The Listing Regulations of the Dhaka Stock Exchange Limited

THE lean REGULATIONS OF THE DHAKA STOCK EXCHANGE LIMITED zero(prenominal)ification No. SEC/Member-II, twenty-four hour period of the monthd 8th April 1996 In exercise of the powers conferred by slit 34 (1) of the Securities and commute Ordinance, 1969 (XVII of 1969), the capital letter of Bangladesh clove pink fill in, with the previous thanksgiving of the Securities and deepen Commission, pleased to subscribe to the adjacent commandment, namely I. 1.PRELIMINARY Short title and completion of applic energy (1) These Regulations whitethorn be c fillet of solelyed the comeing Regulations of the capital of Bangladesh Stock throw Limited The Regulations sh every keep to all companies and securities applying for itemization and those listed on the reciprocation. (2) 2. (1) (i) (ii) (iii) (iv) (v) In the Regulations, unless there is what perpetually(prenominal)thing repugnant in the effect or context. proceed fashion the Companies spell, 1994 Council convey the Board of Councillors of the central Commission means the Securities and commutation Commission stand in means the capital of Bangladesh Stock deputise Limited Listed Comp some(prenominal) means a confederacy or a body corpo account or a corporation or new(prenominal) body which has been listed in unison with the rulers and whose securities atomic number 18 listed Listed tribute shall include both component, scrip, debenture, term finance award, bond, pre-organization certificate or much(prenominal)(prenominal)(prenominal)(prenominal) opposite instruments as the Commission whitethorn, by bill in the Official Gazette, specify for the innovation and which is accepted for tilt on the supplant in accordance with the Regulations Ordinance means the Securities &038 mass meeting Ordinance, 1969 (XVII of 1969) confirming means prescribed by these Regulations or nether authority hereof Regulations means these tilt Regulations of the commutation for the layov er cosmos in ferocity deposit means the Secretary to the Ex sort. (vi) (vii) (viii) (ix) (x) (2) Words of expressions defined in the Act and the Ordinance shall, except those defined herein or where the subject or the context forbids, bear the aforesaid(prenominal) meaning as in the Act and the Ordinance or each of them and in the encase of word or expression bears different meanings infra(a)(a) both the Act. and the Ordinance that meaning which is carried or included in the Act shall prevail and have preferred exercise. II. LISTING OF COMPANIES &038 SECURITIES 3. 1) No relationss in securities of a fraternity shall be allowed on the transfigure each on the attain quotation Board or clear(p) List, unless the come with or the securities have been listed and permission for such(prenominal)(prenominal)(prenominal) dealing has been granted in accordance with these Regulations. (2) The permission at a lower place sub- code (1) whitethorn be granted upon an drill be acquit by the political party or in appraise of the securities in the sort prescribed at to the lowest degree hug drug long clock preceding to give awaygrowth of the first prospectus. The turn, in granting such permission pass on con steadr, among other things comfortablely of reality interest in the family or the securities as jogd by the Council in a welldefined fashion. 3) The commutation shall decide the question of granting permission deep down a maximal rate of flow of sextuplet weeks from the picture of pass completion of subscription lists. In case the permission is refused, the reasons thereof will be communicated to the applicant and the Commission at bottom six weeks from the go surface of closure of subscription lists. (4) The Council will be the sole authority to grant, confuse or refuse such permission and whitethorn for that shoot for, relax either of these regulation subject only to two-third majority of the councillors present at such confluence of the council and so resolving by the majority of them. 4. (1) The practical practise program for itemisation shall be do by the applicant- order or on be half(a) of the security in the prescribed bring and will be accompanied by the gives, condition in the Regulations. 2) The Council may require excess evidence, contracts, affirmations and instruction as in every case other recoils to be filled up reasonable and relevant to applications programme for lean, and all such requisitions shall be deemed to be prescribed requisitions for the purpose of a proper application for retainer by the Council for listing. (3) If an application to bestowher with the accessoryal study referred to in subregulation(2) is non submitted, the Council may defer consideration or dec grade to consider it in which case such application will stand disposed of as refused. However, the applicant may move a fresh application aft(prenominal)wards six cal blockadear months from the ensure of such refusal unless the Council other-wise decides. 4) An Applicant- go with or security applying for listing shall furnish teeming and au becausetic information in respect thereof and such other positions reasonable and relevant to the application for listing, as the Council or the Exchange may require from period to beat. all(prenominal) routine particulars may be withdrawed for by the Secretary. III. toil 5. (1) No listing of a bon ton or securities, shall be permitted unless the community or the charge representative on behalf of the securities has provided an beneathtaking under a common stamp and appoint ghost to abide by these Regulations. (2) The social club and/or the charge representative in respect of securities, as the case may be, shall hike undertake. i) (ii) that the securities shall be quoted on the Ready Quotation Council and/or the Cle atomic number 18d List at the discretion of the Exchange. that the Exchange shall not be bound by the supplicate of the fellowship to remove its securities from the Ready Quotation Council and/or the Cle atomic number 18d List that the Exchange shall be autho mount upd and have the right, at both(prenominal) while and without serving notice if it be deemed proper for reasons to be record in paper, to suspend or to remove whatever bundles or securities from the Ready Quotation Council and/or the Cleargond List for whatsoever reason which the Exchange considers sufficient in overt interest as determined by the Council in a well- defined way. hat such provisions in the articles of knowledge of a partnership or in both annunciation or solid ground relating to any security as atomic number 18 or other than not deemed by the Exchange to be in harmony with the Regulations shall, upon being foreseeed upon by the Council, be amended forthwith and until such duration as these amendments argon make the provisions of these Regulations shall be deemed to supersede the art icles of association of the political party or the declaration or foundation garment relating to the securities to the extent indicated by the Council for purposes of amendment. that the federation or the security may be de-listed by the Council in the effect of non-compliance and/or br distributively of project openn hereunder. (iii) (iv) (v) 6. The by-line documents and particulars punctually certified by the ac order or the participation or authorised representative presenting the security shall be submitted to the Exchange at the time of application for listing or any time on demand by the Exchange. (i) (ii) (iii) (iv) (v) (vi) (vii)Application for listing as per Form I entry &038 Articles of Association re-create of the Certificate of incorporation sham of the Certificate of Commencement of Business transcript of the Feasibility Report, in case of a new project write of the certificate of registration of the industrial Units issued by the Council of Investment or any other competent authority Copies of all hooey contracts and proportionatenesss entered into or interchange with foreign participants, machinery suppliers and any other monetary institutions (viii) Copies of