1. Short title and extent of applicability:
(1) These Regulations may be called the “Listing Regulations of the Chittagong Stock Exchange Limited – CSE”.
(2) The Regulations shall apply to all companies and Securities applying for listing and those listed on the Exchange.
2. (1) In the Regulations, unless there is anything repugnant in the subject or context:
(2) Words or expression defined in the Act and the Ordinance shall, except those defined herein or where the subject or the context forbids, bear the same meaning as in the Act and the Ordinance or either of them and in the case of word or expression bears different meanings under both the Act and the Ordinance that meaning which is carried or included in the Act shall prevail and have preferred application.
3. (1) No dealings in Securities of a Company shall be allowed on the Exchange, either on the Ready Quotation Board or Cleared List, unless the Company or the Securities have been listed and permission for such dealing had been granted in accordance with these Regulations.
(2) The permission under sub-regulation (1) may be granted upon an application being made by the Company or in respect of the Securities in the manner prescribed. The Exchange, in granting such permission will consider among other things, sufficiency of public interest in the Company or the Securities.
(3) The Exchange shall decide the question of granting permission within a maximum period of three months from the date of receipt of listing application. In case the permission is refused, the reasons thereof will be communicated to the applicant and the Commission within two weeks of the decision.
(4) The Board will be the sole authority to grant, defer or refuse such permission and may for that purpose, relax any of these regulations subject only to two-third majority of the directors present at such meeting of the Board and so resolving by the majority of them.
*(5) Par/face value of each share, stock, bond, debenture or any security of a company to be listed on the Exchange shall be no less than Taka 10.00 (taka ten)
* Inserted as per order No. SEC/CMRRCD/2008-187/129 dated May 28, 2009 of Securities and Exchange Commission
4. (1) The application for listing shall be made by the applicant-Company or on behalf of the security in the prescribed form and will be accompanied by the fees, specified in the Regulations.
(2)The Board may require additional evidence, declarations, affirmations and information as also other forms to be filled up and all such requisitions shall be deemed to be prescribed requisitions for the purpose of a proper application for consideration by the Board for listing.
(3) If an application together with the additional information referred to in sub-regulation (2) is not submitted, the Board may defer consideration or decline to consider it in which case such application will stand disposed of as refused. However, the applicant may move a fresh application after six months from the date of such refusal unless the Board otherwise decides.
(4) An applicant-Company or security applying for listing shall furnish full and authentic information in respect thereof and such other particulars as the Board or the Exchange may require from time to time. All routine particulars may be called for by the Chief Executive.
5. (1) No listing of a Company or Securities shall be permitted unless the
Company or the authorised representative on behalf of the Securities has provided as undertaking under a common seal and authorisd signature to abide by these regulations.
(2) The Company and/or the authorised representative in respect of Securities, as the case my be, shall further undertake:
6. The following documents and particulars duly certified by the Company or the Company Secretary 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:
7. (1) No Company will apply for listing or be listed unless it is registered under the Act as a public limited Company or has been set up under a statute and its minimum paid-up capital is Taka ten million.
(2) Despite receiving the application for listing and any preliminary actions thereon, no Company shall be listed unless it has made a public issue, which is subscribed by not less than 250 applications.
(3) The requirements of sub-section (1) or (2) shall not apply to listing of Securities, other than shares of companies, unless any law so requires or the Commission, in the exercise of its powers under the Ordinance, so directs.
8. (1) The prospectus of offer for sale shall be submitted to and cleared
by the Exchange before an application for its approval is made to the Commission. The Exchange may require additional information, data, certification or requirement to be included in the prospectus or the offer for sale. If any applicant fails to comply with such requirements, the Exchange may refuse to issue clearance under these Regulations.
(2) The prospectus or the offer for sale shall conform to and in accordance
with the requirements and provisions of the Act and/or the Ordinance and any other law or legal requirement for the time being applicable. The application made to the Commission shall, amongst other things, be accompanied by the clearance given by the Exchange under sub regulation (1).
(3) Without prejudice to the foregoing, the prospectus or the offer for sale shall fulfil all requirements of the law and of the Commission and shall state that:-
(4) The prospectus or offer for sale with the proforma application form shall be published by the Company in at last one Newspaper each at Chittagong and Dhaka or as the Exchange may in addition require, at least 7 (seven) days in advance but not more than 30 (thirty) days before the due date of the opening of the subscription list.
(5) The Company shall make available to the Exchange and to the bankers to the issue for 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 Company shall also accept applications on identical copy/forms.
(6) Applications for shares shall be accepted only through bankers to the issue, whose names shall be included in the prospectus or the offer for sale.
(7) The directors or the officers, as the case may be, shall not participate in subscription of shares offered to the general public.
