In exercise of
the power conferred by section 34(1) of the Securities and Exchange
Ordinance, 1969 (XVII of 1969), Chittagong Stock Exchange Ltd., with
the prior approval of the Securities and Exchange Commission, makes
the following Regulations, namely:
Short tittle:
These regulations may be called the Chittagong Stock Exchange
(Direct Listing) Regulations, 2006.
These Regulations shall be applicable for direct listing of shares of
public limited companies.
Requirements concerning capital and operation:
The concerned company
shall have minimum paid up capital of taka 100(one hundred)
million;
shall have no accumulated loss;
shall be in commercial operation for at least immediate last
five years;
shall have profit in three years out of the immediate last
five completed accounting/financial years with steady growth
pattern; and
is regular in holding annual general meeting.
Listing:
The Company shall apply to the Chittagong Stock Exchange (the
Exchange) with an application fee of Tk. 10,000/-(ten thousand), and
shall simultaneously furnish a copy thereof, along with the copies
of documents mentioned under sub regulation (ii), to the Securities
and Exchange Commission (SEC).
The Company shall, among others, submit the following
documents along with the application :
Memorandum of Association and Articles of Association;
A brief profile of the company, including brief particulars
of existing sponsor-directors of the company;
Certificate of incorporation and certificate of commencement
of business;
Audited financial statements for the last five years;
Members/ shareholders list together with shareholding
position;
Return of allotment(s) filled with the Registrar of Joint
Stock Companies and Firms;
Existing material agreements including deed of mortgage (if
any);
Status of loan including information concerning loan default,
if any, of the company;
VAT and Tax identification numbers;
Due diligence certificate from the directors as per format
prescribed by the Exchange;
No objection certificate from the lending bank(s) /financial
institutions of the company, if any, where applicable;
Undertaking in the prescribed form as laid down in the
listing regulations of the Exchange to the effect that the company
shall comply with the securities laws including requirements of the
said listing regulations upon listing with the Exchange;
Relevant resolution(s) of the shareholders in the general
meeting of the company and the Board’s resolution, if so authorised,
for the purpose of listing with the Exchange;
Credit rating report issued by the credit rating company
registered with the Commission with minimum investment grade of
“BBB”;
Information Document as per format prescribed by the
Exchange;
The shareholders resolution in respect of disposal of shares
in accordance with the regulation 5.
Upon receipt of the application, the Exchange shall examine
and inform the company within 15 (fifteen) days from the receipt of
the application, with a copy to the Commission , to remove the
deficiencies, if any, within 30 (thirty) days from the date of
receipt from the Exchange.
The Exchange shall furnish to the Commission the copies of
all information and documents received from the company pursuant to
the Exchange’s letter mentioned under the sub-regulation (iii)
within the following working day of receipt.
After fulfillment of all requirements by the company, the
Exchange shall list the company’s shares within three weeks from the
date of publication of the Information Document, as mentioned in
regulation 4, under intimation to the Commission, provided there is
no contrary opinion of the Commission in this respect.
In case of failure to fulfil the requirements by the company,
the Exchange shall reject the application for listing showing
reasons thereof, under intimation to the Commission, within
60(sixty) days from the date of application.
The company shall publish an Information Document in at least two
widely circulated national dailies minimum 7 (seven) days before
commercial trade upon listing by the Exchange along with an
electronic copy for posting in the web page of the Exchange.
Disposal of shares:
Existing shareholders of the company shall sell their shares
through the Exchange upon listing.
No existing shareholder of the company shall 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 :
Provided that the existing shareholders
shall offer for sell at least 10% of the shareholding in the company
within 30(thirty) working days from the date of listing.
Trading and settlement:
Trading of the shares listed under these Regulations shall be
in dematerialized form.
Existing provisions of trading and settlement of transactions of the
Exchange shall be applicable in respect of the shares listed under
these regulations.