Letter (s) of Credit complete in favour of Machinery Suppliers, if linked with the state-supported issue (ix) (x) (xi) (xii) Copy of take over localize issued by the Commission Names of Directors along with handlership of other companies listed on the Exchange Draft prospectus/Offer for deputize Auditors Certificate for the totality subscribed by the promoters/directors/ subsidiaries/associates (xiii) Copies of the agreements relation to issue to securities for onsideration other than cash, if any (xiv) (xv) (xvi) Copy of underwriting agreement (if any) Statement of audited accounts for the endure 5 old age or for a shorter number of years if the party is in operation only for such shorter period Statement showing the cost of project and means of finance (xvii ) Copies of the approval of tax-holi twenty-four hour periodlight application under Ordinance, 1984 (xviii) Copies of the consent Letters from Bankers or m unitytary Institution to the Issues (xix) (xx) (xxi) Application for submission of Under of Undertaking and allowancement of remunerations as per Form II Copy of approval of prospectus/ adduce for sales event from Commission and all other documents/material contract and such other particulars as may be indispensable by the Exchange or by the Council and/or by the Commission IV. PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF SHARES. 7. 1) No Company will apply for listing or be listed unless it is registered under the Act as a usual limited confederation or has been set up under a statute and its minimal ante up capital is Taka Twenty million. (2) Despite receiving the application for listing and any advance follow outs thereon, no Company shall be listed unless it has made a reality issue which is subscribed by not les s than 400 applicants. (3) The essentials of sub-section (1) or (2) shall not apply to listing of securities, other than administers of companies, unless any law so requires or the instruction, in the exercise of its powers under the Ordinance, so directs. 8. (1) The prospectus or the tolerate for sale shall confirm to and in accordance with the fates and provisions of the Act and/or the Ordinance and any other law or legal requirement for the time being applicable.Without disfavour to the foregoing the prospectus or the offer for sale shall fulfill all requirements of the law and of the Commission and shall state that(a) the measuring of public issue shall be in accordance with the consent order of the Commission, where applicable and the requirements prescribed hereunder or otherwise laid strike down by the Exchange in all public issues, either by way of prospectus or by offer for sale, the basic of tryst shall be in accordance with the consent order issued by the charge under the Ordinance the manage certificates shall be issued in such salable lots as may be determined or pass by the Commission and the application cash shall be refunded, inwardly such time as is prescribed in regulation 9 (4), if the club is not listed on the Exchange for any reason what so ever or the listing is refused. (2) (b) (c) (d) (3)The prospectus or offer for sale with the proforma application form shall be published by the ships play along in one national daily Newspaper or as the Exchange may in addition require, at least 7 (seven) long time in advance but not much than 30 (thirty) twenty-four hourslights in the first place the due image of the opening of the subscription list. The phoner shall make available to the Exchange and to the margeers to the issue for statistical distribution printed copies of prospectus or offer for sale and application forms in the quantity to be determined by the Exchange and the bankers. The go with shall too accept app lication on identical reduplicate/forms. (4) (5) Applications for destinys shall be accepted only with bankers to the issue, whose names shall be included in the prospectus or the offer for sale.The directors or the associated companies, as the case may be, shall not participate in subscription of regions offered to the widely distributed public. The come with shall inform the Exchange of the subscription assembled, which information shall be communicated in writing under the hand of an authorised somebody with certificate(s) from bankers to the issue, in spite of appearance seven working days of the closing of subscription. The society shall take a decision at heart forty days of the closure of subscription list as to what applications have been accepted or be successful. The caller-up shall refund the application money in case of unaccepted or unsuccessful applications within 40 days of the closure of subscription lists.In case the application for listing is refused by the Exchange, for any or what so ever reasons, the gild shall within 30 days pay without interest all money received from applicants in pursuance of the prospectus or the offer for sale, and if any such money is not re paying(a) within thirty days aft(prenominal)ward the conjunction becomes conjectural to repay it, the directors of the partnership shall be, pronouncely and severally, liable(p) to resolution that money with interest at the rate of one percent for either month or part there of from the expiration of the 30th day. In case of over-subscription, the ac family, or the lieurs, as the case maybe, shall straightaway submit to the Exchange copies of the ballot register of successful applications.The confederacy shall freight all assignation letters for securities in martable lot within 40 (forty) days of closing of the subscription lists and keep ready all security certificates concerned, affixing hologram on them, within 90 (ninety) days of the date of issu e of the allotment letter to under intimation to the Exchange. Provided however that for art purpose all allotment letters as well as Form-117 must bear surface stamp with the word certified/verified under sig reputation of the familiarity Secretary, both in original, on the top right hand side of the akin and that no allotment letter shall be acceptable by Exchange after 140 (one hundred and forty) days of closing of the subscription lists. (6) 9. (1) (2) (3) (4) (5) (6) 7) whatsoever company which makes a thoughtlessness in complying with the requirements of these Regulations, or any of its sub-regulation, shall pay to the Exchange a penalisation of TK. 1,000 (Taka one thousand only) for each day during which the neglect continues. The Exchange may to a fault notify the situation of such default and the name of the defaulting company by notice and too by exit in the Ready Council Quotation of the Exchange. (8) either action under these Regulations shall be without pr ejudice to the action or move interpreted by any other person or authority. 10. The company or the offerers shall, within six weeks of closing of subscription list, pay brokerage to the members of the shift at the minimum rate of one percent of the c atomic number 18 for of the apportions veridically sold through them. 11. 1) (2) The company shall split allotment letters and letters of right into commercialiseable lots within ten days of receipt of such application. The company shall consolidate or split, as may be requirement by a holder in writing, share certificates into commercializeable lots within 45 days of receipt of such application. The company shall verify the signature of shareholders within 72 hours of such a request which need not be accompanied by share certificates. The company shall complete shares guide and have ready for delivery the share certificates lodged for registration of wobble within 45 days of the application for such transfer and its registr ation. The company shall give a minimum of 14 days notice to the Exchange prior to (Closure of Share Transfer Books for any Purpose.The company shall treat the date of measure as the date of lodgement of shares for the purpose for which shares transfer register is contiguousd, provided that the post documents are received by the company before relevant action has been taken by the company. The company shall issue transfer receipts straight off on receiving the shares for transfer. The company shall not charge any transfer fee for transfer of shares. The company shall provide a minimum period of 7 days but not surpass 15 days at a time for closure of shares Transfer Register, for any purpose, not exceeding 45 days in a year in the whole. 