9. (1) The Company shall inform the Exchange of the subscription received,
which information shall be communicated in writing under the hand of an authorised person with certificate(s) from bankers to the issue, within seven working days of the closing of subscription.
(2) The Company shall take a decision within 10 days of the closure of subscription list as to what applications have been accepted or are successful.
(3) The Company shall refund the application money in case of unaccepted or unsuccessful applications within 15 days of the date of such decision.
(4) In case the application for listing is refused by the Exchange, for any or whatsoever reasons, the Company shall forthwith pay without surcharge all money received from applicants in pursuance of the prospectus or the offer for sale, and if any such money is not repaid within twenty days after the Company becomes liable to repay it, the directors of the Company shall be, jointly and severally, liable to repay it, the repay that money with surcharge at the rate of one percent for every month or part thereof from the expiration of the 15th day.
(5) In case of over-subscription, the Company or the officers, as the case may be, shall immediately submit to the Exchange copies of the ballot register or successful applications
The Company shall despatch all allotment letters for securities in marketable lots, within 40 days closing of the subscription lists and keep ready all security certificates concerned, affixing hologram on them , within 90 (ninety) days of the date of issue of the allotment letter under intimation to Exchange.
(6) Provided however that for trading purpose all allotment letters as well as Form – 117 must bear rubber stamp with the word “certified/verified” under signature of the Company Secretary, both in original, on the top right hand side of the same and that no allotment letter shall be acceptable by the Exchange after 140 (one and forty) days of closing of the subscription lists.”
(7) Any Company which makes a default in complying with the requirements of these Regulations or any of its sub-regulation, shall pay to the Exchange a penalty of Tk.1,000/- ( Taka One Thousand only) for every day during which the default continues. The Exchange may also notify the fact of such as default and the name of the defaulting Company by notice and also by publication in the Ready Board Quotations of the Exchange.
(8) Any action under these Regulations shall be without prejudice to the action or steps taken by any other person or authority.
10. The Company or the offerers shall, within 45 days of closing of subscription list, pay brokerage to the members of the Exchange at the minimum rate of one percent of the value of the shares actually sold through them.
11. (1) The Company shall split allotment letters and letters of right into marketable lots within 10 days of receipt of such applications.
(2) The Company shall consolidate or split, as may be required by a holder in writing, share certificates into marketable lots within 45 days of receipt of such application. The Company may charge an amount, which shall not exceed Tk.20.00 for each share certificate, except in the case of those issued or to be issued in market lots.
12. (1) The Company shall verify the signature of shareholders within 72 hours of such a request.
(2) The Company shall complete shares transfer and have ready for delivery the share certificates lodged for registration of transfer within 45 days of the application for such transfer and its registration.
13. (1) The Company shall give a minimum of 14 days notice to the Exchange prior to closure of Share Transfer Books for any purpose.
(2) The Company shall treat the date of posting as the date of lodgment of
shares for the purpose for which shares transfer register is closed, provided that the posted documents are received by the Company before relevant action has been taken by the Company.
(3) The Company shall issue transfer receipts immediately on receiving the shares for transfer.
(4) The Company shall not charge any transfer fee for transfer of shares.
(5) The Company shall provide a minimum period of 7 days but not exceeding 15 days at a time for closure of Share Transfer Register, for any purpose, not exceeding 45 days in a year in the whole.
14. No listed Company shall exercise any lien whatsoever on fully paid shares and nor shall there by any restriction on transfer of fully paid shares. The same shall apply to all listed Securities.
15. (1) Every listed Company shall advise and keep advised by appropriate writings the Exchange 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 trading hours of the Exchange.
(2) Intimation of dividend and of all other entitlement shall be sent to the Exchange not later than 14 days prior to commencement of the book closure.
16. Every listed Company shall send to the Exchange its financial results, both in the case of half year and annual accounts in such form as may be prescribed by the Commission as soon as these are approved by the directors of the Company.
17. (1) The Company shall send to the Exchange 30 copies each of statutory reports, annual reports and audited accounts not later than 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 resolutions at the same time their publication and despatch to the shareholders and also file with the Exchange certified copies of all such resolutions as soon as these have been adopted and become effective.
(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:
(2) All dividend warrants, in addition to the place of the Registered Office of the issuing companies, shall be encashable at least at all divisional headquarters and port city for a period of six months from the date of issue.
(3) A listed Company, which makes a default in complying, with the requirements of this Regulation, shall pay to the Exchange penalty of Tk.1,000.00 ( Taka one thousand only) for every day during which the default continues. The Exchange may also notify the fact of such default and the name of defaulting Company by notice and also by publication in the official Quotation List of the Exchange.
