LISTING
WHY TO FOR PUBLIC
In the era of free economy and democracy, stock market
provided an effective linkage between large pool of investors and
entrepreneurs. Investors on their free will want to take risk and invest
directly with the project and like to posses share of ownership and
profit.
Borrowing and their prescheduled compulsory debt servicing
could be avoided if company is listed.
The management of a public company must be accountable to
their shareholders, which in turn play a role in ensuring that the company
operates in an efficient manner. Shareholders will benefit from the
enhancement of the company's operational efficiency.
Once listed access to additional long-term capital is often
easier. You can issue right shares or capitalize profit by issuing bonus
share.
If your company is listed it pays less tax. At the current
rate, listed companies pay at 7.50% less corporate tax than those who are
not listed.
Your company’s name in the newspapers and other media will
also help marketing of company product and service. It has been found that
shareholders are often loyal to their own company’s brand.
Listing on the Exchange generally increases the liquidity of
the listed securities. Entrepreneurs may love to develop one project
successfully , run it in a transparent way and then change into cash it
when needed for the sake of developing another one.
Being listed in the stock exchange raises the prestige of a
company immeasurably. A listed company presents a positive public image.
This image plays an important role in boosting the company’s credibility.
Being a listed company can help attract foreign investment
in the firm, opening up opportunities for business expansion and
modernization. [Top]
WHY TO LIST ON CSE
CSE is the first bourse to automate the nationwide trading
system on June, 1998. The Exchange uses the latest in communication
technology to give instant access from every location of the country.
Currently there are 129 Members of the Exchange and all are corporate body
ready to serving a wide base of investors.
Online real time trade matching system ensures
accountability and transparency in the market that helps to enhances
investors confidence.
CSE extended its network to the abroad by introducing
Internet Trading System. Internet Trading System enables an investor from
abroad to have an access to our Market through the System.
CSE trading system provides trade and post-trade information
to the investors. The investor knows the depth of the market on real time
basis. The system shows the best 5 buy and sell orders and also the total
number of securities available for buying and selling in the market.
The settlement period for good category of companies is
shorter and the Exchange as a counter party of the executed trade
successfully completes the settlements though the trading network is vast.
The CSE network disseminates the corporate disclosure such
as financial report, announcements of book closure dividend, bonus,
rights, takeover, mergers etc. are disseminated across the country thus
minimizing scope for price manipulation or insider trading.
Listing fees at Chittagong Stock Exchange are very
competitive and reasonable.
Market analysis and investors’ relations
Chittagong Stock Exchange has a research cell for continuos
market status apperception an understanding investors’ general behavior.
This profits listed company’s. [Top]
HOW TO LIST
CSE while list a company considers ensuring that the
companies meet the listing criteria of the Exchange and also considers the
sufficiency of public interest in the company.
The main eligibility criteria for initial listing contained
in CSE Listing Regulations is as follows:
-
The Company shall be a Public Limited Company under the
Companies Act,1994
-
Minimum Paid up capital of the applicant company shall be
BDT Ten Million (USD 0.20 million)
-
Share subscription must be by at least 250 applicants
In case your company fulfils the criteria, please fill in
the listing application form and send the documents as mentioned in the
regulation III(6) of the LISTING REGULATION for further processing. [Top]
LISTING FEES
- Initial Listing fee:
- Up to Tk. 10 crore of Paid-up capital @ 0.25%
- Above Tk. 10 crore of paid-up capital @ 0.15
However, the total listing fee shall be minium of Tk. 10,000 (ten thousand)
and maximum of Tk. 20 lac.
