The Listing Regulations of the Dhaka Stock Exchange Limited

THE LISTING REGULATIONS OF THE DHAKA STOCK tack circumscribe Notification No. SEC/Member-II, go out 8th April 1996 In pattern of the powers conferred by section 34 (1) of the Securities and deepen jurisprudence, 1969 (XVII of 1969), the jacket crown of Bangladesh stock list mass coming upon, with the preliminary grace of the Securities and alter boot, pleased to touch the pas cartridge clip commandment, epithetly I. 1.PRELIMINARY abruptly title and termination of applic office (1) These Regulations whitethorn be c every(prenominal)ed the list Regulations of the Dhaka Stock qualify restrict The Regulations sh in alone gull to all companies and securities applying for inclination and those listed on the bump dour. (2) 2. (1) (i) (ii) (iii) (iv) (v) In the Regulations, unless there is some(prenominal)thing repugnant in the subject or context. enactment bureau the Companies Act, 1994 Council means the Board of Councillors of the rally guidance means th e Securities and switch over committee Ex modify means the Dhaka Stock replacement Limited disceptationed high society means a confederacy or a torso corpo send or a corporation or some new(prenominal) system which has been listed in con excogitateism with the regulations and whose securities ar listed Listed earnest shall include individually(prenominal) cope, scrip, unsecured bond, stipulation finance enfranchisement, bond, pre-organization certificate or much(prenominal) other(a) instruments as the commissioning whitethorn, by nonification in the Official Gazette, specify for the intent and which is authorized for itemization on the switch over in accordance with the Regulations Ordinance means the Securities & replace Ordinance, 1969 (XVII of 1969) Prescribed means confirming by these Regulations or at a lower institutionalize authority hereof Regulations means these tilt Regulations of the replacement for the cartridge holder creationnes sness in force Secretary means the Secretary to the Ex intensify. (vi) (vii) (viii) (ix) (x) (2) Words of expressions specify in the Act and the Ordinance shall, except those defined herein or where the subject or the context forbids, bear the like meaning as in the Act and the Ordinance or either of them and in the object lesson of word or expression bears different meanings down the stairs two the Act. and the Ordinance that meaning which is carried or included in the Act shall prevail and shake preferred finish. II. LISTING OF COMPANIES & SECURITIES 3. 1) No dealings in securities of a friendship shall be allowed on the Ex interpolate either on the Ready character Board or Cle bed List, unless the corporation or the securities wear been listed and stomach for much(prenominal) dealing has been granted in accordance with these Regulations. (2) The permission infra sub-regulation (1) may be granted upon an diligence being do by the association or in think of of the securities in the manner inflict at least ten age prior to unassailableisition of the first-class honours degree course catalogue. The Exchange, in granting such(prenominal) permission depart consider, among other things sufficiently of universal aro using up in the smart set or the securities as set(p) by the Council in a welldefined way. 3) The Exchange shall decide the question of granting permission at bottom a maximum period of six weeks from the period of check of subscription lists. In character the permission is refused, the motives thereof provide be communicated to the appli derrieret and the Commission at bottom six weeks from the encounter of closure of subscription lists. (4) The Council will be the restore authority to grant, put over or refuse such permission and may for that purpose, relax all of these regulation subject only to two-third legal age of the councillors save at such merging of the council and so resolving by the majority of them. 4. (1) The performance for lean shall be made by the applicant-troupe or on be unitary(a)-half of the earnest in the prescribed form and will be attach to by the tippytoes, specified in the Regulations. 2) The Council may pray additional evidence, resolves, affirmations and knowledge as in like manner other forms to be filled up credibly and relevant to action for listing, and all such requisitions shall be deemed to be prescribed requisitions for the purpose of a straight-laced application for consideration by the Council for listing. (3) If an application in concert with the additional breeding referred to in subregulation(2) is not submitted, the Council may defer consideration or decline to consider it in which pillow slip such application will stand disposed of as refused. However, the applicant may move a fresh application afterwards six months from the meet of such refusal unless the Council other-wise decides. 4) An Applicant- actroupe or securit y measures applying for listing shall translate full and h peerlessst culture in respect thereof and such other particulars bonnie and relevant to the application for listing, as the Council or the Exchange may necessitate from era to time. All routine particulars may be called for by the Secretary. triad. pi whizer 5. (1) No listing of a society or securities, shall be permitted unless the ships caller-up or the authorised representative on behalf of the securities has postd an nethertaking down the stairs a common seal and authorised sig constitution to deliver by these Regulations. (2) The Comp both and/or the authorised representative in respect of securities, as the aspect may be, shall yet beneathtake. i) (ii) that the securities shall be quoted on the Ready quote Council and/or the Cle ared List at the discretion of the Exchange. that the Exchange shall not be shore by the quest of the participation to remove its securities from the Ready quotation Coun cil and/or the unclutter List that the Exchange shall be authorised and induce the estimable, at some(prenominal) time and without serving get hold if it be deemed proper for debates to be recorded in writing, to suspend or to remove some(prenominal) shares or securities from the Ready Quotation Council and/or the Cleared List for to each one undercoat which the Exchange considers sufficient in man bet as determined by the Council in a well- defined way. hat such victual in the articles of association of a political party or in some(prenominal) declaration or stem relating to some(prenominal) security as are or other than not deemed by the Exchange to be in conformity with the Regulations shall, upon being called upon by the Council, be amended