(4) The Board may suspend or if it so decides, delist any Company, which makes a default in complying with the requirements of this Regulation.
(5) Any action under these Regulations shall be without prejudice to the action or steps taken by any other person or authority.[Top]
19. (1) a listed Company shall hold its Annual General Meeting and lay before
the said meeting balance sheet and Profit and Loss Account within nine months following the close of its financial 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 :
Provided that the above extension shall be allowed subject to and upon production of a letter of approval from the Commission allowing a similar extension.
(3) Upon receipt of the application, with the fee corresponding to the extension applied for, the Board may, in its sole discretion, grant or refuse the extension. In the event of refusal the fee paid with the application shall be refunded-retaining 10% thereof as service charges.
(4) Failure 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 further extension beyond the maximum period under sub-regulation (2) shall be granted. In the event of default continuing after the final extension provided herein above, the Company shall be liable to an additional penalty at the rate of Tk.1,000 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 the Official Quotation List of the Exchange.
(6) The Board may suspend/delist any Company, which makes a default in complying with the requirements of this Regulation and/or fails to pay the penalty payable hereunder or imposed by 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 within 60 days of such meeting.
(2) The Company shall furnish to the Exchange and the Commission a complete list of all its shareholders as at the 31st December in each calendar year, duly affirmed to be correct as and upto that date, within 30 days thereof. Failure to comply in the said behalf shall be deemed to be violation of these Regulations and, in addition, such Company shall be liable to pay a sum of Tk.1,000 per day to each day of default until it continues.
21. Every listed Company shall immediately advise the Exchange of all decisions taken by its Board of Directors and/or Shareholders regarding any change in authorised, 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
shareholders within a period of 45 days from the date of re-opening of shares 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 to issuance of entitlement letters, etc :
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-regulation (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.5,000 per day for each of default and also to action of suspension or otherwise delisting by the Exchange.
(4) No Company, which has been suspended or delisted, as the case may be, shall be restored and its shares re-quoted on Exchange until it has paid the full amount of penalty for the days of the default and receives the assent of the Board and/or Exchange for the restoration.
23. (1) A listed Company shall issue Bonus Shares Certificates within a period of sixty days from the date of re-opening of the share transfer register closed for this purpose according to the following timetable:
i) the Bonus Share Certificate shall be despatched to the shareholders
concerned by registered post or courier service unless those entitled to receive the bonus share certificates require otherwise in writing.
ii) the Exchange shall be immediately intimated as soon as the bonus share certificates are despatched to the shareholders.
iii) 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.
iv) no extension beyond that provided in the preceding clause shall be granted.
v) in the event of the default continuing after the final extension the Company shall be liable to a penalty at the rate of Tk.5,000 per day the default continues and also to action of suspension or de-listing by the Exchange.
(2) No listed Company, which has been suspended or de-listed, shall be restored and its shares re-quoted on the Exchange until it pays penalty for the days of the default and receives the assent of the Board for restoration.
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 a meeting of such Company.
(2) In case of failure 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 a price not less than the current breakup value or face value, whichever is higher, within 30 days from the expiry 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 Board or the Company de-listed.
25. Every listed Company shall notify the Exchange immediately regarding changes in its Board of Directors by addition or removal by death, resignation, or disqualification, as the case may be.
26. A listed Company shall obtain prior clearance of the Exchange for any amendment proposed to be made in its Memorandum and Articles of Association before the same are placed for the approval of the shareholders.
27. A listed Company shall immediately notify the Exchange in respect of any material change in the nature of its business including acquisition or sale or purchase of major operating assets, franchise, brand name, goodwill, royalty and all relevant information such as consideration, terms of payment, period of use of such facilities and projected gains and also risk or uncertain factors to accrue to the Company.
28. Every listed Company shall advise the Exchange of :
29. All listed companies shall intimate before 14 days to the Exchange in respect of
the date and time of holding of the Annual General Meeting or Extra-Ordinary General Meetings.
30. All listed Companies shall notify the Exchange in advance the date and time of its board meeting specially called for consideration of its accounts and for declaration of any entitlement for the shareholders.
31. 1) a listed Company may be de-listed or suspended for any of the following reasons:
2) No Company will be de-listed under the Listing 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 market realities, may accept in cases where the earlier quotation is below par value and, with the prior approval of the Commission, quote such Companies at par from the one hundred and eighty first day, irrespective of the price earlier prevalent.[Top]
33. 1) A Company applying for listing on the Exchange, shall pay an initial listing fee equivalent to one forth of one percent of the PAID-UP CAPITAL subject to a maximum of take one million
2) Whenever a listed Company increase the paid-up capital of any class or class of its shares, or Securities listed on the Exchange, it shall pay to the Exchange a fee equivalent to one forth of one per cent of such increase.
