Notification of the Chittagong Stock Exchange Limited
Format and contents of the “Information Document”
and “DUE DILIGENCE CERTIFICATE”
By virtue of regulations 3 (ii) (j) & (o) of the Chittagong
Stock Exchange (Direct Listing) Regulations, 2006 the Board of Directors is
pleased to make a format and contents of the Information Document and
Due
Diligence Certificate from the directors of the company as per the
attachment hereof which are required to be submitted by a company applying for
direct listing in the Exchange. All concerned companies shall strictly observe
such guidelines.
This
Notification shall come into force on
Notified on this
By
order of the Board
Abu Bakar Siddique
Chief
Executive Officer
Chittagong Stock Exchange Limited
Format
and contents of the Information Document
A. Information to be included in the Information Document:
The front cover page of the Information documents shall
contain the following details :
(i)
The word " Information Document ";
(ii)
The name of the company, its logo, the address of its
registered office, along with its telephone number, fax number, contact person,
website address and e-mail address.
(iii)
The nature, face value and quantity of the
securities to be offered for sale and date of publication of this offer document;
(iv)
The following clause on general risk shall be
incorporated:
"
Investors
are strongly advised in their own interest to read the contents of the
Information Documents very carefully before making ANY INVESTMENT decision.
(v) Declaration
about responsibility of the directors of the company in respect of distribution
of Information Documents shall be incorporated as
under:
"We have prepared and approved the Information Documents and accept
full responsibility for the authenticity and accuracy of the information
contained in this documents in all material aspects and confirm after making
all reasonable inquiries that that all condition concerning this direct listing
and information documents have been met and that there are no other facts, the
omission of which make this document as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material
respect.
We also confirm that this information document contains all material
information which is adequate so as to enable the investors to make informed
decision on the investments in the securities of our company.”
Signature
MD/CEO
Company Name
vi)
Declaration about Listing (name of the stock
exchange) and disclaimer clause of the stock exchanges,
“ The approval of the Chittagong Stock Exchange
has been obtained to list in the Exchange as per CSE (Direct Listing )
Regulations 2006 However it must be distinctly understood that in giving this
approval the Exchange does not guarantee the accuracy or adequacy of this
information document."
vii)
Credit rating report with investment grade.
Table of Contents shall appear immediately after the
front cover page.
i. The Risk factors shall appear in the documents;
ii.
Management view on the Internal and external
risks faced by the company;
iii.
Proposals, if any, to address the risks.
i.
Capital Structure ;
ii.
Shareholding structure;
iii.
A special report from the auditors regarding any allotment of shares to
Promoters or sponsors for any consideration other than for cash;
iv.
List of shareholders who owns 5% or above / ten
largest shareholders as on the date of filing of the Information Documents with
CSE;
v.
Minimum number of shares held by existing
shareholders which must be offered for sell within 30(thirty) working days from the date of
listing;
vi.
Purpose of the offer;
vii.
Holding of shares by each existing shareholder and
their minimum offered shares for sale as per regulation 5 of the Chittagong
Stock Exchange (Direct Listing) regulations, 2006;
(6) History and Prospects of the
Company
i. Industry overview ;
iii. History of the company;
iv. Management details as follows:
a. Brief
details of the Chairman, Managing Director, Whole Time Directors,
etc. of the company;
b. Short profile of Chief Executive and senior executives;
c. Family relationship if any among directors , alternate directors, nominees
and senior executives;
d. Description of any conviction by competent court, insolvency, disciplinary action taken by SEC or other regulatory authorities against directors or senior executives during the last five years ;
e. CIB report confirming that each director or shareholder who hold 5% or
more shares is not loan defaulter;
f. Brief details of remuneration of top ten salaried employees and directors
and any contract for the payment of future compensation.
v. Names, addresses, telephone numbers,
fax numbers and e-mail addresses of the Legal Advisor and auditors of the company;
vi.
Names of the companies under the
same group along with their areas of business;
vii.
Details of Related party transactions during the
last two years;
viii.
Results of operational performance;
ix.
Dividend policy, if any;
x.
Any privilege that gives the company a benefit.
i.
Last five
years’ financial report in a tabular form. Such financial statement prepared
and audited as per provisions of Securities and Exchange Rues 1987;
ii.
Selected Ratio analysis on liquidity, profitability and solvency of the
company;
iii.
Management’s discussion and analysis of financial
condition.
(8) Proposed expenses for listing and other
relevant matters
Outstanding litigation and material developments,
litigation involving the company and its subsidiaries, promoters and group
companies.
(1) In addition to the information mentioned above the company shall ensure to include all material information necessary for investors to make an informed assessment of the business engaged in by the company, its assets and liabilities, its financial position, its profits and losses and its future prospects and the rights to its securities being offered for sale.
(2) The Exchange may require disclosure of additional information
in the information documents as it may consider appropriate in a particular
listing and the applicant shall comply.
_____________________________________________________________________
Due Diligence Certificate of directors of the ………………………(Name
of
the company ) applying for
direct listing
Sub : Disposal of securities by existing
shareholders of …………………(name of the company)
We
the under-noted directors to the above –mentioned company, state as follows:
1. We have prepared and approved the Information Documents and accept full responsibility for the authenticity and accuracy of the information contained in this documents in all material aspects
2.
We made all reasonable inquiries so that all
conditions concerning this direct listing and information documents have been
met and that there are no other facts, the omission of which make this document
as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
We also confirm that
a) The information document forwarded to the Exchange is in conformity with the documents, materials and papers relevant to the direct listing;
b) All the legal requirements connected with the direct listing have been duly complied with;
c) The information document contains all disclosures and material information are true, fair and adequate so as to enable the investors to make well informed decision on the investments in the securities of our company.
_________________ _________________ _________________
Chairman Director Director
_________________ __________________ _________________
Director Director Director
_______________
Managing Director
Notified
on this
Abu Bakar Siddique
Chief Executive Officer
Chittagong Stock Exchange Limited