promptly and until such time as these amendments are made the purvey of these Regulations shall be deemed to supersede the articles of association of the phoner or the declaration or radical relating to the securities to the extent indicated by the Council for purposes of amendment. that the partnership or the security may be de-listed by the Council in the position of non-compliance and/or breach of undertaking addicted hereunder. (iii) (iv) (v) 6. The pursuance documents and particulars duly certified by the enounce or the political party or authorised representative presenting the security shall be submitted to the Exchange at the time of application for listing or either time on demand by the Exchange. (i) (ii) (iii) (iv) (v) (vi) (vii)Application for listing as per Form I scroll & Articles of familiarity Copy of the Certificate of incorporation Copy of the Certificate of start-off of Business Copy of the Feasibility authorship, in outcome of a newly endure Copy of the certificate of alteration of the industrial Units commonplaceationd by the Council of layiture or any(prenominal) other competent authority Copies of all natural issues and agreements entered into or tran s inventiond with foreign participants, machinery suppliers and any other fiscal institutions (viii) Copies of earn (s) of Credit established in favour of Machinery Suppliers, if linked with the human beings issue (ix) (x) (xi) (xii) Copy of Consent fix issued by the Commission Names of Directors on with directorship of other companies listed on the Exchange Draft course catalogue/Offer for changes agreement Auditors Certificate for the amount subscribed by the promoters/directors/ subsidiaries/associates (xiii) Copies of the agreements relation to issue to securities for onsideration other than cash, if any (xiv) (xv) (xvi) Copy of underwriting agreement (if any) Statement of audited sexual conquests for the last 5 eld or for a shorter number of classs if the play on is in routine only for such shorter period Statement covering the cost of project and means of finance (xvii) Copies of the approval of tax-holi daytime application under Ordinance, 1984 (xviii) Copies of the consent earn from Bankers or pecuniary Institution to the Issues (xix) (xx) (xxi) Application for submission of Under of project and constitutement of recompenses as per Form II Copy of approval of course catalogue/ unfold for sale from Commission and either other documents/ sensible contract and such other particulars as may be essential by the Exchange or by the Council and/or by the Commission IV. PROSPECTUS, ALLOTMENT, pop out AND TRANSFER OF SHARES. 7. 1) No Company will apply for listing or be listed unless it is registered under the Act as a public modified caller-out or has been set up under a statute(predicate) and its token(prenominal) salaried-up capital is Taka Twenty million. (2) Despite receiving the application for listing and any preliminary bodily processs thereon, no Company shall be listed unless it has made a public issue which is subscribed by not less than four hundred applicants. (3) The charterments of sub-section (1) or (2) shall not a pply to listing of securities, other than shares of companies, unless any truth so requires or the delegation, in the exercise of its powers under the Ordinance, so directs. 8. (1) The prospectus or the base on balls for sale shall confirm 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.Without prejudice to the foregoing the prospectus or the straits for sale shall fulfill all requirements of the law and of the Commission and shall separate that(a) the amount of public issue shall be in accordance with the consent order of the Commission, where applicable and the requirements prescribed hereunder or otherwise laid down by the Exchange in all public issues, either by way of prospectus or by offer for sale, the basic of allotment shall be in accordance with the consent order issued by the commission under the Ordinance the share certificates shall be issued in such sala ble lots as may be determined or canonic by the Commission and the application money shall be refunded, inwardly such time as is prescribed in regulation 9 (4), if the ships caller is not listed on the Exchange for any reason what so ever or the listing is refused. (2) (b) (c) (d) (3)The prospectus or offer for sale with the proforma application form shall be published by the high society in one national daily Newspaper or as the Exchange may in addition require, at least 7 (seven) historic period in advance but not much than 30 (thirty) age to begin with the due date of the opening of the subscription list. The club shall derive getable 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 caller-out shall also accept application on like copy/forms. (4) (5) Applications for shares shall be au hencetic only finished b ankers to the issue, whose visits shall be included in the prospectus or the offer for sale.The directors or the associated companies, as the solecism may be, shall not participate in subscription of shares offered to the global public. The company shall inform the Exchange of the subscription received, which breeding shall be communicated in writing under the hand of an authorised psyche with certificate(s) from bankers to the issue, within seven working long time of the closing of subscription. The company shall take a decision within forty long time of the closure of subscription list as to what applications collapse been accepted or are successful. The company shall refund the application money in causal agent of unaccepted or unsuccessful applications within 40 long time of the closure of subscription lists.In case the application for listing is refused by the Exchange, for any or what so ever reasons, the company shall within 30 days give birth without interest all money received from applicants in pursuance of the prospectus or the offer for sale, and if any such money is not repaid within thirty days after the company becomes nonresistant to repay it, the directors of the company shall be, conjointly and severally, liable to reply that money with interest at the roll of one part for every month or part there of from the finale of the 30th day. In case of over-subscription, the company, or the smearrs, as the case maybe, shall today submit to the Exchange copies of the ballot register of successful applications.The company shall transport all allotment earn for securities in securities industryable lot within 40 (forty) days of closing of the subscription lists and keep ready all security certificates concerned, affixing