3) Every listed Company shall pay, in respect of each financial 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 :
Provided that the Exchange or Board may revise the above fees or any of the slabs or add new slabs with the approval of the Commission
Provided further that every Company applying for listing shall pay annual list 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 listing fee or any other sum fixed by the Exchange or the Board shall be payable by 31st March in advance for every financial/calendar year.
5) Failure to pay the annual fee by 31st March shall make the Company liable to pay a surcharge at the rate of 1 percent ( one per cent) per month or part thereof, until payment. However, if reasonable grounds are adduced for non or delayed payment of annual fees, the Exchange or the Board may, reduce or waive the surcharge liability.
(Tk. In Million)
|Rates of Annual Listing Fees in Taka|
* Note : As per Rule No. 16(1)(iv) of Securities and Exchange Commission (Public Issue) Rules 2006 (dated 20th February 2006) of Securities and Exchange Commission the Initial Listing Fee of stock exchange(s) shall be as follows:
Initial Listing fee:
[Since SEC rules shall prevail over CSE Regulations so the above rule of SEC shall be applicable forInitial Listing Fee of CSE)
6) A Company applying for enlistment on the Exchange shall in addition to other fees, pay a sum of Tk.5,000 as Service Charges which is non-refundable in any case.
7) In case the listing is not allowed by the Board or the Exchange, 90% of both the initial listing fee and annual listing fee shall be refunded within sixty days of such refusal after retaining 10% of the whole as processing charges.
34. 1) All Exchange dues shall be paid by cheques, pay orders or bank drafts payable to the Exchange at any bank branch located in Chittagong.
2) 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 posting defaulters names, on the notice board of the Exchange or by invoking the process of law and obtaining order of the Commission or of a competent court.
35. 1) Without prejudice to various specific or other penalties provided or available under these Regulations, the Exchange of the Board shall have powers to suspend or delist a Company, which in the opinion of the Exchange or the Board has defaulted or contravened any Listing Regulations.
2) The suspension or delisting under the preceding sub-regulation shall be communicated to the Company and simultaneously notified to trade, inter-alia, by posting it on the notice board of the Exchange and publishing it, if deemed necessary, in the Official Quotation List or a Circular or intimation issued by the Exchange.
3) Trading in the shares and Securities of a suspended or delisted Company shall forthwith cease and shall not be recommenced until the suspension is withdrawn or the listing restored by order of the Board or the Exchange.
36. While a Company remains on the official list it shall comply with the following requirements and such requirements as may be introduced from time to time at the discretion of the Exchange and provide forthwith any explanations requested by the Exchange.
(A) Immediate announcements to be made to the Exchange for release.
A listed Company shall supply the Exchange with immediate effect:
1) Any information concerning the Company or any of its subsidiaries necessary to avoid the Establishment of a false market in the Company’s Securities or which would be likely to materially affect the price of its Securities.
2) Any acquisition or disposal which are in the nature of trade investments and which in the opinion of the Directors is material, the fact of such disposal or acquisitions and the possible or estimated effect 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 offer or proposals for the purchase or sale of any controlling interest or any substantial part of the assets of the Company or of any subsidiary thereof and of the decisions of the Board in that regard.
4) Any intention to fix a book closing date and the reason thereof stating the book closure dated which shall be at least 14 market days after the date of notification to the Exchange and 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 appropriate 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 amount per share and date of such payment, which shall be before the expiry of 60 market days from the date of announcement.
(ii) Any recommendation of a final dividend (including bonuses if any), the rate and amount per share and date of payment which shall be before the expiry of 60 market days from the date of declaration.
(b) Any decision to change the Capital Structure of the Company by way of a Rights or a Bonus Issue.
Such information should be communicated to the Exchange by telephone no sooner then 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 figures, 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 on 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.
9) (a) The Company shall make available to the Exchange and to all shareholders in the form set out in Appendix I of this Chapter a Half Yearly Financial Statement before the expiry of 1 month from the Half Year period. Such Financial Statement 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 a Financial Statement before the expiry of 3 months from the end of each Financial Year in the form as set out in Appendix 1 and 2 of this Chapter even if the figures are provisional and subject to audit.
10) Any intention to pass a resolution at any members’ meeting shall be notified to the Exchange at the same time that it is conveyed to the shareholders and within 3 market 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 Company’s 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 offices at which the register of the Securities of the Company is kept.
12) Any change in the Directors, Company Secretary, Registrars or Auditors of the Company.
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 subsidiaries.
15) Any acquisition of shares of another Company or any transaction resulting in such. Company becoming a subsidiary of the Company.