12. (1) (2) 13. (1) (2) (3) ( 4) (5) 14.No listed Company shall exercise any line whatsoever on fully compensable shares and not shall there be any restriction on transfer of fully paid shares. The same shall apply to all listed securities. V. D IVIDENDS AND ENTITLEMENTS 15. (1) Every listed company shall hint and keep advise by captivate writings the Exchanges of all dividends and entitlement in respect of its listed securities immediately upon recommendations by its directors through a letter to be delivered under a sealed cover during duty hours of the exchange. (2) jot of dividend and of all other entitlement shall be sent to the exchange not later than 14 days prior to commencements of the book closure. 16.Every listed company shall send to the exchange its monetary results, both in the case of half yearly and yearly accounts, in such from as may be prescribed by the commission as presently as these are approved by the directors of the company. 17. (1) The company shall send to the Exchange 50 copies from each one of statutory reports, one-year reports and audited accounts not later then 14 days before a meeting of the shareholders is held to consider the same. (2) The company shall send to the Exchange copies of all notices as well as resolution at the same time of their publication and discharge to the shareholders and in any case file with the Exchange certified copies of all such resolutions as soon as these have been adopted and become stiff. (3) The company shall send to the Exchange 50 copies of half yearly accounts as soon as the same are printed and/or published. 18. 1) Every listed company shall (i) despatch the interim dividend warrants to the shareholders concerned within 60 days from the date of declaration of such dividend in a meeting of the board of directors in which the same has been approved despatch the nett dividend warrants to the shareholders concerned within 60 days from the date of planetary meeting in which the same has been approved despatch the share certificates against reward issue or stock dividend to the shareholders concerned within 60 days from the date of general meeting in which the same has been approved intimate the exchange immediately as s oon as all the dividend warrants or pension share certificates ,as the case may be, are posted to the shareholders despatch interim and final dividend warrants, or motivator share certificates, as the case may be, to the shareholders by registered post or messenger service unless those entitled to receive the dividend or certificate require otherwise in writing. (ii) (iii) (iv) (v) (3) exclusively dividend warrants, in addition to the place of the registered office of the issuing companies, shall be encashable at least at all divisional head lodge for a period if six months from the date of issue. A listed company, which makes a default in complying, with the requirements of this regulation, shall pay to the Exchange penalty of Tk. 1000. 00 (Taka one thousand only) for every day during which the default continues. The Exchange may also notify the situation of such default and the name of defaulting company by notice and also by publication in the ordained Quotation list of the Exchange. whatever action under these Regulations shall be without prejudice to the action or steps taken by any other person or authority. 3) (4) VI. yearly GENERAL MEETINGS, ETC. 19. (1) A listed company shall hold its annual general meeting and lay before the said meetings balance sheet, profit and tone ending account and cash flows rehearsal within nine months following the close of its pecuniary year and in keeping with the provisions of the act. (2) A company may apply to the Exchange for extension in time under sub-regulation (1) and shall pay the following extension fees with such application (i) Extension for the first month or part thereof Tk. euchre0. 00 (ii) Extension for the 2nd month or part thereof Tk. 10,000. 00 (iii) Extension for the 3rd month or part thereof Tk. 15,000. 0 Provided that the above extension shall be allowed subject to and upon output of a letter of approval from the commission allowing a alike Extension. (3) Upon receipt of the application , with the fee corresponding to the extension applied for, the council may, in its sole discretion, grant or refuse the extension. In the payoff of refusal the fee paid with the application shall be refunded retaining 10% thereof as service charges. (4) adversity to obtain extension from the exchange or if the annual general meeting is not held within time of the extension is refused, it shall make the company liable to penalty at double the rate of extension fees provided above. (5) No save extension beyond maximum period under sub-regulation (2) shall be granted.In the event of default continuing after the final extension provided here inabove, the company shall be liable to an additional penalty at the rate of Tk. 1,000. 00 per day for every day of the default and to action of suspension or delisting as may be decided by the Exchange. The Exchange may also notify the fact of such default and the name of the defaulting company by notice and also by publication of the same in th e formal quotation List of the Exchange. 20. (1) The company shall furnish copies of minutes of its annual general meeting and of every extra-ordinary general meeting to the Exchange and the commission within 60 days of such meeting. 2) The company shall furnish to the Exchange and the commission a impartmarized list of shareholders showing the holding by friends, foreigners, institutions and general public as at 30th June and thirty-first December in each calendar year duly affirmed to be correct as and up to that date, within 30 days thereof. Failure to comply in the said behalf shall be deemed to be infringement of these regulations and, in addition, such Company shall be liable to pay a sum of Tk. 1,000. 00perdayfor each day of default until it continues. VII. 21. INCREASE OF CAPITAL &038 ALLIED ISSUES Every listed company shall immediately advice the Exchange and the commission of all decisions taken by its council of directors and / or shareholders regarding any change in a uthorized, issued or paid up capital, issue of bonus shares, right shares or refund of capital and/ or reduction of capital. 22. 1) A listed company shall issue entitlement letters or right offers to all the share holders within a period of 45 days from the date of re-opening of share transfer register of the company closed for this purpose. (2) The company shall pay the following fees for extension granted by the Exchange with regard of issuance entitlement letters, and so forth (i) for the first 15 days (ii) for the first 15 days Tk. 1,000. 00 per day Tk. 2,000. 00 per day Failure to seek extension from the Exchange shall make the company, liable to a penalty at double the rate of extension fee provided above. (3) No extension shall be granted beyond the period in sub-regulations (2).In the event of the default continuing after the final extension, the company shall be liable to an additional penalty at the rate of TK. 5000. 00 per day for each of default and also to action of sus pension or otherwise delisting by the Exchange (4) No company which has been suspended or de-listed, as the case may be, shall be restored and its shares re-quoted on Exchange until it has paid the full numerate of penalty for the days of the default and receives the assent of the Council and/or Exchange for the restoration. 