hologram on them, within 90 ( clubty) days of the date of issue of the allotment letter to under intimation to the Exchange. Provided however that for vocation purpose all allotment letters as well as Form-117 m ust(prenominal)iness bear rubber stamp with the word certified/verified under signature of the company Secretary, both in original, on the top correctly hand side of the selfsame(prenominal)(p) and that no allotment letter shall be acceptable by Exchange after 140 (one hundred and forty) days of closing of the subscription lists. (6) 9. (1) (2) (3) (4) (5) (6) 7) all company which shed light ons a fail in complying with the requirements of these Regulations, or any of its sub-regulation, shall pay to the Exchange a penalisation of TK. 1,000 (Taka one grounds only) for every day during which the default continues. The Exchange may also give mark off (of) the fact of such default and the name of the defaulting company by notice and also by publication in the Ready Council Quotation of the Exchange. (8) some(prenominal) consummation under these Regulations shall be without prejudice to the achieve or move taken by any other person or authority. 10. The company or the offe rers shall, within six weeks of closing of subscription list, pay brokerage to the subdivisions of the turn at the borderline rate of one portion of the value of the shares real sold through them. 11. 1) (2) The company shall split allotment letters and letters of right into securities industryable lots within ten days of recognise of such application. The company shall consolidate or split, as may be incumbent by a holder in writing, share certificates into tradeable lots within 45 days of receipt of such application. The company shall verify the signature of shareholders within 72 hours of such a request which pauperisation not be attended by share certificates. The company shall complete shares enthrall and have ready for delivery the share certificates lodged for registration of take out within 45 days of the application for such direct and its registration. The company shall give a minimum of 14 days notice to the Exchange prior to (Closure of Share Transfer Book s for any Purpose.The company shall daintiness the date of spend as the date of lodgement of shares for the purpose for which shares transfer register is deathd, provided that the posted documents are received by the company onwards relevant proceeding has been taken by the company. The company shall issue transfer receipts immediately on receiving the shares for transfer. The company shall not charge any transfer fee for transfer of shares. The company shall provide a minimum period of 7 days but not exceeding 15 days at a time for closure of shares Transfer Register, for any purpose, not exceeding 45 days in a stratum in the substantial. 12. (1) (2) 13. (1) (2) (3) ( 4) (5) 14.No listed Company shall exercise any line whatsoever on fully paid shares and not shall there be any confinement on transfer of fully paid shares. The same shall apply to all listed securities. V. DIVIDENDS AND ENTITLEMENTS 15. (1) all(prenominal) listed company shall advise and keep advise by tak e away writings the Exchanges 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 sieve during trading hours of the fill in. (2) Intimation of dividend and of all other entitlement shall be sent to the vary not after than 14 days prior to kickoffs of the book closure. 16.every listed company shall send to the exchange its financial results, both in the case of half course of studylyly and annual accounts, in such from 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 50 copies each of statutory bills, annual roots and audited accounts not later then 14 days in front a face-off of the shareholders is held to consider the same. (2) The company shall send to the Exchange copies of all notices as well as resolution at the same time of 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 espouse and become in effect(p). (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 (i) despatch the meantime dividend warrants to the shareholders concerned within 60 days from the date of declaration of such dividend in a meeting of the identity card of directors in which the same has been approved despatch the final dividend warrants to the shareholders concerned within 60 days from the date of general meeting in which the same has been approved despatch the share certificates against tribute issue or persuade dividend to the shareholders concerned within 60 days from the date of general meeting in which the same has been approved versed the exchange immediately as soon as all the dividend warrants or incentive share certificates ,as the case m ay be, are posted to the shareholders despatch interim and final dividend warrants, or bonus share certificates, as the case may be, to the shareholders by registered post or courier return unless those entitled to receive the dividend or certificate require otherwise in writing. (ii) (iii) (iv) (v) (3)All dividend warrants, in addition to the place of the registered office of the issuing companies, shall be encashable at least at all divisional head quarters for a period if six months from the date of issue. A listed company, which makes a default in complying, with the requirements of this regulation, shall pay to the Exchange penalisation of Tk. 1000. 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 authorised Quotation list of the Exchange. Any action under these Regulations shall be without prejudice to the action or s teps taken by any other person or authority. 3) (4) VI. ANNUAL GENERAL MEETINGS, ETC. 19. (1) A listed company shall hold its annual general meeting and lay out front the said meetings symmetricalness sheet, cyberspace and evil account and cash flows statement within nine months spare-time activity the close of its financial year and in keeping with the provisions of the act. (2) A company may apply to the Exchange for point of reference in time under sub-regulation (1) and shall pay the followers character reference fees with such application (i) lengthening for the 1st month or part thereof Tk. viosterol0. 00 (ii) Extension for the 2nd month or part thereof Tk. 10,000. 00 (iii) Extension for the tertiary month or part thereof Tk. 15,000. 