Chittagong Stock Exchange Limited.
LISTING
WHY TO FOR PUBLIC

 

The best way to raise fund for your company

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.

Reduced reliance on debt finance

Borrowing and their prescheduled compulsory debt servicing could be avoided if company is listed.

Enhancement of efficiency

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.

Outreach to investors for future finance need

Once listed access to additional long-term capital is often easier. You can issue right shares or capitalize profit by issuing bonus share.

Tax Benefit

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.

Increased visibility

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.

Liquidity

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.

Prestige

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.

Attract Foreign Investment

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

Trading from many cities: out reach to vast investors

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.

Transparency

Online real time trade matching system ensures accountability and transparency in the market that helps to enhances investors confidence.

Internet Trading System

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.

Visibility

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.

Short settlement period

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.

Facility to the listed companies to broadcast their corporate announcements

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.

Very competitive low Listing Fees

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
  1. Initial Listing fee:
    1. Up to Tk. 10 crore of Paid-up capital @ 0.25%
    2. 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.

  2. 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:

Salient features of the guidelines are:

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:

  • conflict of interest;

  • suspected or presumed fraud or irregularity or material defect in the internal control system

  • suspected infringement of laws

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:

  1. Fails to comply with the requirements of any of CSE listing regulations;

  2. Where the Exchange considers it necessary for the protection of investors;

  3. Fails to pay penalty or any other dues payable to the exchange for a period of two years;

  4. 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

  5. Fails to hold its AGM for a continuous period of three years;

  6. Gone into liquidation either voluntarily or under court order;

  7. Fails to pay the annual list fees for a period of 2 years;

  8. 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

  1. The companies who are delisted from trading
  2. 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]

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