23. (1) A listed company shall issue bonus shares certificates within a period of cardinal days from the date of re-opening of the share transfer register closed for this purpose according to the following time table. i) the bonus share certificates shall be despatched to the shareholders or concerned by registered post courier service unless those entitled to receive the bonus share certificates require otherwise in writing (ii) (iii) the exchange shall be immediately intimated as soon as the bonus share certificates are despatched to the shareholders the company shall pay the extension fee (as in regulation 22(2) above)for extension granted by the Exchange with regard to issuance of bonus shares no extension beyond that provided in the preceding clause shall be granted in the event of the default continuing after the final extension the company shall be liable to the penalty at the rate of Tk. 5,000. 00 per day the default continues and lso to action of suspension or de-listing by the Exchange. (iv) (v) (2) No listed company, which has been suspended or delisted, shall be restored andits share re-quoted on the Exchange until it pays penalty for the days of the default and receives the assent of the Council for restoration. VIII. LISTING OF SUBSIDIARY COMPANY &038 new(prenominal) MATTERS. 24. (1) A listed company distributing shares of its unlisted subsidiary company in the form of specie dividend, right shares or any similar distribution shall get such subsidiary company listed on the Exchange within a period of 120 days from the date of approval of such distribution by the shareholders at the meeting of such company.In case of failu re of such subsidiary company to apply for listing or refusal by the Exchange for such listing on account of insufficient public interest, or for any other reason whatsoever, the Company distributing specie dividend shall encash the shares of the subsidiary company at the option of the recipients at the set not less than the latest break-up value or face value, whichever is higher, within 30 days from the destruction of 120 days or from the date of refusal of listing whichever is earlier, failure in which behalf shall be default in which event the trading in the shares of the listed company be suspended by the Council or the company de-listed. (2) 25. Every listed company shall notify the Exchange and the Commission immediately regarding changes in its council of directors by addition or removal by death, resignation, or dis-qualification, as the case may be. 6. A listed company shall notify the Exchange and the Commission of any amendment proposed to be made in its memorandum an d articles of association before the same are placed for the approval of the shareholders. 27. A listed company shall immediately notify the Exchange and the Commission in respect of any material change in the nature of its business including acquisition or sale or acquire of major operating assets, franshise, brand name, goodwill, royalty and all relevant information such as consideration, terms of earnings, period of use of such facilities and intercommunicate gains and also risk or un genuine factors to accrue to the Company. 28.Every listed company shall advise the Exchange of (a) the decision to issue Term pay certificates and the purpose thereof, not withstanding the application is to be made to the Commission later (b) submit re-create of the application made to Commission with relevant details and certified copy of the consent order (c) all material particulars of the Term Finance Certificates including conditions governing body the issue, details of guarantees/securit ies, trustees and name of the subscribing institution (s). 29. All listed Companies shall intimate before 14 days to the Exchange and the Commission in respect of the date and time of holding of its annual general meeting or extra-ordinary general meetings. 30. All listed company shall notify the Exchange and the Commission in advance the date and time of its council meeting specially called for consideration of its accounts and for declaration of any entitlement for the shareholders. IX. DE-LISTING AND SUSPENSION. 31. 1) A listed company may be de-listed or suspended for any of the following reasons (a) if its securities are quoted beneath 50 percent of face value for a unremitting period of three calendar years provided that if the shares of the company quoted at 50 percent or above of their face value then such a rate is maintained for a continuous period of thirty working days. (b) if it has failed to declare dividend or bonus (i) for five years from the date of declaration o f last dividend or bonus or (ii) (iii) in the case of manufacturing companies, for five years from the date of commencement of commercial production and for five years from the date of commencement of business in all other cases. c) if it has failed to hold its annual general meeting for a continuous period of three years (d) if it has gone in to liquidation either voluntarily or under court order (e) if it has failed to pay the annual listing fees as prescribed in these regulations payable to the Exchange for a period of 2 years or penalty imposed under these regulation or any other dues payable to the Exchange for a period of two years (f) if it has failed to comply with the requirements of any of these Regulations (g) no company which has been de-listed or suspended shall be restored and its shares re-quoted until it removes the causes of de-listing/suspension and receives the assent of the Council or Exchange for the restoration. (2) No company will be de-listed under the tilt Regulations unless the company has been given an adequate opportunity of being heard. 32.Where no trading has taken place on the Exchange in the Securities of a listed company for a continuous period of 180 days, the Exchange, if it is satisfied that the prices quoted are not in accordance with the commercialise realities, the Exchange may declare it as not hatfuld or as an inactive stock, until such time as a subsequent trade takes place and a price is as reliableed. X. LISTING AND yearly FEES 33. (1) A company applying for listing on the Exchange, shall pay an initial listing fee equivalent to one fourth of one percent of the pay up CAPITAL, DEBENTURE AND SHARE PREMIUM, IF ANY subject to a minimum of Taka ten thousand. (2) Whenever a listed company increase the paid-up capital of any category or screen of its shares, or securities listed on the Exchange, it shall pay to the Exchange a fee equivalent to one fourth of one percent of such increase of shares and debentures along w ith share premium, if any, thereon. 3) Every listed company shall pay, in respect of each monetary year of the Exchange, commencing from 1st January and ending on 31st December next, an annual listing fee, which shall be payable by or before the 31st March in each calendar year, as per following schedule COMPANIES HAVING PAID-UP CAPITAL &038 DEBENTURES RATE OF FEE Up to Tk. 1(One) crore Up to Tk. 2 (Two) crore Up to Tk. 3 (Three) crore Up to Tk. 4 (Four) crore Up to Tk. 5 (Five) crore Up to Tk. 7. 5 (Seven &038 Half) crore Up to Tk. 10 (Ten) crore Up to Tk. 12. 5 (Twelve &038 Half) crore Up to Tk. 15 (Fifteen) crore Up to Tk. 20 (Twenty) crore Up to Tk. 25 (Twenty Five) crore Up to Tk. 30 (Thirty) crore Up to Tk. 40 (Forty) crore Tk. 10,000 Tk. 15,000 Tk. 20,000 Tk. 25,000 Tk. 30,000 Tk. 35,000 Tk. 40,000 Tk. 5,000 Tk. 50,000 Tk. 55,000 Tk. 60,000 Tk. 65,000 Tk. 70,000 Up to Tk. 50 (Fifty) crore Up to Tk. 60 (Sixty) crore Up to Tk. 70 (Seventy) crore Up to Tk. 80 (Eighty) crore Up to Tk. 100 (One hundred) crore preceding(prenominal) Tk. 100 (One hundred) crore Tk. 75,000 Tk. 80,000 Tk. 85,000 Tk. 90,000 Tk. 95,000 Tk. 1,00,000 Provided that the Exchange or Council may revise the above fees or any of the slabs or add new slabs, Provided further that every company applying for listing shall pay annual listing fee for the entire financial year of the Exchange along with the listing application irrespective of the date of its listing during that financial/calendar year. 4) The above itemization fee or any other sum fixed by the Exchange or the Council shall be payable by 31st March in advances for every financial/calendar year. Failure to pay the annual fee by 31st March shall make the company liable to pay a surcharge at the rate of 1. 