Issuer Listing

What are the benefits of listing on Fusang Exchange rather than a traditional exchange?

Fusang Exchange is leading the revolution of traditional financial institutions by leveraging the blockchain smart contract.

As a blockchain-powered exchange, Fusang has significant benefits over traditional financial institutions, among which including:

Fast, efficient and accurate transactions: Trades on a blockchain settle in a matter of minutes rather than days. Because smart contracts are digital and automated, there's no paperwork to process and no time spent reconciling errors that often result from manually filling in documents.

Transparent and fair: There's no third party involved, and encrypted records of transactions are shared across participants. There's no need to question whether information has been altered for personal benefit.

Highest level of data encryption: Blockchain transaction records are encrypted, which keeps all the documents safe from infiltration.

Reduction in fees: Smart contracts remove the need for intermediaries to handle transactions and, by extension, their associated time delays and fees.

Direct access to a wider investor base: Greater access to institutional investors and retail investors whose interests include business equities, digital assets, cryptocurrencies, artwork, real estate and more.

What types of assets can be listed on Fusang Exchange?

Fusang can create and list digital shares of most of the real-world’s assets.

Almost every asset class can be tokenised, from exotic assets like artwork, sports teams, and racehorses to traditional investments like bonds, real estate, venture capital funds, and commodities. Assets tokenisation allows fractional ownership, which opens the doors for high capital and increased market participation.

What are the key differences between Private and Public Market?

Fusang Exchange has two listing boards: the Main Board (public market) and the Private Board (private market).

Below are the key differences between them:

Main Board vs Private Market

Category	Requirement	Main Board	Private Market	Description
MINIMUM REQUIREMENT	Shareholder Capital	✔ (USD 2m)	✔ (USD 1m)	The Exchange imposes minimum capital and market capitalisation requirements for both Main Board and Private Market issuers
MINIMUM REQUIREMENT	Market Capitalisation	✔ (USD 10m)	✔ (USD 5m)
FINANCIAL POSITION	Profitability	✖	✖	While there is no minimum track record on business profitability, issuers must submit an audit report and maintain at least 10% free float upon listing
	Audit Report	✔	✔
	Free Float	✔	✔
BUSINESS REVIEW	Sponsorship	✔	✖	Main Board listings must be supported by a Listing Sponsor that is properly licensed and approved by the FUSANG Exchange
	Core Business	✔	✔
	Management Capability	✔	✔
DISCLOSURE REQUIREMENT	Moratorium on Shares	✔	✖	FUSANG Exchange imposes stringent disclosure requirements for both Main Board and Private Market issuers for full transparency and investor protection
	Related Party Transactions	✔	✔
	Relevant Licenses¹	✔	✔
	Third-Party Report on Findings²	✔	✔
	Third-Party Valuation Report²	✔	✔
TARGET INVESTORS	Accredited Investors	✔	✔	Due to the regulatory requirements on trading private shares, retail investors are restricted from Private Market activities
TARGET INVESTORS	Retail Investors	✔	✖

What is the listing criteria for Fixed Income securities?

Please refer to the table below for the listing criteria.

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Quantitative Criteria

	Private Market	Public Market
Market Capitalisation¹	Minimum net assets requirement of at least USD5 million prior to listing	Minimum net assets requirement of at least USD10 million prior to listing
Financial Position & Liquidity	Minimum 1-year operating track record²	Minimum 3-years' operating track record²
	No negative going concern opinion by recognised independent auditors²
	Cash Flow projection in alignment to the bond duration³
Min. Issuance Size	USD 5 million	USD 10 million

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Qualitative Criteria

	Private Market	Public Market
Type of Issuer	A corporate incorporated under laws of any recognised country or jurisdiction	Labuan Company; OR Labuan Limited Partnership, Labuan Protected Cell Company, Labuan foundation or unit trust; OR Corporation incorporated under laws of any recognised country or jurisdiction
Sponsorship	Not required	Fusang Exchange Limited approved Listing Sponsor required
Management Capability	Management experience and capabilities on the average experience of 5 years in the relevant industry before the submission date	Management experience and capabilities on the average experience of 5 years in the relevant industry before the submission date Management personnel shall be a fit and proper person
Moratorium on Bonds	Not required
Transaction with Related Parties	Full disclosure of Directors, Senior Management, Companies transactions exceeding 20%	Listing Sponsor is required to report to the Exchange within 7 calendar days if Directors, Senior Management, Companies transactions exceeding 20%
Credit Rating⁴	Risk disclosure disclaimer is required for all size of issuance	Rate by at least ONE credit rating agency if the issuance size is greater than USD 100 million
Currency of Bond Issue	MYR is restricted
Additional Requirements for Bond Issuers	Post notification to LFSA by Fusang within 30 calendar days after the Private issuance	Submission of prospectus and LFSA approval is required prior issuance/ listing
	Annual audited financial statements and valuation report preceding 1 year from the listing date	Annual audited financial statements and valuation report preceding 3 years from the listing date by independent auditor
	Does not require paying agent	MUST maintain a paying agent registered under LFSA until the date no debt is outstanding (unless the issuer is the paying agent)
	MUST appoint a licensed trustee or custodian (service provider) that registered under any jurisdiction	MUST appoint a Labuan licensed trustee or custodian (service provider)
	The utilisation of proceeds must be clearly illustrated in the prospectus
	N/A	MUST maintain a registered office in Labuan
Investment available to	Sophisticated Investors⁵ Only	Retail Investors⁵ Sophisticated Investors⁵

Notes:

¹ The prescribed conditions apply to the new issuer or guarantor only and shall be maintained until bond maturity.