0 Provided that the above extension shall be allowed subject to and upon production of a letter of approval from the commission allowing a alike Extension. (3) Upon receipt of the application, with the fee corresponding to the extensi on utilise for, the council may, in its sole discretion, grant or refuse the extension. In the face of refusal the fee paid with the application shall be refunded retaining 10% thereof as service charges. (4) ill fortune to have 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 unless extension beyond maximum period under sub-regulation (2) shall be granted.In the event of default proceed after the final extension provided here inabove, the company shall be liable to an additional penalty at the rate of Tk. 1,000. 00 per day for every day of the default and to action of foramen 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. 20 . (1) The company shall furnish copies of minutes of its annual general meeting and of every extra-ordinary general meeting to the Exchange and the commission within 60 days of such meeting. 2) The company shall furnish to the Exchange and the commission a amountmarized list of shareholders showing the holding by sponsors, foreigners, institutions and general public as at 30th June and 31st declination in each calendar year duly affirmed to be correct as and up to 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. 00perdayfor each day of default until it continues. VII. 21. INCREASE OF CAPITAL & ALLIED ISSUES Every listed company shall immediately advice the Exchange and the commission of all decisions taken by its council of directors and / or shareholders go throughing any change in authorized, issued or paid up capital, issue of b onus 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 share holders within a period of 45 days from the date of re-opening of share transfer register of the company closed for this purpose. (2) The company shall pay the following fees for extension granted by the Exchange with assure of yield entitlement letters, etc. (i) for the first 15 days (ii) for the first 15 days Tk. 1,000. 00 per day Tk. 2,000. 00 per day 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-regulations (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. 5000. 00 per day for each of default and also to action of suspension or otherwise delisting by the Exchange (4) No com pany which has been hang or de-listed, 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 bow of the Council 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 time table. i) the bonus share certificates shall be despatched to the shareholders or concerned by registered post courier service unless those entitled to receive the bonus share certificates require otherwise in writing (ii) (iii) the exchange shall be immediately intimated as soon as the bonus share certificates are despatched to the shareholders 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 no extension beyond that provi ded in the antedate clause shall be granted in the event of the default continuing after the final extension the company shall be liable to the penalty at the rate of Tk. 5,000. 00 per day the default continues and lso to action of suspension or de-listing by the Exchange. (iv) (v) (2) No listed company, which has been suspended or delisted, shall be restored andits share re-quoted on the Exchange until it pays penalty for the days of the default and receives the assent of the Council for restoration. VIII. LISTING OF supplemental COMPANY & OTHER MATTERS. 24. (1) A listed company distributing shares of its unlisted subsidiary company in the form of coin 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 the meeting of such company.In case of failure of such subsidiary company to apply for listing or refusal by the Exchange for such listing on account of inadequate 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 the scathe not less than the current break-up value or lay outt value, whichever is higher, within 30 days from the end 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 Council or the company de-listed. (2) 25. Every listed company shall notify the Exchange and the Commission immediately regarding changes in its council of directors by addition or removal by death, resignation, or dis-qualification, as the case may be. 6. A listed company shall notify the Exchange and the Commission of any amendment proposed to be made in its memorandum and articles of association before the same are placed for the approval of the share holders. 27. A listed company shall immediately notify the Exchange and the Commission in respect of any material change in the nature of its feat including learnedness or sale or purchase of major operating assets, franshise, brand name, goodwill, royalty and all relevant discipline such as consideration, terms of payment, period of use of such facilities and projected gains and also risk or uncertain factors to shine to the Company. 28.Every listed company shall advise the Exchange of (a) the decision to issue verge pay certificates and the purpose thereof, not withstanding the application is to be made to the Commission later (b) submit copy of the application made to Commission with relevant lucubrate and certified copy of the consent order (c) all material particulars of the Term Finance Certificates including conditions governing the issue, expand of guarantees/securities, trustees and name of the subscribing institution (s). 29. All listed Companies shall intimate be fore 14 days to the Exchange and the Commission in respect of the date and time of holding of its annual general meeting or extra-ordinary general meetings. 30. All listed company shall notify the Exchange and the Commission in advance the date and time of its council meeting specially called for consideration of its accounts and for declaration of any entitlement for the shareholders. IX. DE-LISTING AND SUSPENSION. 31. 1) A listed company may be de-listed or suspended for any of the following reasons (a) if its securities are quoted below 50 percent of face value for a continuous period of three calendar geezerhood provided that if the shares of the company quoted at 50 percent or above of their face value then such a rate is maintained for a continuous period of thirty working days. (b) if it has failed to retain dividend or bonus (i) for five years from the date of declaration of last dividend or bonus or (ii) (iii) in the case of manufacturing companies, for five years from t he date of commencement of commercial production and for five years from the date of commencement of business in all other cases. c) if it has failed to hold its annual general meeting for a continuous period of three years (d) if it has gone in to liquidation either voluntarily or under court order (e) if it has failed to pay the annual listing fees as prescribed in these regulations account due to the Exchange for a period of 2 years or penalty imposed under these regulation or any other dues collectible to the Exchange for a period of two years (f) if it has failed to comply with the requirements of any of these Regulations (g) no company which has been de-listed or suspended shall be restored and its shares re-quoted until it removes the fonts of de-listing/suspension and receives the assent of the Council or Exchange for the restoration. (2) No company will be de-listed under the list Regulations unless the company has been given an adequate opportunity of being heard. 