.1 Condition 13) Not anticipated to be applicable. 8. Original executed agreement with ASX that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14)13 Attached at Annexure 8. 9. If the entity’s trading policy is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s trading policy (Listing Rule 1.1 Condition 15) Refer to trading policy at Annexure 5. 10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,14 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 16) Not anticipated to be applicable. 11. For each director or proposed director,15 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15)16 Graham Melrose - Australia Michele Dilizia- Australia James Graham - Australia Ian Brown- Australia and UK Dongke Zhang - Australia 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. 10 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. 11 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. 12 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 13 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website. 14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 15 If the entity applying for admission to the official list is a trust, references in items 11, 12, 13, 14 and 15 to a director or proposed director mean a director or proposed director of the responsible entity of the trust. 16 The information referred to in items 11, 12, 13, 14 and 15 is required so that ASX can be satisfied that the director or proposed director is of good fame and character under Listing Rule 1 Condition 17. Page 5 No Item 12. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by CrimTrac which is not more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Location/Confirmation Refer to Annexure 6 for Australian national criminal history checks for: Graham Melrose Michele Dilizia James Graham Ian Brown National criminal history check for Dongke Zhang to be provided. 13. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 12 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director’s duties; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) With respect to Ian Brown refer to Annexure 6 for UK national criminal history check. 14. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Refer to Annexure 6 for Australian insolvency searches for: Graham Melrose Michele Dilizia James Graham Ian Brown Dongke Zhang 15. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 14 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) With respect to Ian Brown refer to UK insolvency search at Annexure 6. 16. A statutory declaration from each director or proposed director confirming that: (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the For Graham Melrose and James Graham, refer to Annexure 6. Statutory declarations for Michele Dilizia, Ian Brown and Dongke Zhang to be provided. Page 6 No Item ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity; (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Location/Confirmation 17. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) Attached at Annexure 9. 18. Payment for the initial listing fee.17 Provided by cheque. Refer to ASX Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/professionals/cost-listing.htm 17 Payment can be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account: Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid. Page 7 No Item Location/Confirmation All entities – capital structure 19. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Refer to Prospectus Section 7.3. Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. 20. For each class of securities referred to in the table mentioned in item 19, where in the Offer Document does it disclose the terms applicable to those securities? Refer to Prospectus Sections 13.2 and 13.3. Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable). 21. If the entity has granted, or proposes to grant, any rights to any person, or to any class of persons (other than through the holding of securities referred to in the table mentioned in item 19), to participate in an issue of the entity’s securities, where in the Offer Document are details of those rights set out? N/A 22. Details of all issues of securities (in all classes) in the last 5 years and the consideration received by the entity for such issues Refer to Restricted Securities Table at Annexure 10 23. A copy of every prospectus, product disclosure statement or information memorandum issued by the entity in connection with any issue of securities (in all classes) in the last 5 years N/A 24. A copy of any court order in relation to a reorganisation of the entity’s capital in the last 5 years N/A 25. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? Refer to Prospectus Section 5.1. 26. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 11)? N/A Page 8 No Item 27. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)? Location/Confirmation N/A 28. If the entity’s free float at the time of listing is less than 10%, where in the Offer Document does it outline the entity’s plans to increase that percentage to at least 10% and the timeframe over which it intends to do that (Guidance Note 1 sections 3.1 and 3.3)? N/A 29. If the entity has or proposes to have any debt securities or convertible debt securities on issue, a copy of any trust deed applicable to those securities N/A 30. Is the entity is proposing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in the Annexure to Guidance Note 1 N/A All entities – other information and documents 31. Where in the Offer Document is there a description of the history of the entity? Refer to Prospectus Section 6. 32. Where in the Offer Document is there a description of the entity’s existing and proposed activities and level of operations? Refer to Prospectus Section 6. 33. Where in the Offer Document is there a description of the key features of the entity’s business model (ie how it makes or intends to make a return for investors or otherwise achieve its objectives)? Refer to Prospectus Section 6. 34. Where in the Offer Document is there a description of the material business risks the entity faces? Refer to Prospectus Sections 4.2 and 9. 35. If the entity has any child entities, where in the Offer Document is there a list of all child entities stating, in each case, the name, the nature of its business and the entity’s percentage holding in it? N/A 36. If the entity has any investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all associated entities stating, in each case, the name, the nature of its business and the entity’s percentage holding in it? N/A 37. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy? Refer to Prospectus Section 7.7. 38. Does the entity have or propose to have a dividend or distribution reinvestment plan? No If so, where are the existence and main terms of the plan disclosed in the Offer Document? N/A A copy of the terms of the plan N/A Page 9 No Item 39. Does the entity have or propose to have an employee incentive scheme? Location/Confirmation No If so, where are the existence and main terms of the scheme disclosed in the Offer Document? N/A Where in the Offer Document is there a statement as to whether directors18 are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate? N/A A copy of the terms of the scheme N/A 40. Has the entity entered into any material contracts (including any underwriting agreement relating to the securities to be quoted on ASX)?19 Yes If so, where are the existence and main terms of those material contracts disclosed in the Offer Document? Refer to Prospectus Section 5.9 and Section 7.14. Copies of all of the material contracts referred to in the Offer Document Attached at Annexure 7 and also provided in electronic format. 41. If the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with: (a) its chief executive officer (or equivalent) (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above (Listing Rule 3.16.4). Refer to Section 7.14 of the Prospectus and attached at Annexure 7. Note: if the entity applying for admission to the official list is a trust, references to a chief executive officer, director or proposed director mean a chief executive officer, director or proposed director of the responsible entity of the trust. However, the entity need not provide a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the responsible entity or a related entity has entered into with any of the persons referred to in (a), (b) or (c) above if the costs associated with the agreement are borne by the responsible entity or the related entity from out of its own funds rather than from out of the trust. 42. Please enter “Confirmed” in the column to the right to indicate that the material contracts summarised in the Offer Document include, in addition to those mentioned in item 41, any other material contract(s) the entity or a child entity has entered into with: (a) its chief executive officer (or equivalent) (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above Confirmed. 43. Please enter “Confirmed” in the column to the right to indicate that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist Confirmed. 44. A copy of the entity’s most recent annual report Attached at Annexure 11. 18 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust. 19 It will assist ASX if the material contracts are provided both in hard copy and in electronic format. Page 10 No Item Location/Confirmation Entities that are trusts 45. Evidence that the entity is a registered managed investment scheme (Listing Rule 1.1 Condition 5) N/A 46. Please enter “Confirmed” in the column to the right to indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5) N/A Entities applying under the profit test (Listing Rule 1.2) 47. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1) N/A 48. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2) N/A 49. Audited accounts for the last 3 full financial years and audit reports (Listing Rule 1.2.3(a)) N/A 50. If last financial year ended more than 8 months before the date of this application, accounts for the last half year (or longer period if available) and audit report or review (Listing Rule 1.2.3(b)) N/A 51. A pro forma statement of financial position and review (Listing Rule 1.2.3(c))20 N/A 52. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4) N/A 53. Evidence that the entity’s profit from continuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $400,000 (Listing Rule 1.2.5) N/A 54. A statement from all directors21 confirming that they have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the application (Listing Rule 1.2.5A) N/A Entities applying under the assets test (Listing Rule 1.3) 55. Evidence that the entity: (a) has, if the entity that is not an investment entity, net tangible assets of at least $3 million (after deducting the costs of fund raising) or a market capitalisation of at least $10 million; or (b) has, if the entity that is an investment entity other than pooled development fund, net tangible assets of at least $15 milli