² The prescribed conditions apply to the new issuer or guarantor only.

³ The prescribed conditions apply to the new issuer only.

⁴ A risk disclosure disclaimer (RDS) is required if no appointed credit rating agency.

⁵ Exclude Malaysian On-shore Investors upon Public Market Fixed Income Security issuance.

What are the listing criteria of Equities securities?

Please refer to the table below for the listing criteria.

Quantitative Criteria

Market and Financial Table

	Private Market	Public Market
Market Capitalisation	Shareholders capital of at least USD 1 million prior to listing, and	Shareholders capital of at least USD 2 million prior to listing, and
Market Capitalisation	A total market capitalisation of at least USD 5 million upon listing	A total market capitalisation of at least USD 10 million upon listing
Financial Position & Liquidity	No minimum operating track record or profit requirement.
	No negative going concern opinion by recognised independent auditors.
	Minimum 10% free float upon listing

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Qualitative Criteria

Market Comparison Table

	Private Market	Public Market
Core Business	A clearly identifiable core business
Sponsorship	Not required	Fusang Exchange Limited approved Listing Sponsor required
Management Capability	Management experience and capabilities on the average experience of 5 years in the relevant industry before the submission date	Management experience and capabilities on the average experience of 5 years in the relevant industry before the submission date
Moratorium on Equities	No restriction for Private Market listing	Promoters' entire shareholdings for 6 months from the date of listing
Transaction with Related Parties	Full disclosure of Directors, Senior Management, Companies transactions exceeding 20% must be notified upon listing and filed to the exchange	Listing Sponsor is required to report to the Exchange within 7 calendar days if Directors, Senior Management, Companies transactions exceeding 20%
Additional Requirements for Financial Institutions	Required to have a professional license issue by regulator
Additional Requirements for Asset only companies	Independent Third-Party report on findings
Investment available to	Sophisticated Investors only	Retail Investors, Sophisticated Investors

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Note:

¹ Asset only companies including Commodities, Oil and Gas Exploration, Real Estate and IP.

What Issuer services does Fusang Exchange offer?

Fusang Exchange provides a fully integrated solution to help directly match Issuers & Investors.

Our supporting services including:

Issuer onboarding: Helps issuer to find the sponsor or lead underwriter to issue the asset on Fusang Exchange.

Deal structuring: Helps structure deal by engaging relevant parties (law firms, custodians, etc.)

Market testing: Helps test market interest by marketing the asset before the public issuance.

Token issuance: Goes through asset clearance and price discovery, and issue to the public market.

Trade settlement: Facilitates market infrastructure, as as depositories and transfer agencies, support settlement.

Investor KYC: Handles investor KYC/AML onboarding, collection of subscription funds (in both fiat/crypto), and issuance of securities through the Fusang platform.

What are the Fusang Exchange listing fees?

Fusang Exchange listing fees:

Issuer Fees Table

Issuer Fees	Fee Charged	Description
Listing	Main Board (Public) Listing: USD 1,000 per month Private Listing: USD 500 per month	Main Board listings are available to all investors, including Retail. Private Market listings are available only to Sophisticated Investors. These fees cover the administration of a token, due diligence, and technology services.
Issuance	Subject to a minimum fee of USD 5,000 per month and a maximum fee of USD 25,000 per month	This fee includes the end to end process to securitise and issue an asset in tokenised format that is regulated and compliant. With a wallet management solution and world class KYC platform, all token movement is managed seamlessly on the blockchain.
Subscription	1% of funds raised through FUSANG Exchange	Fee charged when Fusang handles investor KYC/AML onboarding, collection of subscription funds (in both fiat/crypto), and issuance of securities through FUSANG Exchange.

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Optional services and fees. All professional services are managed by trusted partners of Fusang.

External Provider Fees	Fee Charged	Description
Legal	• Main Board (Public) Listing: From USD 70,000 • Private Listing: From USD 50,000	This fee includes advice on legal structuring, due diligence, preparation of prospectus, and support in the listing registration.
Listing Sponsor	• Main Board (Public) Listing: From USD 80,000 • Private Listing: Not applicable	This fee includes financial advisory services and support, due diligence, and overall advice on listing and marketing activities. The listing sponsor is responsible for the submission of the prospectus to both regulators & the FUSANG Exchange.
Marketing	As charged by external providers	FUSANG can make introductions to marketing partners: including PR, community engagement, and investment research partners.
Fund Services & Administration	• Closed-ended Fund: From USD 20,000 pa • Open-ended Fund: 8bp/year (min USD 24,000 pa)	For funds: this fee includes fund formation, administration, investor relations, custody and trustee services for both closed and open-ended funds.