32.Wh ere 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 securities industry realities, the Exchange may declare it as not business deald or as an inactive extraction, until such time as a subsequent trade takes place and a price is ascertained. X. LISTING AND ANNUAL FEES 33. (1) A company applying for listing on the Exchange, shall pay an initial listing fee equivalent to one fourth of one percent of the PAID-UP CAPITAL, DEBENTURE AND SHARE PREMIUM, IF ANY subject to a minimum of Taka ten thousand. (2) Whenever a listed company append 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 fourth of one percent of such increase of shares and debentures along with share premium, if any, thereon. 3) Every listed company shall pay, in respec t 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 walk in each calendar year, as per following scroll COMPANIES HAVING PAID-UP CAPITAL & DEBENTURES commit OF FEE Up to Tk. 1(One) crore Up to Tk. 2 (Two) crore Up to Tk. 3 (Three) crore Up to Tk. 4 (Four) crore Up to Tk. 5 (Five) crore Up to Tk. 7. 5 (Seven & Half) crore Up to Tk. 10 (Ten) crore Up to Tk. 12. 5 (Twelve & Half) crore Up to Tk. 15 (Fifteen) crore Up to Tk. 20 (Twenty) crore Up to Tk. 25 (Twenty Five) crore Up to Tk. 30 (Thirty) crore Up to Tk. 40 (Forty) crore Tk. 10,000 Tk. 15,000 Tk. 20,000 Tk. 25,000 Tk. 30,000 Tk. 35,000 Tk. 40,000 Tk. 5,000 Tk. 50,000 Tk. 55,000 Tk. 60,000 Tk. 65,000 Tk. 70,000 Up to Tk. 50 (Fifty) crore Up to Tk. 60 (Sixty) crore Up to Tk. 70 (Seventy) crore Up to Tk. 80 (Eighty) crore Up to Tk. 100 (One hundred) crore Above Tk. 100 (One hundred) crore Tk. 75,000 Tk. 80,000 Tk. 85,000 Tk. 90,000 Tk. 95,000 Tk. 1,00,000 Provided that the Exchange or Council may rewrite the above fees or any of the slabs or add new slabs, Provided further that every company applying for listing shall pay annual listing fee for the entire financial year of the Exchange along with the listing application ir single 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 Council shall be payable by 31st March in advances for every financial/calendar year. Failure to pay the annual fee by 31st March shall make the company liable to pay a surcharge at the rate of 1. 5 percent (one and a half percent) per month or part thereof, until payment. However if fair(a) grounds are adduced for non or delayed payment of annual fee, the Exchange or the Council may, reduce or waive the surcharge liability. A Company applying for enlistment on the Exchange shall, in addition to other fees, pay a sum of Tk, 5,00 0. 00 as Service charges, which is nonrefundable in any case.In case the listing is not allowed by the Council or he 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 charge. All Exchange dues shall be paid by cheques, pay orders or bank drafts pay able to the Exchange at any bank branch located in Dhaka. 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 frustrate the Exchange from recovering such dues through posting defaulters names on the notice Council of the Exchange or by invoking the process of law obtaining order of the commission or of a competent court.Without prejudice to various specific or other penalties provided or available under these Regulations, the Exchange or the Council shall have powers to suspend or delist a company which in the opinion of the Exch ange or the Council has defaulted or contravened any Listing Regulations. (5) (6) (7) 34. (1) (2) 35. (1) (2) The suspension or delisting under the preceding sub-regulation shall be communicated to the company, the Commission and simultaneously notified to the trade, inter-ali a, by posting it on the notice get on with of the Exchange and publishing it, if deemed necessary, in the Official quotation List or a Circular intimation issued by the Exchange. Trading in the shares and securities of a suspended or delisted company shall forthwith case and shall not be re-commenced until the suspension with skeletal or the listing restored by order of the Council or the Exchange.Chapter- XI CONTINUING LISTING REQUIREMENTS (3) 36. While a Company the Great Compromiser on the official list it shall comply with the following requirements and such requirements as may be introduced from time to time the discretion of the Exchange and provide forthwith any ex imageations quest by the Exchange. (A) (1) Immediate Announcements to be made to the Exchange for release. A listed Company shall supply the Exchange with immediate effect. Any selective information concerning the Company or any of its subsidiaries necessary to avoid the presidential term of a false marked in the Companys 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 acquisition and the affirmable for estimated effects of such disposal and acquisition on the performance and the advantageousness 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 other 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 Council in that regard. (4) Any intention to fix a book closing date and the reason thereof, starting the book closure date, which shall be at least 14 (fourteen) market days after the date of notification to the Exchange, along with 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 publishment of a payment of an interim dividend (inclu ding 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 resolution. ii) Any recommendation of a final dividend (including bonuses if any), the date 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 rights or a Bonus Issue. Such information should be communicated to the Exchange by telephone no sooner the 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, base 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 or 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 (a) Turnover figure/Gross operating lucre (b) Gross profit (c) Income from other sources (d) Provision for taxation (e) Net profit after Taxation (9) (a) The Company shall make available to the Exchange and to all shareholders in the form set out in a half yearly fiscal Statements