37. Annual published accounts and report shall contain among other information :
1) A full list of Investments (quoted and unquoted) held outside the group as investments by the Company.
2) Holdings in Association and Subsidiaries with the relative percentage.
3) A distribution schedule of each class of equity security setting out the number of holders and percentage in the following categories :
|No. of Holders||Holdings||Total Holdings %|
|Less than 500 shares|
|500 to 5000 shares|
|5001 to 10,000 shares|
|10001 to 20,000 shares|
|20001 to 30,000 shares|
|30001 to 40,000 shares|
|40001 to 50,000 shares|
|50001 to 100,000 shares|
|100000 to 1,000,000 shares|
|Over 1,000,000 shares|
4) A Directors’ Report in addition to the requirements of the Companies Act, 1994 shall contain :
(3) A Chairman’s Report which shall include events occurring after the Balance Sheet Date as required by the Bangladesh Accounting Standard on “Contingencies and Events occurring after the Balance Sheet Date.”
38. Companies shall issue definitive certificates before the expiry of 14 market days of :
39. The companies shall disclose to the Exchange on request an extract of the Stock or Share Register showing full details of all 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.
40. 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.[Top]
1) It is the duty of the Board of Directors of a Company to ensure that all the requirements are met on a continuing basis so long as the 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 the Exchange fines prescribed below:
42. (1) All shares of public companies listed with the exchange shall be sold through the trading system of the exchange.
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.”.
43. Outline of Exchange Disclosure Policies
The Exchange considers that the conduct of a fair and orderly market requires every listed Company to make available 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 this fundamental principle, the Exchange has adopted the following six specific policies concerning disclosure, each of which is discussed in fuller details in resolution 44.
44. Explanation of Exchange Disclosure Policies
(1) Policy on Immediate Public Disclosure of Material Information :
(i) Ques: What standards should be employed to determine whether disclosure should be made ?
Ans : Immediate disclosure should be made of information about a Company’s affairs or about events or conditions in the market for the Company’s Securities which meets either of the following standards :
(a) Where the information is likely to have a significant effect on the price of any of the Company’s Securities, or
(b) Where such information (after any necessary interpretation by Securities analysts or other experts) is likely to be considered important, by a reasonable investor in determining his choice of action.
(ii) Ques : What kind of information about a Company’s affairs should be disclosed ?
Ans : Any material information of a factual nature that has a bearing on the value of a Company’s Securities or on investor decisions as to whether or nor to invest or trade in such Securities. Included is information, known to the Company, concerning the Company’s business financial conditions and prospects, mergers and acquisitions; and dealings with employees, suppliers, customers and others; as well as information concerning a significant change in ownership of the Company’s Securities owned by insiders or representing control of the Company.
The Exchange does not normally consider disclosure of a Company’s internal estimates or projections of its earnings or of other data relating to its affairs to be necessary. If such estimates or projections are related, they should be prepared carefully, on a 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 Company’s Securities may require disclosure ?
Ans : The price of a Company’s Securities, as well as a reasonable investor’s 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 Company;s business. Factors directly concerning the market for a Company’s 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 activities of outsiders, such as trading by unit trusts or other institutions, for such outsiders normally have a legitimate interest in preserving the confidentiality of their Securities transactions.
(iv) Ques : What are some specific examples of a Company’s affairs of market conditions typically requiring disclosure?
Ans : This following events, while not comprising a complete list of all the situations which may require disclosure are particularly likely to require prompt announcements:
(v) Ques : When may a Company properly withhold information ?
Ans : Occasionally, circumstances arise 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 favour 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 arise where disclosure would prejudice a company’s ability to achieve a valid corporate objective. Public disclosure of a plan to acquire certain real estate for example, could result in an increase in the Company’s cost of the desired acquisition or could prevent the Company from carrying out the plan at all. In such circumstances, if the unfavourable 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 stabilise or resolve itself in the near future, it may be proper to withhold public announcements until a firm announcement may be made since successive public announcement concerning the same subject but based on changing facts may confuse or mislead the public rather than enlighten it.
In the course of a successful negotiation for the acquisition of another Company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter it may become apparent to the parties that is is likely an agreement can be reached. Finally, agreement in principle may be reached on specified 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 the negotiations 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 Company’s Securities should be closely watched, since unusual market activity frequently signifies that a “leak” has 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 enquired if rumours 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 in question must be effected 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 hold 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 information regarding market activity in the Company’s Securities with which to help assess the significance of such trading.
(viii) Ques : How can confidentiality best be maintained ?