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Rebates are offered to issuers to help offset listing and issuance fees.

Table Example

Rewards	5% if trading fee revenues generated from the listing, paid in FSC shares	An earned reward for issuers who help generate trading activity in their listing.

What are the required documents for the listing application?

In order to list on Fusang Exchange, issuers will need to submit the following documents. Additional documents will be requested depending on the companies' structure and the type of listing.

Listing application form:

Business plan:
- Business activities description
- Business prospects
- Security aspects in terms of potential profits and losses
Corporate documentation:
- Certificate of incorporation
- Register of Members
- Register of Directors
- Memorandum of Articles Association
- Organisational Structure
Financial Projections
Management team profiles
Applicant issuer declaration

Additional listing documents required for Public Listing:

Prospectus (Offering memorandum)
Audited Financial Statements
Listing Sponsor Declaration
Approval Letter from LFSA
Credit Rating/ Risk Disclosure

Why did Fusang choose Labuan IBFC as a jurisdiction?

Compliant with international best standards and practices, Labuan IBFC, Malaysia provides a comprehensive legal framework that welcomes digital transformation and blockchain innovation.

Fusang has chosen to be regulated in Labuan IBFC for the following key advantages:

INNOVATIVE AND DIGITAL-FRIENDLY

One of Labuan IBFC's key objectives is to market, develop and grow the digital ecosystem and facilitate Asia's digital revolution. Hence innovation is at the core of how they look at policies and structures.

Today they have 44 licence holders in the digital space (digital fund managers, digital stock exchanges, crypto exchanges, token issuance entities) from all over Asia and Europe.

Labuan IBFC is also a member of all FinTech and Blockchain Associations in Asia.

A WELL-REGULATED JURISDICTION

Malaysia is a member of the Financial Action Task Force (FATF) since February 2016. Fusang, under the regulatory oversight by Labuan IBFC, upholds the same standard as the 39 FATF members, including the European Commission, the United States and Hong Kong.

Labuan IBFC has a comprehensive, modern and globally recognised regulatory framework regulated by Labuan Financial Services Authority (Labuan FSA). The jurisdiction's adherence to international standards and best practices in financial services and prudential supervision, including protocols on anti-money laundering and exchange of information and regulatory requirements.

MID-SHORE SOLUTION

Labuan IBFC presents a comprehensive mid-shore solution striking the ideal balance between client confidentiality and compliance. Whilst they comply with international best standards and practices, they have a facilitative regime allowing for a one-stop regulator, tax neutrality and currency neutrality.

Watch our interview with Labuan IBFC's CEO, Farah Jaafar-Crossby, to find out more about Labuan IBFC here.

How to submit my listing application?

If you are interested in discussing the listing opportunity with Fusang, please fill out the form below, and one of our team will get back to you shortly.

Listing Questionnaire

What is the process and timeframe for listing on the Exchange?

Public issuance usually takes 4 to 7 months, if an issuer has the necessary legal documentation and the applicable corporate structure set-up. It is also subject to the nature of the issuer's business and the financial instrument.

If the issuer is not incorporated in Labuan, it requires LFSA's approval to issue on Fusang Exchange. LFSA's approval takes 30 - 60 business days.

Upon LFSA approval, Fusang team will goes through the listing review process (onboarding, due diligence check, listing report preparation for listing committee etc). It usually requires 30 - 60 business days to complete the review.

Private issuance takes usually 3 to 5 months. It takes shorter time than public issuance because no approval is required from LFSA, only a written notification along with the information memorandum or other offering document.

Is there any IPO lock-up period on Fusang Exchange?

No. Unlike many listing venues, such as other Alternative Trading System (ATS) platforms, they require a 12 months lock-up period for an issuer’s offering. At Fusang Exchange, such a lock-up period is not necessary.

What is a Listing Sponsor, and why do I need one?

The Issuer is required to appoint a Listing Sponsor to list on the Public Market to manage the due diligence and issuance lifecycle on behalf of the Issuer.

A Listing Sponsor is and must be a licensed financial institution regulated in their respective jurisdiction and onboarded to Fusang Exchange as an Exchange Member (eg: banks, trustees, lawyers), in compliance with Fusang's Rules of Exchange (section 8).

For more information about the obligations of Listing Sponsors, please review Fusang's Rules of Exchange (section 13).

Are there any countries that are restricted from Fusang Exchange?

Unfortunately, due to regulatory reasons, we do not support issuers residing in the following countries:

North Korea

Iran

Israel

People's Republic of China

For traditional investments, such as bonds and equities, although most countries across Europe, Asia-Pacific, Africa and Latin America have adopted digital shares, some countries still require their companies to issue paper shares (physical certificates) for stock purchasers. You can refer to the regulations in your jurisdiction.

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