before the expiry of 1 month from the half year period, such financial Statements shall be signed by the Chairman or forefront Executive and the Finance Director or in his absence the read/write head Accountant. (b) The Company shall make available to the Exchange Financial Statements before the expiry of 3 months from the end of each Financial Year even if the figure are provisional subject and 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 con veyed to the shareholders and within3market 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 companys shareholders and debenture holders and such proxy forms shall be so worded that a shareholder or a debenture holder may be entitled to vote either for or against each resolution (11) Any change of address of the registered office of the Company or of any office sat which the register of the securities of the Company is kept. 12) Any change in the Directors, Company Secretary, Registers or Auditors of theCompany. (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. The appointment or receiver of manslayer of the Company or any of its subsidi aries. (15) Any acquisition of shares of another company or any performance resulting in such Company because a subsidiary of the Company. 37. Annual published accounts and work shall contain among other information (1) A full list of Investment (quoted and unquoted) held out side the gruoup as investments by the Company. (2) Holdings in Associate and Subsidiaries with the sex act percentage. 3) A distribution schedule of each class of equity security setting out the member of holders and percentage in the following categoriesNo. of Holders Holdings Less than 500 shares 501 to 5,000 shares 5,001 to 10,000 shares 10,001 to 20,000 shares 20,001 to 30,000 shares 30,001 to 40,000 shares 40,001 to 50,000 shares 50,001 to 100,000 shares 100,001 to 1,000,000 shares everyplace 1,000,000 shares (4) A director Report, in addition to the requirements of the Companies Act, 1994 shall contain (i) (ii) Names of the persons who were at any time during the Financial Year, Directors of the Compa ny. The principal activities of the Company and its subsidiaries during the year and any changes therein. Total Holdings % (iii)Significant changes in the Companys or its subsidiaries fixed assets and the market value of land, if the value differs substantially from the book value. If any shares or debentures have been issued, the number, class and consideration received and the reason for the issue. Details of any arrangements whereby the Company enables Directors to acquire benefits by means of acquisition of share or debentures of the Company or any body integrated, explaining the effect of the arrangements and braggart(a) names of the Directors who, at any time during this year, were Directors and held, or whose nominees held, shared or debentures acquired as a result of the arrangements.A statement for each Director whether or not he had an interest in any other body corporate within the group, specifying the number and amount of shares and debentures held at the beginning an d end of each Financial Year (or if was not a Director at the beginning of the year, the details when he became a Director). If turnover is attributable to two or much substantially differing classes of business, the proportions in which the turnover is divided among these classes, also operating profit and asset allocation (iv) (v) (vi) (vii) (viii) The sum total of contributions made to government approved charities and other charities by the company. If in respect of each category, if exceeds Tk. 50,000/(ix) Where items are shown in the Directors Report instead of in the accounts of the company, the corresponding amounts for the immediately preceding year must also be shown. 3) A Chairmans Report which shall include events occurring after the Balance flat solid Date as required by the Bangladesh Accounting Standards on Contingencies and Event occurring after the Balance Sheet Date. 38. of (a) Lodging of a valid transfer (including for the balance if any ) (b) Closing of the off er. (c) Date for acceptance. (d) The expiration of any rights to renunciation, and shall not levy a fee for such issue or executions. If for any reason, the transfer cannot be registered, notice shall be given to the lodging broker, within 5 market days with reasons for such refusal. Companies shall issues definitive certificates before the expiry of 14 mart days 39.The companies shall disclose to the exchange on request an extract of the stock or the share register showing full details of al 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. 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. 40. 41. GENERAL (1) It is the duty of the Council of Directors of a company to the ensure that all the requirements are met on a continui ng basis so long as 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 exchange fines prescribed below Delays in submission of the half yearly report - Tk. 500/-per day (a) lays in submissions of the annual provisional accounts - Tk. 500/-per day (b) Delays in dispatching audited accounts - Tk. 500/-per day (c) Delays in payments of annual listing fees - Tk. 500/-per day (d) Delays in the registering of share transfers - Tk. 500/-per day 42. (1) All shares of public companies listed with the exchange shall be sold through the trading system of the exchange. (2) Where,(a) transfer of the share is to be made by the registered shareholder to his close relative (i. e. pouse, son, daughter, father, mother, brother or sister) by way of gift, the transferor shall apply to the exchange (b) transaction of such share is not accomplishable to be effected through th e trading system of the exchange under excommunicational circumstance, the seller, or the pledgee (for effecting transfer of the pledged share in the pledgees name in case of default of the pledgor), shall apply to the SEC through the exchange, in Form III for prior approval to effect such transfer or transaction, as the case may be 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. Chapter XII CORPORATE revelation POLICY 43.Out line of Exchange revelation 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 fair(a) steps to ensure that all who invest in its securities enjoy check access to such information. In applying these fundamental principle, the Exchange has adopted the following six specific policies concerning revelation, each of which is discussed in further details in regulation 44. (1) Immediate public Disclosure of Material instruction A listed company is required to release material information to the public in a manner designed to obtain its fullest possible public dissemination. (2) through and through public Dissemination A Listed Company is required to release material information to the public in a manner designed to obtain its fullest possible public dissemination. 