Ans : Information, 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 others on a need to know basis only. Distribution of paper work and other data should be held to a minimum. Where the 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 transactions which affects the Company’s Securities to the Company. If Company’s accountants or financial or public relations advisers or other outsiders are consulted, steps should be taken to ensure that they maintain similar precautions within their respective organisations to maintain confidentiality.
(3) Policy of thorough Public Dissemination
(i) Ques : What special disclosure techniques should a Company employ ?
(a) Disclosure of material information can often be mad after the market closes. Otherwise, when it is necessary to make disclosure of material information before or during trading hours, the Exchange expects a Company to notify the Exchange in advance of such disclosure if the material information is of a non-routine nature or is expected to have a substantial impact on the market for the Securities of the Company. The Exchange with the benefit of all the facts provided by the Company will be able to consider a temporary halt in trading pending an announcement would be desirable on the Company or its Securities, but provides an opportunity for disseminating and evaluating the information released.
Such a step frequently helps avoid rumours and market instability as well as the unfairness to investors that may arise when material information has reached part but not yet all of the investing community. Thus in appropriate circumstances, the Exchange can often provide a valuable service to investors and listed companies by arranging for such a halt.
(b) At the time of Public Disclosure
As a minimum, any public disclosure of material information should be made by an announcement released simultaneously to the business and financial news media and the Chittagong Stock Exchange.
Companies may also wish to broaden their distribution to other news or broadcast media such as those in the location of the companies plants or offices and to trade publications. The information in question should always be given to the media in such way as to promote publication by them as promptly as possible i.e. telephone or in writing by hand delivery in both bases on an immediate release basis. Companies are cautioned that some of these media may refuse to publish information given by telephone until it has been confirmed in writing or may require written confirmation after its publication.
Forty copies of all public announcement should be sent to the Executive
(ii)Ques :How does the policy on thorough public dissemination apply to meeting with Securities analysts, journalists, stockholders and others ?
Ans : The Exchange recommends that companies observe
an open door policy in dealings with analysts, journalists, stockholders and others. However, under no circumstances, should disclosure of material corporate developments be made on an individual or selective basis to analysts, stockholders or others persons unless such information has previously been fully disclosed and disseminated to the public. In the event that material information is inadvertently disclosed on the occasion of any meetings with analysts or others, it must be publicly disseminated as promptly as possible by the means described above.
(3) Policy of Clarification of Confirmation of Rumours and Reports
(i) Ques: What rumours and reports must be clarified or confirmed
Ans: A public circulation by any means whether by an
article published in a newspaper, by a brokers market letter or by word of mouth information either correct or false which has not been substantiated by the Company and which is likely to have or has had an effect on the price of the Company Securities or would be likely to have a bearing on investment decision must be clarified or confirmed.
(ii) Ques: What response should be made to rumours or reports
Ans: In the case of material rumour or report containing erroneous information which has been circulated, the Company should prepare an announcement denying the rumour or report and setting forth facts sufficient to clarify any misleading aspect of the rumour. In the case of a material rumour or report containing information that is correct an announcement setting forth the facts should be prepared for public release. In addition in the case of false rumour or report a reasonable effort should be made to bring the announcement to the attention of the particular group that initially distributed it. In the case of an erroneous newspaper article for example by sending a copy of the announcement to the newspaper’s financial editor or in the case of an erroneous market letter by sending a copy to the broker responsible for the letter.
In the case of rumour or report predicting future sales, earnings or other data no response from the Company is ordinarily required. However if such a report is manifestly based on erroneous information or wrongly attributed to the Company source, the Company should respond promptly to the supposedly factual elements of the rumour or report in the same manner as to other false rumours and reports of a supposedly factual nature. Moreover if a rumour or report contains a prediction that is clearly erroneous that Company should ensure an announcement to the affect that Company itself has made no such predictions and currently knows of no facts that would justify making such prediction.
(4) Policy or Response to Unusual Market Action
(i) Ques: What is the significance of unusual market activity from the standpoint of disclosure ?
Ans: Where unusual market action, in price movement, trading activity, or both occurs without any apparent publicly available information which would account for the action, it may signify trading by persons who are acting either on unannounced information or on a rumour or report whether true or false, about the Company. Most often, of course, unusual market activity may not be traceable either to insider trading or to a rumour or report. Nevertheless the market action itself may be misleading to investors who are likely to assume that a sudden and appreciable change in the price of a Company’s stock must reflect a parallel change in its business or prospects similarly unusual trading volume even when not accompanied by a significant change in price tend to encourage rumours and give rise to excessively speculative trading activity which may be unrelated to actual developments in the affairs.
(ii) Ques: What response is required of a Company when unusual market action in its Securities takes place ?