- Annual Listing Fee:
Slab/Paid-up Capital (Tk. In Million) |
Rates of Annual Listing Fees in Taka. |
| |
|
|
Up to |
10 |
10,000 |
| Above |
10 |
& |
Up to |
20 |
15,000 |
| Above |
20 |
& |
Up to |
30 |
20,000 |
| Above |
30 |
& |
Up to |
40 |
25,000 |
| Above |
40 |
& |
Up to |
50 |
30,000 |
| Above |
50 |
& |
Up to |
75 |
35,000 |
| Above |
75 |
& |
Up to |
100 |
40,000 |
| Above |
100 |
& |
Up to |
125 |
45,000 |
| Above |
125 |
& |
Up to |
150 |
50,000 |
| Above |
150 |
& |
Up to |
200 |
55,000 |
| Above |
200 |
& |
Up to |
250 |
60,000 |
| Above |
250 |
& |
Up to |
300 |
65,000 |
| Above |
300 |
& |
Up to |
400 |
70,000 |
| Above |
400 |
& |
Up to |
500 |
75,000 |
| Above |
500 |
& |
Up to |
600 |
80,000 |
| Above |
600 |
& |
Up to |
700 |
85,000 |
| Above |
700 |
& |
Up to |
800 |
90,000 |
| Above |
800 |
& |
Up to |
1000 |
95,000 |
| Above |
|
|
Above |
1000 |
100,000 |
The Board of CSE has the right to ease any condition in case of a deserving case.[Top]
LISTED COMPANY INFORMATION
COMPANY PROFILE
COMPANY ADDRESS
COMPANY DISCLOSURE (YEAR WISE)
DISCLOSURE PROCEDURE
The investors have equal and prompt access to company’s price-sensitive
information. Listed companies are required to file full, accurate and
timely information disclosures to the investors.
This will guarantee fair and orderly trading at the Exchange. CSE
monitor whether the listed company notify timely and orderly the news of
any notice of the Meeting and entitlement, or any decision related to the
shareholders immediately.
Essential information, which may affect the stock prices, investment
decisions, or investor interests, must be disclosed within a specific
period, according to the table below:
| |
|
| A price sensitive information to the
Exchange |
Within 30 minutes of the completion of
the Board Meeting |
| A report of every sponsor or director of
a listed |
Before 30 working days of |
| company disclosing his intention to buy
or |
his expressing such |
| sell or otherwise dispose of securities
in the company. |
intention |
| The audited financial statement requires
to be submitted |
Within 134 days from the date on which
the financial years ends |
| Half Yearly Financial Statement shall be
transmitted |
Within one month of close of the first
half-year |
The Exchange disseminates the information through their
respective trading terminals immediately after receiving thereof from the
listed company.
Some information also requires to be disseminated through
the newspapers by the issuers for its shareholders after sending the news
to the Exchange or the SEC. [Top]
DIRECT LISTING
Direct Listing is a doorway to list with the Exchange for
the company who
-
does not require to increase its existing
paid up capital but want to list its securities for prestige, liquidity
benefit or any other reasons and
-
intent to off load the existing shares of the
shareholders for privatization purpose.
1. Eligibility criteria for direct listing : The
public limited company having minimum paid
up capital of taka 100(one hundred) million may apply for
direct listing to CSE if it is/has
-
No accumulated loss
-
Regular in holding the AGM
-
in commercial operation for at least
immediate last five years and
-
has profit in three years out of the
immediate last five completed accounting/financial years with steady
growth pattern.
2. Application for Listing: The application fee for
Listing is Tk. 10,000/-(ten thousand). The Exchange examines among others
the following documents while giving approval to the listing:
-
Audited financial statements for the last
five years.
-
A Credit rating report issued by the credit
rating company registered with the Commission with minimum investment
grade of “BBB".
-
Due diligence certificate from the directors
-
No objection certificate from the lending
bank(s) /financial institutions of the company
-
Status of loan including information
concerning loan default
-
‘Information Document’
3. Information about the company to the General Public :The
company shall prepare an ‘Information Document’ for the purpose of
communicating to the general public the information required to an
investor for their investment decision. ‘Information Document’ shall be
published in at least two widely circulated national dailies minimum 7
(seven) days before commercial trade upon listing by the Exchange.
4. Disposal of Shares : The existing shareholders of
the concerned company shall sell the shares through the Exchange upon
listing. At least 10% of their shareholdings in the company must be
offered for sell to the public within 30(thirty) working days from the
date of listing.
However they are not permitted to sell more than 50% of his
existing shareholdings until
the company holds the annual general meeting after
completion of one full accounting year of the company upon listing with
the Exchange. Relevant resolution of the shareholders in the general
meeting of the company in this respect is to be submitted to the Exchange
while applying for listing.