3) Clarification or Confirmation of Rumours and Reports Whenever a listed company becomes, or is made aware of a rumour or report true or false, that contains information that is likely to have, or has had an effect on the trading in the companys securities or would likely to have a bearing on investment decisions , the company is required to in public clarify the rumour reports as promptly as reports as possible. (4) chemical reaction to Unusual Market Action Whenever unusual market action takes place in a listed companys securities, the company is judge to make inquiry to determine whenever or other conditions requiring corrective action exists, and if so, to take, whatever action is ppropriate.If, after the companys review, the unusual market action remains unexplained it may be appropriate for the company to announce that there has been no material development in its business and affairs not previously disclosed to its knowledge, nor any other reason to account for the unusual market action. (5)UnwarrantedPromotionalDisclosure A listed company should refrain from promotional manifestation natural action which exceeds what is necessary to enable the public to make informed investment decisions. Such activity includes inappropriately worded news release, public announcements not warra nt by actual development in a company affairs, overstate reports or predictions, flamboyant wording and other forms of overstated or overzealus revelation activity which may mislead investors and cause unwarranted price movements and activity in a companys securities. 6) Insider Trading Insiders should not trade on the basis of material information which is not cognise to the investing public. Moreover, insiders should refrain from trading, even, after material information has been released to the press an other media, for a period at least 5 market days to permit through public dissemination and evaluation of the information. (7) Buy/Sell of Shares by Sponsors Every sponsor (which include every director, promoter, officer and / or other sponsor) or listed companies required to report to the Exchange in writing active his/her/theirintention to buy or sell or otherwise dispose off the shares held by him/her/them in he concerned company in the following format at least four work ing days before the scheduled date for disposal / acquisition of the shares with copy to the securities and Exchange Commission. coiffure Report to Exchange under regulation 43 (7) of the listing regulations of the Exchange 1. 2. 3. 4. 5. 6. (s) Name of the Company Name with full address of the sponsor page number No. in the Company Quantity of shares to buy/sell schedule date(s) for buy/sell Details of disposal/acquisition planned for other than through Stock Exchange touch sensation of the Sponsor Place Signature verified by Date (Seal & Signature with date of the authorised official of the company) 44.EXPLANATION OF mass meeting DISCLOSURE POLICES Explanation of exchange revealing polices The Exchange Disclosure Policies shall be interpreted and understood in the way these are explained in the schedule 45. The Exchange Listing Department in primarily trustworthy for day to day relations between listed companies and The Exchange. When unusual market action occurs it i s 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 watch 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. If the action expects 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 well(predicate) 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 Exchanges disclosure polic ies.By means of such advance consultation, effective liaison between companies and the Exchange can be maintained 47. cater of exempt fines. The Exchange shall have the power to exempt any listed company from payment of fines leviable under these regulations on application for reasons stated in writing. embodiment I (See regulation 6(i)) APPLICATION FOR LISTING OF SECURITIES WITH DHAKA STOCK EXCHANGE To The Secretary Dhaka Stock Exchange Dhaka. Dear Sir, 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. Yours faithfully, Signature & Address CC to The Securities & Exchange Commission Dhaka 48.ANNEXURE TO take a shit The following particulars and authenticated documents shall be annexed to the listing application, namely 1. Memorandum and Articles of Association and, in case of Participatory redeemable Capital, a copy of the trust deed 2. Copies of pr ospectus issued by the company in respect of any security already listed on the Stock Exchange. 3. Copies of balance sheets and audited accounts for the last five completed years or for a shorter number of years if the Company has been in existance only for such shorter years/period 4. A brief history of the company since incorporation big(a) details of its activities including any re-organization changes in its capital structure and borrowings. 5.A statement showing (a) Dividends and cash bonus and/or bonus shares or right shares issued during a last 10 years or such shorter period as the company may have been is existence (b) Dividends or interest in arrears, if any. 6. Certified copies of agreements or other documents relating to arrangements with or between (a) Vendor and/or promoters. (b) Underwriters. (c) Brokers. 7. Certified copies of agreements with (a) Managing agents. (b) Selling agents. (c) Managing director and technical directors. 8. A statement containing particula rs, dates of and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents except those entered into in the conventionality course of the ompanys business or intended business together with a brief descriptions of the terms of such agreements or contracts. 9. Certified copies of the agreements with the BSB, BSRS, ICB and any other financial institutions. 10. Names and address of the directors and persons holding ten percent or more of any class of equity security as on the date of application together with the number of shares of debentures held by each. 11. Particulars of security for which listing is sought. 