5 percent (one and a half percent) per month or part thereof, until payment. However if reasonable grounds are adduced for non or delayed payment of annual fee, the Exchange or the Council may, stretch or waive the surcharge li ability. A Company applying for enlistment on the Exchange shall, in addition to other fees, pay a sum of Tk, 5,000. 00 as Service charges, which is nonrefundable in any case.In case the listing is not allowed by the Council or he Exchange, 90% of both the initial listing fee and annual listing fee shall be refunded within 60 days of such refusal after retaining 10% of the whole as impact charge. All Exchange dues shall be paid by cheques, pay orders or bank drafts pay able to the Exchange at any bank branch located in Dhaka. Without prejudice to the action which the Exchange may take under these Regulations in the event of default in payment of its dues, nothing shall prevent the Exchange from recovering such dues through flier defaulters names on the notice Council of the Exchange or by invoking the carry through of law obtaining order of the commission or of a competent court.Without prejudice to various item or other penalties provided or available under these Regulations, the Exchange or the Council shall have powers to suspend or delist a company which in the opinion of the Exchange or the Council has defaulted or contravened any Listing Regulations. (5) (6) (7) 34. (1) (2) 35. (1) (2) The suspension or delisting under the preceding sub-regulation shall be communicated to the company, the Commission and simultaneously notified to the trade, inter-ali a, by posting it on the notice board of the Exchange and publication it, if deemed demand, in the Official quotation List or a bankers bill intimation issued by the Exchange. Trading in the shares and securities of a suspended or delisted company shall forthwith case and shall not be re-commenced until the suspension with cadaverous or the listing restored by order of the Council or the Exchange.Chapter- XI move LISTING REQUIREMENTS (3) 36. While a Company stay on the official list it shall comply with the following requirements and such requirements as may be introduced from time to time the discr etion of the Exchange and provide forthwith any explanations requested by the Exchange. (A) (1) speedy Announcements to be made to the Exchange for release. A listed Company shall supply the Exchange with immediate effect. whatever information concerning the Company or any of its subsidiaries necessary to avoid the establishment of a treacherously marked in the Companys securities or which would be presumable to materially affect the price of its securities. 2) Any acquisition or government which are in the nature of trade investments and which in the opinion of the Directors is material, the fact of such disposal or acquisition and the possible for estimated effects of such disposal and acquisition on the performance and the profitability of the Company shall be communicated to the Exchange and to the shareholders simultaneously. (3) Any proposed change in the general character or nature of business of the Company or of any subsidiary thereof and particulars of any other or pr oposals for the purchase or sale of any chastenling interest or any substantial part of the assets of the Company or of any subsidiary thereof and of the decisions of the Council in that regard. (4) Any spirit to fix a book closing date and the reason thereof, scratch line the book closure date, which shall be at least 14 (fourteen) market days after the date of notification to the Exchange, along with the address of security registry at which documents will be accepted for registration.Provided however that the Exchange may direct at any time in writing to any company for effecting compulsory book closure within and for certain period of time as may be prescribed in the directive, subject to the time limits prescribed by the companies Act. 1994. Provided further that the Exchange may also direct any company at any time in writing to take provide measures for ensuring issuance of good tradable securities of the company. (5) Any recommendation or decision that a dividend will not be declared. (6) (a) (i) Any announcement of a payment of an interim dividend (including bonuses if any), the rate and total per share and date of such payment which shall be before the loss of 60 market days from the date of announcement. ii) Any recommendation of a final dividend (including bonuses if any), the date and sum of money per share and date of payment which shall be before the loss of 60 market days from the date of declaration. (b) Any decision to change the Capital Structure of the Company by way of rights or a Bonus Issue. Such information should be communicated to the Exchange by telephone no sooner the meeting is held to consider or recommend such entitlement and confirmed by letter immediately afterwards. (7) In the case of an interim dividend declared before the close of a financial year, such announcement to the Exchange shall be accompanied by a statement showing comparative varietys, based on which the declaration was made for such period of the current financial year and the corresponding period of the previous year. 8) When a dividend (Interim or Final) is declared after the close of a financial year, such announcement to the Exchange shall be accompanied by a statement showing comparative figures of the following (a) Turnover figure/Gross operating profit (b) Gross profit (c) Income from other sources (d) homework for Taxation (e) Net profit after Taxation (9) (a) The Company shall make available to the Exchange and to all shareholders in the form set out in a half yearly Financial Statements before the expiry of 1 month from the half year period, such financial Statements shall be signed by the Chairman or Chief Executive and the Finance Director or in his absence the Chief Accountant. (b) The Company shall make available to the Exchange Financial Statements before the expiry of 3 months from the end of each Financial Year even if the figure are doubtful subject and to audit. 10) Any intention to pass a resolution at any memb ers meeting shall be notified to the Exchange at the same time that it is conveyed to the shareholders and within3market days after the date of the meeting whether or not such resolution was carried. Companies shall send duly stamped proxy forms to shareholders and debenture holders in all cases where proposals other than those of a purely routine nature are to be considered at a meeting of the companys shareholders and debenture holders and such proxy forms shall be so worded that a shareholder or a debenture holder may be eligible to vote either for or against each resolution (11) Any change of address of the registered office of the Company or of any office sat which the register of the securities of the Company is unbroken. 12) Any change in the Directors, Company Secretary, Registers or Auditors of theCompany. (13) Any change of substantial share holding in the Company and details thereof. (14) Any application filed with a Court to wind up the Company or any of its subsidiarie s. The appointment or receiver of liquidator of the Company or any of its subsidiaries. (15) Any acquisition of shares of another(prenominal) company or any transaction resulting in such Company because a subsidiary of the Company. 37. yearbook published accounts and report shall contain among other information (1) A full list of Investment (quoted and unquoted) held out side the gruoup as investments by the Company. (2) Holdings in Associate and Subsidiaries with the relative percentage. 