5. Trading and Settlement procedure:
Dematerialization of the securities is a must for
direct listing. Compliance of CSE listing regulations and
any other securities law by the listed company and the procedure of
trading and settlement of their securities transactions are same as
applicable to any other listed securities of the Exchange. [Top]
CORPORATE GOVERNANCE GUIDELINE
The Securities and Exchange Commission has initiated
‘Corporate Governance’ guidelines for the listed companies on 9th February
2006. The guidelines are not compulsory for the listed companies but the
reasons for non-compliance of the provision of the guidelines have to be
explained to the Commission:
1. The number of Board of Directors should not be less than
5 (five) and more than twenty. The Banks, non-bank financial institutions,
insurance companies and statutory bodies shall follow the prescription of
their respective primary regulators in this regard.
2. Appointment of at least one-fifth of the total number of
the company’s board of directors should be ‘independent non-shareholders
directors’ in the Board.
3. The Chairman and the Chief Executive officer
simultaneously can not be the same person and the Board should clearly
define their respective roles and responsibilities.
4. The “Directors’ Report” prepared as per Companies Act may
include additional statements on :-
i. The financial statement presents fairly company’s state
of affairs, the results of its operation, cash flows and change is equity.
While preparing the financial statement -
-
The accounting estimates are based on
reasonable and prudent judgement
-
Appropriate accounting policies have been
consistently applied
-
IAS is followed in preparation of the
financial statements
-
Proper books of accounts have been maintained
ii. Internal control system is effectively designed and
monitored,
iii. Disclosure on company’s ability as a going concern and
if not so then the fact along with the reasons thereof,
iv. Explanation on the significant deviation from last year
in operating results, if so happened,
v. Summarize of at least last three years key operating and
financial data,
vi. Reasons for non declaration of dividend (if not
declared) for the year,
vii. Significant plans and decisions along with future
prospects and risks,.
viii. Number of Board Meetings held during the year and
attendance by directors,
ix. Aggregate number of shares held by:
-
Parent/Subsidiary/Associate companies,
-
Directors, CEO, Company Secretary, CFO, Head of Internal
Audit and their spouse and minor children,
-
Top five salaried employs other than the above mentioned
persons
-
Shareholders holding ten percent or more voting interest
in the company
5. The Companies is required to appoint a Chief Financial
Officer (CFO), a Head of Internal Audit and a Company Secretary. The CFO
and Company Secretary are required to attend the Board meeting.
6. The companies will form an Audit Committee comprising of
at least three members including at least one independent non-
–shareholder director. The Audit Committee shall assist the Board in
handling the issues, which might be overlooked and ensures a good
monitoring system within the business.
7. The Committee is required to make report on its
activities to the Board. An immediate report have to made to the Board on
the following findings:
8. The Board of Director shall rectify everything, which as
per Committee Report has material impact on the financial condition and
results of operation of the Company. The Committee has to report to the
Commission if the Board has unreasonably ignored the rectification.
9. The company will not engage its external/statuary
auditors to provide the Bookkeeping, Broker-dealer, Actuarial, Internal
audit services or any other service that the Audit committees determine.
The guidelines will definitely help to protect the rights of
minority shareholders as well as ensure more transparency and
accountability in the Management of the companies. [Top]
DE LISTING
Grounds for explicit de-listing/cancellation of listing
criteria are as follows:
-
Fails to comply with the requirements of any
of CSE listing regulations;
-
Where the Exchange considers it necessary for
the protection of investors;
-
Fails to pay penalty or any other dues
payable to the exchange for a period of two years;
-
Fails to declare dividend or bonus:
i) for five years from the date of declaration of last dividend or
bonus; or
ii) in the case of manufacturing companies, for five years from the date
of commencement on commercial production; or
iii) for five years from the date of commencement of business in all
other cases
-
Fails to hold its AGM for a continuous period
of three years;
-
Gone into liquidation either voluntarily or
under court order;
-
Fails to pay the annual list fees for a
period of 2 years;
-
If securities are quoted below 50 per cent of
face value for a continuous period of three calendar years.
No company will be de-listed from CSE unless the company has
been given an adequate opportunity of being heard. Neither stock exchange
nor SEC got any guidelines or rules relating to procedure for de-listing. [Top]
OVER-THE COUNTER
A new phase for the listing facility in the Capital Market.
OTC is designed for two segments of companies
- The companies who are
delisted from trading
- Growth companies who are preparing for coming to
the stock exchange.
CSE established Over the Counter facilities with a specific
facilitate small & medium innovative and high growth enterprises, in
raising resources efficiently through the capital market. [Top]
IPO SHOWCASE |