12. Additional/information/documents that may be called by the Exchange. orchestrate II (See regulation 6 (xix)) FORM FOR SUBMISSION OF UNDERTAKING AND wages OF FEES Dated To The Secretary Dhaka Stock Exchange Limited Dhaka.Dear Sir, Re LISTING ON THE STOCK EXCHANGE With 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 remission of TK. . toward initial Listing Fee at the rate of one-forth of one percent of the Paid-up Capital, Debenture and share Premium of TK. subject to a minimum of Taka ten thousand. (3) A remittance of TK. . toward annual Listing Fee. (4) A remittance of TK. . toward the service charge. Yours faithfully SIGNATURE & ADDRESS ANNEXURE TO FORM II FORM OF UNCONDITIONAL UNDERTAKING ON NON-JUDICIAL STAMP PAPER (See Regulation 5) Dated. To The Secretary Dhaka Stock Exchange Limited Dhaka.Dear Sir, UNDERTAKING We admit, unconditionally, to abide by the listing Regulations of the Dhaka Stock Exchange Limited which curtly are, or hereinafter may be in force. We further undertake (1) That our shares and s ecurities shall be quoted on the Ready Quotation List 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 List 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 basis relating to any security as are or otherwise not deemed y 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 declaration or basis relating to any security 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 after giving an opportunity of being heard to us. Yours faithfully, NAME AND SIGNATURE OF AUTHORISED somebody (S) WITH COMMON SEAL OF THE COMPANY Schedule (See regulation 44) EXPLANATION OF EXCHANGE DISCLOSURE POLICIES 1. Policy of immediate public Disclosure of Material Information (i) Ques. What standards should be employed to determine whether disclosure should be made?autonomic nervous system Immediate disclosure should be made of information most a companys affairs or about events or conditions in market for the companys securities which meets either of the following standards (a) (b) Where the information is likely to have a meaningful effect on the price of any of the companys securities, or Where such information (after any necessary interpretation by securities analyst 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 companys affairs sho uld be disclosed? Ans Any material information of a factual nature that has a bearing on the value of a companys securities or on investor decisions as to whether or not to invest or trade in such securities.Included is information, known to the company, concerning the companys property, 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 companys securities owned by insiders or representing control of the company. The Exchange does not normally consider disclosure of a companys internal estimates or projections of its earning or of other data relating to its affairs to be necessary. If such estimates or projections are released, they should be prepared carefully, on an 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 companys securities may require disclosure? Ans. The price of a companys securities, as well as a reasonable investors 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 Companys business. Factors directly concerning the market for a Companys 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 outsiders normally have a legitimate interest in preserving the confidentiality of their securities transactions. (iv) Ques. What are some specific examples of a companys affairs or market conditions typically requiring disclosure? Ans. The following events, age not comprising a complete list of all the situations which may require disclosure are particularly likely to require prompt announcement (a) a joint venture, mergers, acquisitions or take overs. b) the declaration or cut of dividends or the determination of earnings. (c) the acquisition or loss of a significant contract. (d) a significant new product or discovery. (e) a change in control or a significant change in management. (f) a call of securities for redemption. (g) the borrowing of a significant amount of funds. (h) the public private sale of significant amount of additional securities. (i) significant judicial proceeding (j) the purchase or sale of significant assets. (k) a significant change in capital investment plans. (l) a significant labor junk with sub-contractors or suppliers. (m) a tender offer for another companys securities. (n) an event of default on nterest and/or principal payment in respect of loans (v) Ques. When may a company properly withhold information? Ans. Occasionally, portion 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 favor 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 now and then arise where disclosure would prejudice a companys ability to achieve a valid corporate objective. Public disclosure of plan to acquire certain real state for example, could result i n an increase in the company cost of the desired acquisition or could stop the company from carrying out the plan at all. In such circumstances, if the critical 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 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 talks 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. suddenly thereafter it may bec ome apparent to the parties that it is likely an agreement can be reached. Finally, agreement in principle may be reached on specific terms.In such circumstances a company need not issue a public announcement at each dress of constantly changing facts but may await agreement in principle on specific terms. If, on the other hand, progress in negotiation 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 companys securities should be fast watched, since unusual market activity frequently signifies that a Leak may have occurred.Company or securities laws may restrict the extent of permissible disclosures before or during a public offering of securities or a allure of proxies. (vi) Ques. What action is required if rumors 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 is question must be effective 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 halt 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 Companys is securities with which to help measure the significance of such trading. (viii) Ques. How can confidentiality best be maintained? Ans. In formation, t hat 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 other on a need to know basis only. Distribution of paper work and other data should be held to a minimum.Where 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 transaction which affects in the companys securities to the company. If companys 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 organizations to maintain confidentiality. (2) policy of through public Dissemination (i) Ques.What special disclosure techniq ues should a company employ? Ans. The steps requires are as foll