3) A distribution schedule of each class of equity security setting out the member of holders and percentage in the following categoriesNo. of Holders Holdings Less than 500 shares 501 to 5,000 shares 5,001 to 10,000 shares 10,001 to 20,000 shares 20,001 to 30,000 shares 30,001 to 40,000 shares 40,001 to 50,000 shares 50,001 to 100,000 shares 100,001 to 1,000,000 shares Over 1,000,000 shares (4) A director Report, in addition to the requirements of the Companies Act, 1994 shall contain (i) (ii) Na mes of the persons who were at any time during the Financial Year, Directors of the Company. The principal activities of the Company and its subsidiaries during the year and any changes therein. Total Holdings % (iii)Significant changes in the Companys or its subsidiaries fixed assets and the market value of land, if the value differs substantially from the book value. If any shares or debentures have been issued, the number, class and consideration received and the reason for the issue. Details of any arrangements whereby the Company enables Directors to acquire benefits by means of acquisition of share or debentures of the Company or any body corporate, explaining the effect of the arrangements and giving names of the Directors who, at any time during this year, were Directors and held, or whose nominees held, shared or debentures acquired as a result of the arrangements.A statement for each Director whether or not he had an interest in any other body corporate within the group, s pecifying the number and amount of shares and debentures held at the beginning and end of each Financial Year (or if was not a Director at the beginning of the year, the details when he became a Director). If turnover is attributable to two or more than substantially differing classes of business, the proportions in which the turnover is divided among these classes, also operating profit and asset storage allocation (iv) (v) (vi) (vii) (viii) The sum total of contributions made to government approved charities and other charities by the company. If in respect of each category, if exceeds Tk. 50,000/(ix) Where items are shown in the Directors Report quite of in the accounts of the company, the corresponding amounts for the immediately preceding year must also be shown. 3) A Chairmans Report which shall include events occurring after the Balance Sheet Date as needful by the Bangladesh chronicle Standards on Contingencies and Event occurring after the Balance Sheet Date. 38. of (a ) lodge of a valid transfer (including for the balance if any ) (b) Closing of the offer. (c) Date for acceptance. (d) The expiration of any rights to renunciation, and shall not levy a fee for such issue or executions. If for any reason, the transfer cannot be registered, notice shall be given to the lodging broker, within 5 market days with reasons for such refusal. Companies shall issues definitive certificates before the expiry of 14 commercialise days 39.The companies shall get word to the exchange on request an extract of the stock or the share register showing full details of al entries relating to the registration of stocks. Or shares entered or deleted under any particular name and the names into which any stocks or shares may have been transferred. The companies shall inform the exchange as and when a report is lodged with the company on any loss certificates or when the company discovers a forgery in a certificate of the company. 40. 41. GENERAL (1) It is the work of the Council of Directors of a company to the stop that all the requirements are met on a continuing basis so long as company remains on the official list of the Exchange. 2) In the event of any violation of the following continuing listing requirements of the Exchange, the Companies shall pay to exchange fines prescribed below Delays in submission of the half yearly report - Tk. 500/-per day (a) lays in submissions of the annual provisional accounts - Tk. 500/-per day (b) Delays in dispatching audited accounts - Tk. 500/-per day (c) Delays in payments of annual listing fees - Tk. 500/-per day (d) Delays in the registering of share transfers - Tk. 500/-per day 42. (1) All shares of public companies listed with the exchange shall be sold through the trading schema of the exchange. (2) Where,(a) transfer of the share is to be made by the registered shareholder to his close relative (i. e. pouse, son, daughter, father, mother, brother or sister) by way of gift, the transferor shall a pply to the exchange (b) transaction of such share is not possible to be effected through the trading system of the exchange under exceptional circumstance, the dole outer, or the pledgee (for effecting transfer of the pledged share in the pledgees name in case of default of the pledgor), shall apply to the SEC through the exchange, in Form III for prior approval to effect such transfer or transaction, as the case may be Provided, however, that a service charge to the extent of Tk. 0. 05% on the closing price of the scrip shall be payable to the exchange for each transfer, and that the closing price of the scrip prevailing on the day of approval accorded by the exchange, or the SEC, as the case may be, shall be taken as the price of the scrip for the purpose of such service charge. Chapter XII CORPORATE revelation POLICY 43.Out line of Exchange Disclosure policies The Exchange considers that the conduct of a fair and not bad(p) market requires, every listed Company to make avail able to the public information necessary to informed investing and to take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information. In applying these fundamental principle, the Exchange has adopted the following six specific policies concerning apocalypse, each of which is discussed in further details in regulation 44. (1) adjacent Public Disclosure of Material Information A listed company is essential to release material information to the public in a manner designed to obtain its fullest possible public dissemination. (2) Through public public exposure A Listed Company is required to release material information to the public in a manner designed to obtain its fullest possible public dissemination. 3) Clarification or Confirmation of Rumours and Reports Whenever a listed company becomes, or is made aware of a bruit or report true or false, that contains information that is likely to have, or has had an effect on the trading i n the companys securities or would likely to have a electric charge on investment decisions, the company is required to publicly clarify the rumour reports as promptly as reports as possible. (4) Response to Unusual Market Action Whenever odd market action takes place in a listed companys securities, the company is expected to make inquiry to determine whenever or other conditions requiring corrective action exists, and if so, to take, whatever action is ppropriate.If, after the companys review, the unusual market action remains unexplained it may be appropriate for the company to announce that there has been no material development in its business and affairs not antecedently disclosed to its knowledge, nor any other reason to account for the unusual market action. (5)UnwarrantedPromotionalDisclosure A listed company should refrain from promotional disclosure act which exceeds what is necessary to enable the public to make informed investment decisions. Such occupation includ es inappropriately worded news release, public announcements not justified by actual development in a company affairs, exaggerated reports or predictions, gilt wording and other forms of over give tongue to or overzealus disclosure activity which may mislead investors and cause unwarranted price movements and activity in a companys securities. 6) Insider Trading Insiders should not trade on the basis of material information which is not known to the investing public. Moreover, insiders should refrain from trading, even, after material information has been released to the press an other media, for a period at least 5 market days to permit through public dissemination and evaluation of the information. (7) Buy/Sell of Shares by Sponsors Every sponsor (which include every director, promoter, officer and / or other sponsor) or listed companies required to report to the Exchange in writing almost his/her/theirintention to buy or sell or otherwise dispose off the shares held by him/he r/them in he concerned company in the following format at least four working days before the scheduled date for disposal / acquisition of the shares with copy to the securities and Exchange Commission. Format Report to Exchange under regulation 43 (7) of the listing regulations of the Exchange 1. 