NEW ZEALAND GAZETTE, No. 4 — 20 JANUARY 2016

6.5

All financial transactions by or on behalf of a Bloodstock Syndicate or a Bloodstock Company must be made through a bank account.

7 TIME LIMIT FOR ISSUE OF SHARES

7.1

Shares must be Issued under an Offer within eight months of the date of the Disclosure Statement or any replacement Disclosure Statement for the Offer.

7.2

A Promoter who fails to Issue Shares within the period specified in clause 7.1 (for example, if the Offer is not underwritten by the Promoter and the minimum level of subscription is not raised or for some other reason) must immediately refund all money received from Applicants in full.

8 POWERS OF SUSPENSION OR CANCELLATION OF AUTHORISED SYNDICATOR STATUS AND POWERS OF ENFORCEMENT

8.1

If in the opinion of the Board any of the grounds set out in clause 2.3 arises or applies in respect of a Promoter ("Relevant Event") or a Promoter is in breach of or in default under the Code of Practice, it may:

(a) require the Promoter to remedy the circumstances giving rise to the Relevant Event, or the breach or default, (if the circumstances, or the breach or default, are capable of remedy) within seven days and if those circumstances, or the breach or default, are not remedied within that time, suspend or cancel the Authorised Syndicator Status of the Promoter;

(b) immediately suspend or cancel the Authorised Syndicator Status of the Promoter; or

(c) exercise all or any of the following powers in relation to any Bloodstock Company, Bloodstock Syndicate or Offer:

(i) suspend or order the cessation of any Offer;

(ii) immediately suspend or order the withdrawal of any Advertisement relating to an Offer;

(iii) remove, or require the Promoter to remove, a Manager or the Directors of a Bloodstock Company and if necessary either require the Promoter to appoint a new Manager or Directors or itself appoint a new Manager or new Directors;

(iv) order the Promoter to make refunds to Applicants or Participants or Shareholders;

(v) require an audit (at the expense of the Promoter) by a Qualified Auditor of the financial accounts of the Promoter or of a Bloodstock Syndicate or Bloodstock Company; or

(vi) appoint a suitably qualified and/or experienced person (at the expense of the Promoter) to investigate the affairs of the Promoter or of a Bloodstock Syndicate or Bloodstock Company.

8.2

The Board may suspend or cancel the Authorised Syndicator Status of a Promoter if no Disclosure Statements for that Promoter have been approved by the Board within the previous 36 months. In that case suspension or cancellation takes effect 28 days after written advice of this intention from the Board to the Promoter, and if no valid objection is delivered to the Board by the Promoter within that period. The Promoter may request the reinstatement of their Authorised Syndicator status without fees or charges. The Board may in its discretion treat the application for reinstatement as a new approval under clause 2.1.

9 REGISTER OF BLOODSTOCK VALUERS

9.1

New Zealand Thoroughbred Racing Inc. will maintain a Register of Bloodstock Valuers. Bloodstock Valuers may be entered on the Register either upon the nomination of the Bloodstock Agents’ Federation NZ Inc. or following receipt of an application from a Bloodstock Valuer which is approved by the Board in its discretion.

9.2

The Board is entitled to reject any nomination or application under clause 9.1 if it is not satisfied that:

(a) the Valuer is of good standing and/or character;

(b) the Valuer is sufficiently experienced in equine practice; or

(c) the Valuer is sufficiently competent in the field in respect of which he or she is certifying (ie racing or breeding).

9.3

The Board is entitled to remove a Bloodstock Valuer from the Register if in its opinion:

(a) the Valuer is insufficiently competent in the field in which he/she is certifying under this Code of Practice;

(b) the Valuer has acted in an improper or unprofessional manner whether in respect of valuations under this Code of Practice or otherwise in his/her business or has breached any of the provisions of this Code of Practice; or

(c) the Valuer has charged or is charging excessive fees.

10 VALUATIONS AND VETERINARY REPORTS

10.1

Subject to clauses 10.2 and 10.4, for each Disclosure Statement the Board must be provided with two