In exercise of the power conferred by section 34(1) of the Securities and Exchange Ordinance, 1969 (XVII of 1969), Chittagong Stock Exchange Ltd., with the prior approval of the Securities and Exchange Commission, makes the following Regulations, namely: -
¹ The words “fully owned by the government” inserted after the word” companies” as per SEC order no.
SEC/CMRRCD/2006-161/08 dated December 31, 2009.
²The words “stock exchanges” substituted for the words “ Chittagong Stock Exchange (the Exchange)” by
the SEC Order of SEC/CMRRCD/2006-161/133 dated 4th June 2009
(c) Certificate of incorporation and certificate of commencement of business;
(d) Audited financial statements for the last five years;
(e) Members/ shareholders list together with shareholding position;
(f) Return of allotment(s) filled with the Registrar of Joint Stock Companies and Firms;
(g) Existing material agreements including deed of mortgage (if any);
(h) Status of loan including information concerning loan default, if any, of the company;
(i) VAT and Tax identification numbers;
(j) Due diligence certificate from the directors as per format prescribed by the Exchange;
(k) No objection certificate from the lending bank(s) /financial institutions of the company, if any, where applicable;
(l) Undertaking in the prescribed form as laid down in the listing regulations of the Exchange to the effect that the company shall comply with the securities laws including requirements of the said listing regulations upon listing with the Exchange;
(m) Relevant resolution(s) of the shareholders in the general meeting of the company and the Board’s resolution, if so authorised, for the purpose of listing with the Exchange;
(n) Credit rating report issued by the credit rating company registered with the Commission with minimum investment grade of “BBB”;
(o) Information Document as per format prescribed by the Exchange;
(p) The shareholders resolution in respect of disposal of shares in accordance with the regulation 5.
iii) Upon receipt of the application, the Exchange shall examine and inform the company within 15 (fifteen) days from the receipt of the application, with a copy to the Commission , to remove the deficiencies, if any, within 30 (thirty) days from the date of receipt from the Exchange.
iv) The Exchange shall furnish to the Commission the copies of all information and documents received from the company pursuant to the
Exchange’s letter mentioned under the sub-regulation (iii) within the following working day of receipt.
v) After fulfillment of all requirements by the company, the Exchange shall list the company’s shares within three weeks from the date of publication of the Information Document, as mentioned in regulation 4, under intimation to the Commission, provided there is no contrary opinion of the Commission in this respect.
vi) In case of failure to fulfil the requirements by the company, the Exchange shall reject the application for listing showing reasons thereof, under intimation to the Commission, within 60(sixty) days from the date of application.
¹Provided that the existing shareholders shall offer for sell at least 25% of the shareholdings in the company within 30(thirty) trading days from the date of commencing the normal trading i.e. after the price of the listed share is discovered and fixed following the book building method as prescribed by SEC through Securities and Exchange Commission (Public Issue) Rules, 2006, to the extent those are applicable or relevant in these respect.
¹ The proviso of regulation 5 “Provided that the existing shareholders shall offer for sell at least 10% of the
shareholding in the company within 30(thirty) working days from the date of listing” is substituted by new
proviso by the SEC Order of SEC/CMRRCD/2006-161/133 dated 4th June 2009.
¹5. A. Allocation /Distribution:
10% (ten percent) of the said 25% shareholdings shall be allocated/distributed to the eligible institutional bidders following the procedures prescribed for determining price under the book building method, balance quantity shall be available for general investors through normal trading system of the stock exchanges.
² 5.B. Lock-in:
There shall be lock-in of 15(fifteen) trading days from the first trading day on the security issued to the eligible institutional investors through book building method.
³ 5.C. Others:
(i) The existing shareholders (i.e. sponsors/directors) shall be restricted from buying the company’s share until complete disposal of the targeted 25% shareholdings.
(ii) The selling broker of the existing shareholders shall disclose through the stock exchanges the total number of shares sold everyday along with the cumulative quantity sold and the quantity of unsold shares until completion of sale of the said targeted 25% shareholdings.”
Chittagong Stock Exchange Limited
¹-5 Inserted vide SEC Order of SEC/CMRRCD/2006-161/133 dated 4th June 2009