(A) First the Company should attempt to determine the reason for the market action by considering in particular (a) whether any information about its affairs which would account for the action has recently been publicly disclosed. (b) whether there is any information of this type that has not been publicly disclosed in which case the unusual market action may signify that a leak has occurred and (c) whether the Company is the subject of rumour or report.
If the Company determines that the market action results from material information that has already been publicly disseminated generally no further announcement is required. Although if the market action indicates that such information may have been misinterpreted it may be helpful after discussion with the Exchange to issue a clarifying announcement.
If the market action results from the leak of previously undisclosed information, the information in question must promptly be disseminated. If the market results from a false rumour or report, the Exchange policy in correction of such rumour and report should be complied with. Finally if the Company is unable to determine the cause of the market action, the Exchange may suggest that the Company make a public announcement to the effect that there have been no undisclosed recent developments affecting the Company or its affairs which would account for the unusual market activity.[Top]
(5) Policy on Unwarranted Promotional Disclosure
Ques: What is unwarranted promotional disclosure activity ?
Ans: Disclosure activity beyond that necessary to inform investor and explicably essential as an attempt to influence Securities prices is considered to be unwarranted and promotional. Although the distinction between legitimate public relations activities and such promotional activity is one that most necessarily be drawn from the facts of a particular case; the following are frequent instances of promotional activity :
(a) A series of public announcement unrelated in volume or frequency to the materiality of actual developments in a Company’s business and affairs.
(b) Premature announcement of products still in the developments stage with unproven commercial prospects.
(c) Promotions and expense-paid trips or the seeking out of meetings or interviews with analysts and financial writers which could have the effect of unduly influencing the market activity in the Company’s Securities and are not justified in frequency or scope by, the need to disseminate information about actual developments in the Company’s business and affairs.
(d) Press release or other public announcement of a one-sided or unbalanced nature
(e) Company’s or product advertisement which in effect promote the Company’s Securities.
(6) Policy on Insider Trading :
(i) Ques: Who are Insiders ?
Ans: All persons who came into possession of material inside information, before its public release are considered Insiders for the purpose of the Exchange’s disclosure policies. Such persons include controlling shareholders, directors, officers and employees and frequently also include outside attorneys, accountants, investment bankers, public relation advisers, advertising agencies, consultants and other independent contractors. The husbands, wives, immediate families and those under the control of Insiders may also be regarded as insiders. Where acquisition or other negotiations are concerned, the above relationship apply to the other parties to the negotiations as well. Finally, for purpose of the Exchange disclosure policy, insiders include tepees who come into possession of material inside information.
(ii) Ques: What is Insider Information ?
Ans : Insider Information is that which has not been publicly released and which is intended for use solely for a corporate purpose and not for any personal use and which the Company withholds.
(iii) Ques: What is Insider Trading ?
Ans: Insider Trading refers not only to the purchase or
sale of a Company Securities but also to the purchase or sale of Options with respect to such Securities. Such trading is deemed to be done by an Insider whenever he has any beneficial interest, direct or indirect in such Securities or Options regardless of whether they are actually held in his name.
Included in the concept of Insider Trading is tipping, or revealing inside information to outside individuals to enable such individuals to trade in the Company Securities on the basis of undisclosed information.
(iv) Ques: How soon after the release of material information any Insiders begin to trade ?
Ans: This depends both on how thoroughly and how quickly after its release the information is published by the news media services and the press. In addition, following dissemination of the information, Insider should refrain from trading until the public has had an opportunity to evaluate it thoroughly. Where the effect of the information on investment decisions is readily understandable, as in the case of earnings, the required waiting period will be shorter than where the information must be interpreted before its bearing on investment decisions can be evaluated. While the waiting period is dependent on the circumstances, the Exchange recommends that, as a basic policy, when dissemination is made in accordance with Exchange policy insiders should wait for at least 24 hours after the general publication of the release in news media.
(v) Ques: What steps can companies take to prevent Insider Trading ?
Ans: Companies can establish, publish, and enforce effective procedures applicable to purchase and sale of its Securities by officers, directors, employees and other insiders designed not only to prevent improper trading but also to avoid any question of the propriety of insider purchases or sales. One such procedure might require corporate insiders to restrict their purchases and sales of the Company’s Securities with following the release of the annual statements, or other releases setting forth the financial condition and status of the Company. Another could involve the purchase of a Company’s Securities on a regular periodic basis by an agent over which neither the Company nor the individual has any control.
(7) Content & Preparation of Public Announcement
(1) Exchange requirements
The content of a press or other public announcement is as important as its timing. Each announcement should :
(a) Be factual, clear and concise
(b) Contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the Company.