2. 3. 4. 5. 6. (s) Name of the Company Name with full address of the sponsor Folio No. in the Company Quantity of shares to buy/sell Scheduled date(s) for buy/sell Details of disposal/acquisition planned for other than through Stock Exchange &8212&8212&8212&8212&8212&8212&8212&8212&8212&8212&8212Signature of the Sponsor Place &8212&8212&8212&8212&8212Signature verified by Date &8212&8212&8212&8212&8212&8212(Seal &038 Signature with date of the authorised official of the company) 44.EXPLANATION OF EXCHANGE DISCLOSURE POLICES Explanation of exchange disclosure polices The Exchange Disclosure Policies shall be interpret and understood in the way these are explained in the schedule 45. The Exchange Listing Department in primarily responsible for day to day relations amid listed companies and The Exchange. When unusual market action occurs it is reported to the Manager. In many cases by checking with market Surveillance, the Manager will try to tactile sensation the reason for the action to a specific cause such as recently disclosed information, or rumours, market surveillance may also check broker firms as to the source and reason for activity stemming from their particular firms.If no explanation of the unusual activity is revealed the Exchange may call officials of the company to determine whether the cause of the action is known to them. If the action appears to be attributable to a rumour or report or to material information that has not been publicly disseminated, the Company is requested to take appropriate corrective action and it may be advisable to halt trading until such action has been taken. 46. Consultation with The Exchange Listing Manager Listed Companies are urged to contact the Exchange as early as possible whenever problems are encountered or anticipated in interpreting or applying the Exchanges disclosure policies.By means of such advance consultation, effective liaison between companies and the Exchange can be maintained 47. Power of exempt fines. The Exchange shall have the power to exempt any listed company from payment of fines leviable under these regulations on application for reasons stated in writing. FORM I (See regulation 6(i)) APPLICATION FOR LISTING OF SECURITIES WITH DHAKA STOCK EXCHANGE To The Secretary Dhaka Stock Exchange Dhaka. Dear Sir, We hereby apply for the listing of our. (name of the Company) on your Stock Exchange. 2. Necessary information and documents as required in the annexure to this form are furnished. Yours faithfully, Signature &038 Address CC to The Securities &038 Exchange Commission Dhaka 48.ANNEXURE TO FORM The following particulars and authenticated documents shall be annexed to th e listing application, namely 1. Memorandum and Articles of Association and, in case of Participatory Redeemable Capital, a copy of the trust deed 2. Copies of prospectus issued by the company in respect of any security already listed on the Stock Exchange. 3. Copies of balance sheets and audited accounts for the last five completed years or for a shorter number of years if the Company has been in existance only for such shorter years/period 4. A plan history of the company since incorporation giving details of its activities including any re-organization changes in its capital structure and borrowings. 5.A statement showing (a) Dividends and cash bonus and/or bonus shares or right shares issued during a last 10 years or such shorter period as the company may have been is existence (b) Dividends or interest in arrears, if any. 6. Certified copies of agreements or other documents relating to arrangements with or between (a) Vendor and/or promoters. (b) Underwriters. (c) Brokers. 7 . Certified copies of agreements with (a) Managing agents. (b) change agents. (c) Managing director and expert directors. 8. A statement containing particulars, dates of and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents except those entered into in the normal course of the ompanys business or intended business together with a brief descriptions of the terms of such agreements or contracts. 9. Certified copies of the agreements with the BSB, BSRS, ICB and any other financial institutions. 10. Names and address of the directors and persons holding ten percent or more of any class of equity security as on the date of application together with the number of shares of debentures held by each. 11. Particulars of security for which listing is sought. 12. extra/information/documents that may be called by the Exchange. FORM II (See regulation 6 (xix)) FORM FOR SUBMISSION OF UNDERTAKING A ND PAYMENT OF FEES Dated To The Secretary Dhaka Stock Exchange Limited Dhaka.Dear Sir, Re LISTING ON THE STOCK EXCHANGE With reference to our listing application under share 9 of the Securities and Exchange Ordinance, 1969, we enclose herewith the following (1) An unconditional undertaking under the Common Seal of the company duly signed in accordance with the provisions contained in our Articles of Association. (2) A remittance of TK. . toward initial Listing Fee at the rate of one-forth of one percent of the Paid-up Capital, debenture bond and share Premium of TK. subject to a minimum of Taka ten thousand. (3) A remittance of TK. . toward annual Listing Fee. (4) A remittance of TK. . toward the service charge. Yours faithfully SIGNATURE &038 ADDRESS ANNEXURE TO FORM II FORM OF UNCONDITIONAL UNDERTAKING ON NON-JUDICIAL STAMP PAPER (See Regulation 5) Dated. To The Secretary Dhaka Stock Exchange Limited Dhaka.Dear Sir, UNDERTAKING We undertake, unconditionally, to abide by the listi ng Regulations of the Dhaka Stock Exchange Limited which presently are, or hereunder may be in force. We further undertake (1) That our shares and securities shall be quoted on the Ready Quotation List and / or the well-defined List at the discretion of the Exchange. (2) That the Exchange shall not be bound by our request to remove the shares or securities from the ready Quotation List and / or the Cleared List. (3) That the Exchange shall have the right, at any time to suspend or remove the said shares or securities for any reason which the Exchange considers sufficient in public interest. (4) That such provisions in the Articles of Association of our Company or in any declaration or basis relating to any security as are or otherwise not deemed y the Exchange to be in conformity with the listing Regulations of the Exchange shall, upon being called upon by the Exchange, be amended to supersede the Articles of Association of our company or the declaration or basis relating to any s ecurity and (5) That our company and / or the security may be delisted by the Exchange in the event of non-compliance and breach of the Regulations and / or of this undertaking after giving an opportunity of being heard to us. Yours faithfully, NAME AND SIGNATURE OF AUTHORISED PERSON (S) WITH COMMON impression OF THE COMPANY Schedule (See regulation 44) EXPLANATION OF EXCHANGE DISCLOSURE POLICIES 1. indemnity of immediate public Disclosure of Material Information (i) Ques. What standards should be employed to determine whether disclosure should be made?autonomic nervous system Immediate disclosure should be made of information about a companys affairs or about events or conditions in market for the companys securities which meets either of the following standards (a) (b) Where the information is likely to have a solid effect on the price of any of the companys securities, or Where such information (after any necessary interpretation by securities analyst or other experts) is li kely to be considered important, by a reasonable investor in determining his choice of action. (ii) Ques. What kind of information about a companys affairs should be disclosed? autonomic nervous system Any material information of a factual nature that has a bearing on the value of a companys securities or on investor decisions as to whether or not to invest or trade in such securities.Included is information, known to the company, concerning the companys property, business financial conditions and prospects, mergers and acquisitions and dealings with employees, suppliers, customers and others as well as information concerning a probative change in ownership of the companys securities owned by insiders or representing control of the company. The Exchange does not normally consider disclosure of a companys internal estimates or projections of its earning or of other data relating to its affairs to be necessary. If such estimates or projections are released, they should be prepared ca refully, on an reasonable factual basis and should be stated realistically, with appropriate qualifications.Moreover, if such estimates or projections subsequently appear to have been mistaken, they should be promptly and publicly corrected. (iii) Ques. What kind of events and conditions in the market for a companys securities may require disclosure? Ans. The price of a companys securities, as well as a reasonable investors decision whether to buy or sell those securities, may be affected as much by factors directly concerning the market for the securities as by factors concerning the Companys business. Factors directly concerning the market for a Companys securities, or events materially affecting the size of the Public issue of its securities.While, as is noted above a company is expected to make appropriate disclosure about significant change in insider ownership of its securities, the company should not indiscriminately disclose publicly any knowledge it has of the trading acti vities of outsiders, such as trading by unit trusts or other institutions, for outsiders normally have a legitimate interest in preserving the confidentiality of their securities transactions. (iv) Ques. What are some specific examples of a companys affairs or market conditions typically requiring disclosure? Ans. The following events, while not comprising a complete list of all the situations which may require disclosure are particularly likely to require prompt announcement (a) a joint venture, mergers, acquisitions or take overs. b) the declaration or omission of dividends or the decision of earnings. (c) the acquisition or loss of a significant contract. (d) a significant new product or discovery. (e) a change in control or a significant change in management. (f) a call of securities for redemption. (g) the borrowing of a significant amount of funds. (h) the public private sale of significant amount of additional securities. (i) significant litigation (j) the purchase or sale of significant assets. (k) a significant change in capital investment plans. (l) a significant labor dispute with sub-contractors or suppliers. (m) a tender offer for another companys securities. (n) an event of default on nterest and/or principal payment in respect of loans (v) Ques. When may a company properly carry on information? Ans. Occasionally, circumstances ascend in which provided that complete confidentiality is maintained a company may temporarily refrain from publicly disclosing material information. The following circumstances where disclosures can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. Thus, in cases of doubt, the presumption must always be in favor of disclosure (a) When immediate disclosure would prejudice the ability of the company to pursue its corporate objectives.Although public disclosure is generally necessary to protect the interest of investors, circumstances may occasionally a rise where disclosure would prejudice a companys ability to achieve a valid corporate objective. Public disclosure of plan to acquire certain real state for example, could result in an increase in the company cost of the desired acquisition or could prevent the company from carrying out the plan at all. In such circumstances, if the unfavorable result to the company outweighs the undesirable consequences of non-disclosure, disclosure may properly be deferred to a more appropriate time. (b) When the facts are in a state of flux and a more appropriate moment for disclosure is imminent.Occasionally corporate developments give rise to information which, although material, is subject to rapid change. If the situation is about to energise or resolve itself in the near future, it may be proper to withhold public announcements concerning the same subject but based on changing facts may confuse or mislead the public rather than earn it. In the course of a successful negotiation for the a cquisition of another company, for example, the only information known to each party at the counterbalance may be the willingness of the other to hold discussions. Shortly thereafter it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in principle may be reached on specific terms.In such circumstances a company need not issue a public announcement at each stage of constantly changing facts but may await agreement in principle on specific terms. If, on the other hand, progress in negotiation should stabilise at some other point, disclosure should then be made if the information is material. Whenever the material information is being temporarily withheld, the strictest confidentiality must be maintained, and the company should be prepared to make an immediate public announcement, if necessary. During this period, the market action of the companys securities should be closely watched, since unusual market activity frequently signifie s that a Leak may have occurred.Company or securities laws may restrict the extent of permissible disclosures before or during a public offering of securities or a solicitation of proxies. (vi) Ques. What action is required if rumors occur while material information is being temporarily withheld? Ans If rumours concerning such information should develop, immediate public disclosure becomes necessary. (vii) Ques. What action is required if insider trading occurs while material information is being temporarily withheld? Ans. Immediate public disclosure of the information is question must be effective if the company should learn that insider trading has taken or is taking place.In unusual cases, where the trading is insignificant and does not have any influence on the market measures sufficient to halt the insider trading and prevent its recurrence are taken exceptions might be made which should be discussed with the Exchange. The Exchange listing department can provide current informa tion regarding market activity in the Companys is securities with which to help assess the significance of such trading. (viii) Ques. How can confidentiality best be maintained? Ans. In formation, that is to be kept confidential should be confined, to the extent possible to the highest possible echelons of management and should be disclosed to officers, employees and other on a need to know basis only. Distribution of paper work and other data should be held to a minimum.Where information must be disclosed more broadly to company personnel or others, their attention should be drawn to its confidential nature and to the restrictions that apply to its use, including the prohibitions of insider trading. It may be appropriate to require each person who gains access to the information to report any transaction which affects in the companys securities to the company. If companys accountants or financial or public relations advisers or other outsiders are consulted, steps should be taken t o ensure that they maintain similar precautions within their respective organizations to maintain confidentiality. (2) insurance policy of through public Dissemination (i) Ques.What special disclosure techniques should a company employ? Ans. The steps requires are as foll