ADR CONCEPT An American depositary receipt (ADR) is a negotiable security that represents the underlying securities of a non-US company

that trades in the US financial markets. Individual shares of the securities of the foreign company represented by an ADR are called American depositary shares (ADSs). The stock of many non-US companies trades on US stock exchanges through the use of ADRs. ADRs are denominated, and pay dividends, in US dollars, and may be traded like shares of stock of US-domiciled companies

LEVELS

Level I ADRs ("OTC" facility)

Level 1 depositary receipts are the lowest level of sponsored ADRs that can be issued. When a company issues sponsored ADRs, it has one designated depositary who also acts as its transfer agent. A majority of American depositary receipt programs currently trading are issued through a Level 1 program. This is the most convenient way for a foreign company to have its equity traded in the United States. Level 1 shares can only be traded on the OTC market and the company has minimal reporting requirements with the U.S. Securities and Exchange Commission (SEC). The company is not required to issue quarterly or annual reports in compliance with U.S. GAAP. However, the company must have a security listed on one or more stock exchange in a foreign jurisdiction and must publish in English on its website its annual report in the form required by the laws of the country of incorporation, organization or domicile. Companies with shares trading under a Level 1 program may decide to upgrade their program to a Level 2 or Level 3 program for better exposure in the United States markets.

Level II ADRs ("Listing" facility)

Level 2 depositary receipt programs are more complicated for a foreign company. When a foreign company wants to set up a Level 2 program, it must file a registration statement with the U.S. SEC and is under SEC regulation. In addition, the company is required to file a Form 20F annually. Form 20-F is the basic equivalent of an annual report (Form 10-K) for a U.S. company. In their filings, the company is required to follow U.S. GAAP standards or IFRS as published by the IASB. The advantage that the company has by upgrading their program to Level 2 is that the shares can be listed on a U.S. stock exchange. These exchanges include the New York Stock Exchange (NYSE), NASDAQ, and the American Stock Exchange (AMEX). While listed on these exchanges, the company must meet the exchanges listing requirements. If it fails to do so, it may be delisted and forced to downgrade its ADR program.

Level III ADRs ("offering" facility)

A Level 3 American Depositary Receipt program is the highest level a foreign company can sponsor. Because of this distinction, the company is required to adhere to stricter rules that are similar to those followed by U.S. companies. Setting up a Level 3 program means that the foreign company is not only taking steps to permit shares from its home market to be deposited into an ADR program and traded in the U.S.; it is actually issuing shares to raise capital. In accordance with this offering, the company is required to file a Form F-1, which is the format for an Offering Prospectus for the shares. They also must file a Form 20-F annually and must adhere to U.S. GAAP standards or IFRS as published by the IASB. In addition, any material information given to shareholders in the home market, must be filed with the SEC through Form 6K. Foreign companies with Level 3 programs will often issue materials that are more informative and are more accommodating to their U.S. shareholders because they rely on them for capital. Overall, foreign companies with a Level 3 program set up are the easiest on which to find information. Examples include the British telecommunications company Vodafone (VOD), the Brazilian oil company Petrobras (PBR), and the Chinese technology company China Information Technology, Inc. (CNIT).

ADS
An American depositary share ("ADS") is a vehicle for foreign corporations to list their ordinary equity on an American stock exchange, such as the New York Stock Exchange or the NASDAQ. Foreign corporations listed in other markets are not permitted to make direct secondary listings in the United States markets, thus this form of indirect ownership has been devised. ADSs are US-dollar denominated and each share represents one or more underlying shares in the subject. These ADSs confer full rights of ownership (including dividends, voting rights) to these underlying shares, which are held on deposit by a custodian bank in the company's home country or territory.

RATIO INFO
ADRs allow foreign equities to be traded on U.S. stock exchanges; in fact, this is how the stock of most foreign companies trades in U.S. stock markets. ADRs are issued by U.S. depositary banks, and each one represents one or more shares of a foreign stock, or a fraction of a share. When you own an ADR, you have the right to obtain the foreign equity it represents, although most U.S. investors find it easier to own the ADR. For example, let's say that shares of CanCorp (a fictitious Canadian company) sell on the Toronto Stock Exchange for C$5.75 (US$5). A U.S. bank buys a number of shares and sells ADRs at a ratio of 2:1. Therefore, each ADR represents two shares of CanCorp and thus should sell for US$10. ADRs are held in the vaults of the U.S. banks that issue them, although the

shares they represent are actually held in the home country of the foreign-based corporation by a representative of the U.S. depositary bank. ADRs simplify the process of exchanging foreign shares: since it is only the receipts that are traded, investors do not need to worry about any exchange rate differences or the need to open special brokerage accounts. Furthermore, ADRs entitle investors to all dividends and capital gains. An American depositary share (ADS), on the other hand, is the actual underlying share that the ADR represents. In other words, the ADS is the actual share trading, while the ADR represents a bundle of ADSs. For example, if a U.S. investor wanted to invest in CanCorp, the investor would need to go to her broker and purchase a number of ADRs that equal to the amount of CanCorp shares that she wants. In this case, the ADRs are the receipts that the investor has to purchase, whereas the ADSs represent the underlying shares (CanCorp) in which she invested.