(c) Be balanced and fair. Thus the announcement should avoid :
(i) Omission of important unfavourable facts or the lighting of facts;
(ii) Presentation of favourable possibilities as certain, or as more probable than is actually the case;
(iii) Presentation of projections without sufficient qualification or without sufficient factual basis;
(iv) Negative statements phrased so as to create a positive implication e.g. “The Company cannot now predict whether the developments will have a materially favourable effect on its earnings” (creating the implication that developments will eventually have a materially favourable effect.);
(v) Use of promotional jargon calculated to excite rather than to inform;
(d) Avoid over technical language and should be expressed to the extent possible in language comprehensible to the
(e) Explain if the consequence or effects of the information on the Company future prospects cannot be assessed why this is so.
(f) Clarify and point any reasonable alternatives where the public announcement undertakes to interpret information disclosed.
(2) Preparation of Announcements
The following guidelines for the preparation of press release and other public announcements should help companies to ensure that the content of such announcements will meet the requirements discussed above.
(a) Every announcement should either be prepared or reviewed by (i) a Company official having familiarity with the matters about which disclosure is to be made, and (ii) a Company official familiar with the requirements of the Exchange as well as any applicable requirements of the Securities Laws.
(b) Since skill and experience are important to the preparation and editing of accurate fair and balanced public announcements, the Exchange recommends that a limited group of individuals within the Company be given this assignment on a continuing basis ( since a press announcement usually must be prepared and released as quickly as possible; however, the group charge with this assignment should be large enough to handle problems that arise suddenly and unexpectedly).
(c) Issue of press release and other public announcements must be made under the authority of the management.
The Exchange Listing Department is primarily responsible for day to day relations between 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 trace 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. It 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 Exchange’s disclosure policies. By means of such advance consultation, effective liaison between Companies and the Exchange can be maintained.
47. Power to exempt fines
The Exchange shall have the power to exempt any listed Company from payment of fines leviable under these listing regulations on application for reasons stated in writing.
The Chief Executive Officer
Chittagong Stock Exchange (Guarantee) Limited
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
Signature & Address
c.c. The Securities & Exchange Commission
The following particulars and authenticated documents shall be annexed to the listing application, namely ;
The Chief Executive Officer
Chittagong Stock Exchange Limited – CSE
Re: LISTING ON THE STOCK EXCHANGE
Without reference to our listing application under Section 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.................. towards initial Listing Fee at the rate of one fourth of one per cent of the Paid-up Capital of Tk......................., subject to a maximum of Taka One million.
(3) A remittance of Tk. ............... towards annual Listing Fee as per your Listing Regulations.
(4) A remittance of Tk. ................... towards the service charges.
Signature & Address
The Governing Board of Directors
Chittagong Stock Exchange Limited – CSE
We undertake, unconditionally, to abide by the Listing Regulations of the Chittagong Stock Exchange (Guarantee) Limited which presently are, or hereinafter may be in force.
We further undertake :
(1) That our Shares and Securities shall be quoted on the Ready Quotation board and/or the Cleared 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 Board 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 agreement relating to any other security as are or otherwise not deemed by 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 nominee relating to the other Securities to the extend indicated by the Exchange for purposes of amendment and we shall not raise any objection in relation to a direction by the Exchange for such amendment; 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.
To: The Chittagong Stock Exchange Ltd.
APPLICATION FOR APPROVAL TO THE GIFTING OF SHARE OF A PUBLIC COMPANY LISTED WITH THE STOCK EXCHANGE OUTSIDE THE TRADING SYSTEM OF THE EXCHANGE
Kindly accord approval to my intention to gift the following share to the beneficiary named hereunder:
The undersigned transferor hereby confirms the genuineness of relationship declared herein above, and also undertakes to be held responsible for the consequences, if any, as a result of any incorrect or misleading statement contained in this application.
Signature of the transferor
Folio No./ BO No.
For Office Use
Approved (subject to signature verification of the applicant by concerned listed company/ by the authorized officer of concerned Depository Participant) by the Chittagong Stock Exchange Ltd.:
Time allowed for execution:
The Securities and Exchange Commission
Through: Chittagong Stock Exchange Ltd.:
APPLICATION FOR GRANTING APPROVAL TO THE TRANSACTION/ TRANSFER OF SHARE IN A PUBLIC COMPANY LISTED WITH THE STOCK EXCHANGE OUTSIDE THE TRADING SYSTEM OF THE EXCHANGE
Kindly grant approval to effect the under mentioned transaction/ transfer outside the trading system of the exchange:
Signature of the proposed seller/
Applicable Folio No./ BO No.
For Office Use
Recommendation (subject to signature verification of the applicant by concerned listed company/ by the authorized officer of concerned Depository Participant)) of the Chittagong Stock Exchange. :
Forwarded to the Securities and Exchange Commission: