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THE LISTING REGULATIONS OF
THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED

1. PRELIMINARY'
1. Short title and extent of applicability: (1) These Regulations may be called the "Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited."

2. The Regulations shall apply to all companies, and securities applying for listing
and those listed on the Exchange.

2. (1) In the Regulations, unless there is anything repugnant in the subject or context:

i) "Authority" means the Corporate Law Authority;

ii) "Board" means the Board of Directors of the Exchange;

(iia) "CDC" means the Central Depository Company of Pakistan Limited;

(iib) "CDS" means the Central Depository System established and operated by the Central Depository Company of Pakistan Limited;

(iic) "Eligible Security" means a security which the CDC has declared to be eligible for deposit with the CDS;

iii) "Defaulters' Counter" means a Separate counter set up by the Exchange in the trading hall for trading of listed securities for such listed companies who have committed irregularities mentioned in pares (a) to (g) of Regulation No. 32(1), and to whom an opportunity of being heard has been given:

iv) "Exchange" means the Karachi Stock Exchange (Guarantee) Limited;

v) listed company" means a company or a body corporate or other body which has been listed in accordance with the regulations and whose securities are listed and include a provisionally listed company under these regulations for trading in provisionally listed companies of the Exchange;

vi) "listed security" shall include any share, scrip, debenture, participation term certificate, modaraba certificate, mushariqa certificate, term finance certificate, bond, pre-organisation certificate or such other instruments as the Federal Government may by notification in the Official Gazette specify for the purpose and which is accepted for listing on the Exchange in accordance with the Regulations;

vii) "Ordinance' means the Companies Ordinance, 1984 (XLVII of 1984);

ix) "Regulations" means these Listing Regulations of the Exchange for the time being in force;

x) "Secretary" means the Secretary to the Exchange;

xi) "Securities & Exchange Ordinance" means the Securities & Exchange Ordinance, 1969 (XVII of 1969).

(2) Words or expressions defined in the Ordinance and the Securities & Exchange Ordinance shall, except those defined herein or where the subject or the context forbids, bear the same meanings as in those Ordinances or either of them and in the case of word or expression bears different meanings under both the Ordinances, that meaning which is carried or included in the Companies Ordinance, 1984 shall prevail and have preferred application.

II. LISTING OF COMPANIES & SECURITIES
3. (1) No dealings in securities of a company shall be allowed on the Exchange, either on the Ready Quotation Board or Cleared List, unless the company or the securities have been listed and permission for such dealing has been granted in accordance with the Regulations.

(2) The permission under sub-regulation (1) may be granted upon an application being made by the company or in respect of the securities in the manner prescribed. The Exchange, in granting such permission will consider among other things, sufficiency of public interest in the company or the securities.

(3) The Exchange shall decide the question of granting permission within a maximum period of three months from the date of receipt of listing application. In case the permission is refused, the reasons thereof will be communicated to the applicant and the Authority within two weeks of the decision.

(4) The Board will be the sole authority to grant, defer or refuse such permission and may for that purpose, relax any of these regulations subject only to two-third majority of the directors present at such meeting of the Board and so resolving.

4. (1) The application for listing shall be made by the applicant company or on behalf of the security in the prescribed form and will be accompanied by the fees, specified in the Regulations.

(2) The Board may require additional evidence declarations, affirmations and information as also other forms to be filled up and all such requisitions shall be deemed to be prescribed requisitions for the purpose of a proper application for consideration by the Board for listing.

(3) If an application together with the additional information referred to in sub-regulation (2) is not submitted, the Board may defer consideration or decline to consider it in which case such application will stand disposed off as refused. However, the applicant may move a fresh application after six months from the date of refusal unless the Board other wise decides.

(4) An applicant company or security applying for listing shall furnish full and authentic information in respect thereof and such other particulars as the Board or the Exchange may require from time to time. All routine particulars may be called for by the Secretary.

III. UNDERTAKING
5. (1) No listing of a company, securities shall be permitted unless the company or the
authorised representative on behalf of the securities has provided an undertaking under a common seal and authorised signature to abide by these regulations.

(2) The Company and/or the authorised representative in respect of securities, as the case may be, shall further undertake:-
i) that the securities shall be quoted on the Ready Quotation Board and/or the Cleared List at the discretion of the Exchange;

ii) that the Exchange shall not be bound by the request of the company to remove its securities from the Ready Quotation Board and/or the Cleared List;

iii) that the Exchange shall be authorised and have the right, at any time and without serving notice if it be deemed proper, to suspend or to remove any shares or securities from the Ready Quotation Board and/or the Cleared List for any reason which the Exchange considers sufficient in public interest subject, however, to the procedure laid-down in Section 9 of the Securities and Exchange Ordinance;

iv) that such provisions in the articles of association of a company or in any declaration or basis relating to any other security as are or otherwise not deemed by the Exchange to be in conformity with the Regulations shall, upon being called upon by the Board, be amended forthwith and until such time as these amendments are :; made, the provisions of these Regulations shall be deemed to supersede the articles of association of the company or the nominee relating to the other securities to the extent indicated by the Board for purpose of amendment.

v) that the company or the security may be de-listed by the Board in the event of non-compliance and breach of undertaking given hereunder.

6. The following documents and particulars duly certified by the company or the company presenting the security shall be submitted to the Exchange at the time of application for listing or any time on demand by the Exchange:

i) Application for listing as per Form I;

ii) Memorandum & Articles of Association;

iii) Copy of the Certificate of Incorporation;

iv) Copy of the Certificate of Commencement of Business;

v) Copy of the Feasibility Report in case of a new project;

vi) Copy of the Permission for setting up the Industrial Units;

vii) Copies of the title deeds of the land;

viii) Copies of all material contracts and agreements entered into or exchanged with foreign participants, machinery suppliers and any other financial institutions;

ix) Copies of Letter(s) of Credit established in favour of Machinery Suppliers, if linked with the public issue;

x) Copy of Consent Order issued by the Controller of Capital Issues;

xi) Copy of authorisation for flotation of Modaraba by the Registrar of Modaraba Companies;

xii) Names of Directors along with directorship of other companies listed on the Exchange;

xiii) Draft Prospectus/Offer for Sale;

xiv) Auditors' Certificate for the amount subscribed by the promoters/directors/associates;

xv) Copies of the agreements relating to issue of securities for consideration other than cash, if any;

xvi) Copy of underwriting agreement (if any) and No objection Certificate from the underwriters to publish the prospectus (Underwriting public issue is not compulsory for listing on the Exchange);

xvii) Statement of audited accounts for the last 5 years or for a shorter number of years if the company is in operation only for such period;

xviii) Statement showing the cost of project and means of finance;

xix) Copies of the approval application under section 41(1)(f) and 106 of the Income Tax Ordinance 1979;

xx) Copies of the Consent Letters from Bankers to the issue;

xxi) Application for submission of Undertaking and payment of fees as per Form II;

xxii) Copy of approval of prospectus/offer for sale from Corporate Law Authority; and

xxiii) Any other documents/material contract and such other particulars as may be required by the Exchange.

III A. OFFER OF CAPITAL BY COMPANIES/MODARABAS TO THE PUBLIC
6 A.
(1) In case capital of company is up to two hundred million rupees, at least fifty percent of such capital shall be offered to the public.

(2) In case capital of the company is beyond two hundred million rupees, public offer shall be at least one hundred million rupees or twenty five percent of the capital, whichever is higher.

(3) Allocation of share capital to overseas Pakistanis shall not exceed twenty percent of the public offer.

(4) Allocation of share capital to employees of a company shall not exceed five percent of the public offer.

(5) In the case of a Modaraba applying for listing on the Exchange, 30% of the total Paid-up capital shall be subscribed by the sponsors or their associates or friends, relatives and associated undertakings and the balance of 70% shall be offered to the General Public.

(6) The stock exchange, if it is satisfied that it is not practicable to comply with the requirements of any of the above regulations in a particular case or class of cases; the exchange may, for reasons to be recorded relax the regulations subject to approval of the Authority.

IV. PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF SHARES
7. (1) No company will be listed unless it is registered under the Ordinance as a public limited company or has been setup under a statute and its minimum paid-up capital is Rs.50 million.

(2) Companies registered in Northern areas and Azad Jammu and Kashmir will be eligible for listing and will be treated at par with Companies registered in Pakistan.

(3) Despite receiving the application for listing and any preliminary actions thereon, no company shall be listed unless it has made a public issue which is subscribed by not less than 500 applications.

(4) The requirements of sub-section (1) or (3) shall not apply to listing of securities other than shares of companies unless any law so requires or the Federal Government in the exercise of its powers under the Securities & Exchange Ordinance so directs.

(5) Companies may make a public offer of securities to be eligible securities in the
CDS.

8. (1) The prospectus or offer for sale shall be submitted to and cleared by the Exchange before an application for its approval is made to the Authority. The Exchange may require additional information, data, certification or requirement to be included in the prospectus or the offer for sale. If any applicant fails to comply with such requirements, the Exchange may refuse to issue clearance under these Regulations.

(2) The prospectus or the offer for sale shall conform to and be in accordance with the requirements and provisions of the ordinance and/or the Securities and Exchange Ordinance and any other law or legal requirement for the time being applicable. The application made to the Authority shall amongst other things, be accompanied by the clearance given by the Exchange under sub-regulation (1).

(3) Without prejudice to the foregoing, the prospectus or the offer for sale shall fulfill all requirements of the law and instructions of the Authority as well as the criteria for listing and the guidelines laid down by the Exchange form time to time, not being inconsistent with law or instructions of the Authority.

(4) The prospectus or offer for sale with the proforma application form shall 'be published by the company in one newspaper each at Karachi, Lahore, Rawalpindi and Islamabad, or as the Exchange may in addition require, at least 7 (seven) days in advance but not more than 30 (thirty) days before the date of the opening of the subscription list.

(5) The issuer shall make available to the Exchange and to 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 company shall also accept applications on identical forms.

(6) The Applications for shares shall be accepted only through bankers to the issue, whose names shall be included in the prospectus or the offer for sale.

(7) The directors or the offerers, as the case may be, shall not participate in subscription of shares offered to the general public.

8 A. The share certificates shall be issued in such marketable lots or in any other manner as may be determined or approved by the Exchange.

8 B. The application money shall be refunded, within such time as is prescribed in regulation 9(4), if the company is not listed on the Exchange for any reason whatsoever or the listing is refused.

9. (1) The company shall inform the Exchange of the subscription received which information shall be communicated in writing under the hand of an authorised person with certificate(s) from bankers to the issue, within three working days of the closing of subscription.

(2) The company shall take a decision within 10 days of the closure of subscription list as to which applications have been accepted or are successful.

(3) The company shall refund the application money in case of unaccepted or unsuccessful applications within 10 days of the date of such decision.

(4) In case the application for listing is refused by the Exchange, for any or whatsoever reasons, the company shall forthwith pay without Surcharge all moneys received from applicants in pursuance of the prospectus or the offer for sale and any such director of the company shall be, jointly and severally, liable to repay that money with surcharge at the rate of one and half percent for every month or part thereof from the expiration of the fifteenth day.

(5) In case of over-subscription, the company, or the offerers, as the case may be, shall immediately submit to the Exchange copies of the ballot register of successful applications.

(6) The company shall despatch all shares certificates, in marketable lots, within 30 days of the closing of subscription list to all the successful applicants under intimation to the Exchange.

Provided that where the security has been declared to be an eligible security, share certificates shall be issued by the company and deposited directly into the CDS in such manner as may be prescribed by the CDC.

(7) Any company which makes a default in complying with the requirements of these Regulations, or any of its sub-regulation, shall pay to the Exchange a penalty of Rs.500/- (Rupees Five Hundred only) for every day during which the default continues. The Exchange may also notify the fact of such default and the name of the defaulting companies.

(8) Any action under these Regulations shall be without prejudice to the action or steps taken by any other person or Authority.

10. The company or the offerers shall, within 30 days of closing of subscription list, pay brokerage to the members of the Exchange at the minimum rate of one per cent of the value of the shares actually sold through them.

11. (1) The company shall split allotment letters and letters of right into marketable lots within seven days of receipt of such application.

(2) The company shall consolidate or split, as may be required by a holder in writing, share certificates into marketable lots within 45 days of receipt of such application. The company may charge an amount, which shall not exceed Rs. 10/= for each share certificate, except in the case of those issued or to be issued in marketable lots.

Provided that the requirements of sub-regulation (1) & (2) shall not apply where the security has been declared an eligible security and held in the name of CDO. In such oases, the procedure as prescribed by the CDC shall be complied with.

12. Deleted

13. (1) The company shall verify the signature of shareholders within 48 hours of such a request.

(2) The company shall complete shares transfer and have ready for delivery the share certificates lodged for registration of transfer within 45 days of the application for such transfer and its registration.

Provided that this regulation shall not apply in case of eligible securities deposited into the CDS In such cases the procedure as prescribed by the CDC shall be complied with.

14. (1) The company shall give a minimum of 21 days notice to the Exchange prior to closure of Share Transfer Books for any purpose.

Provided that companies quoted on Cleared List shall give two months notice for closure of Share Transfer Register subject to prior approval of dates by the Exchange.

(2) The company shall treat the date of posting as the date of lodgment of shares for the purpose for which shares transfer register is closed, provided that the posted documents are received by the company before relevant action has been taken by the company.

(3) The company shall issue transfer receipts immediately on receiving the shares for transfer.

(4) The company shall not charge any transfer fee for transfer of shares.

(5) 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 year in the whole.

15. No listed company shall exercise any lien whatsoever on fully paid shares and nor shall there be any restriction on transfer of fully paid shares. The same shall apply to all listed securities.

V. DIVIDENDS AND ENTITLEMENTS
16. (1) Every listed company shall advise and keep advised by appropriate writings to the Exchange 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 cover during trading hours of the Exchange.

(2) Listed companies, holding their board meetings outside Karachi, shall advise the Exchange and convey full particulars as in sub-regulation (1) including the place, address and time, during its trading hours by telex followed by a letter of confirmation.

(3) Intimation of dividend and of all other entitlements shall be sent to the Exchange not later than 21 days prior to commencement of the book closure.

17. Every listed company shall send to the Exchange its financial results, both in the case of half yearly and annual accounts, in such form as may be prescribed by the Exchange as soon as these are approved by the directors of the company.

18. (1) The company shall send to the Exchange 300 copies each of statutory report, annual report and audited accounts not later than 21 days before a meeting of the shareholders is held to consider the same.

(2) The company shall send to the Exchange copies of all notices as well as resolutions prior to 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 adopted and become effective.

(3) The company shall send to the Exchange 300 copies of half yearly accounts as soon as the same are printed and/or published.

19. (1) Every listed company shall :-

i) despatch the interim dividend warrants to the shareholders concerned within 45 days from the date of commencement of closing of share transfer register for purpose of determination of entitlement of dividend;

ii) despatch the final dividend warrants to the shareholders concerned within 45 days from the date of General Meeting in which the same has been approved;

iii) intimate the Exchange immediately as soon as all the dividend warrants are posted to the shareholders;

iv) despatch interim and final dividend warrants to the shareholders by registered post unless those entitled to receive the dividend require otherwise in writing.

(2) All dividend warrants, in addition to the place of the Registered Office of the issuing companies, shall be encashable at Karachi, Hyderabad, Sukkur, Quetta, Multan, Lahore, Faisalabad, Islamabad, Rawalpindi and Peshawar for a period of three months from the date of issue.

(3) A listed company, which makes a default in complying with the requirements of this Regulation, shall pay to the Exchange penalty of Rs.500/= (Rupees five hundred 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 Official Quotation List of the Exchange.

(4) The Board may suspend or if it so decides, delist any company which makes a default in complying with the requirements of this Regulation.

(5) Any action under this Regulation shall be without prejudice to the action or steps taken by any other person or authority.

Vl. ANNUAL GENERAL MEETINGS, ETC.
20. (1) A listed company shall hold its annual general meetings and lay before the said meetings balance sheet and profit and loss account within six months following the close of its financial year.

(2) A company may apply to the Exchange for extension in time under sub-regulation (1) and shall pay the following extension fees with such application:

(i) Extension for the 1st month or part thereof Rs.5,000/=
(ii) Extension for the 2nd month or part thereof Rs.7,500/=
(iii) Extension for the 3rd month or part thereof Rs. 10,000/=


Provided that the above extension shall be allowed subject to and upon production of a letter of approval from the Corporate Law Authority allowing a similar extension.

(3) Upon receipt of the application, with the fee corresponding to the extension applied for, the Board may, in its sole discretion, grant or refuse the extension. In the event of refusal the fee paid with the application shall be refunded.

(4) Failure to obtain extension from the Exchange or if the annual general meeting is not held within time or the extension is refused, shall make the company liable to penalty at double the rate of extension fees provided above.

(5) No further extension beyond the maximum period under sub-regulation (2) shall be granted. In the event of default continuing after the final extention provided herein above, the company shall be liable to an additional penalty at the rate of Rs. 500/= per day for every day of the default and to action of suspension 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.

(6) The Board may suspend/delist any company which makes a default in complying with the requirements of this Regulation and/or fails to pay the penalty payable hereunder or imposed by the Exchange.

21. (1) The company shall furnish copies of minutes of its annual general meeting and of every extraordinary general meeting to the Exchange within 60 days of such meeting.

(2) The company shall furnish a complete List of all its shareholders as at 31st December in each calendar year, duly affirmed to be correct as and upto 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 Rs.500/- per day for each day of default until it continues.

VII. INCREASE OF CAPITAL & ALLIED ISSUES
22. Every listed company shall immediately advise the Exchange of all decisions taken by its board of directors regarding any change in authorised, issued or paid-up capital, by issue of bonus shares, right shares or refund of capital, etc.

23. (1) A listed company shall issue entitlement letters or right offers to all the shareholders within a period of forty-five days from the date of re-opening of share transfer register of the company closed for this purpose.

Provided that this regulation shall not apply in case of eligible securities deposited into the CDS. In such cases, the procedure as prescribed by the CDC shall be complied with.

(2) The company shall pay the following fees for extension granted by the Exchange with regard to issuance of entitlement letters, etc.

(i) for the first 15 days Rs. 100/= per day
(ii) for the next 15 days Rs. 200/= 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-regulation (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 Rs.5,000/= per day for each day of default and also to action of suspension or otherwise delisting by the Exchange.

(4) No company which has been suspended 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 assent of the Board for the restoration.

24. (1) A listed company shall issue bonus shares certificates within a period of forty-five 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 concerned by registered post unless those entitled to receive the bonus share certificates require otherwise in writing;

(ii) the Exchange shall be immediately intimated as soon as the bonus share certificates are posted to the shareholders;

(iii) the company shall pay extension fee for the balance of the period upto 90 days from the date of re-opening of Share Transfer Register at the rate of Rs. 1000/= per day;

(iv) no extension beyond that provided in the preceding clause shall be granted;

(v) in the event of the default continuing after the final extension the company shall be liable to a penalty at the rate of Rs.500/= per day the default continues and also to action of suspension or de-listing by the Exchange;

Provided that this regulation shall not apply in case of eligible securities deposited into the CDS. In such cases, the procedure as prescribed by the CDC shall be complied with.

(2) No listed company, which has been suspended or de-listed, shall be restored and its shares re-quoted on the Exchange until it pays penalty for the days of the default and receives the assent of the Board for restoration.

VIII. LISTING OF SUBSIDIARY COMPANY & OTHER MATTERS
25. (1) A listed company distributing shares of its unlisted subsidiary company in the form of specie 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 a meeting of such company.

(2) In case of failure of such subsidiary company to apply for listing or refusal by the Exchange for such listing on account of insufficient 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 a price not less than the current break-up value, or face value, whichever is higher, within 30 days from the expiry 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 Board or the company de-listed.

26. Every listed company shall notify the Exchange immediately regarding changes in its board of directors by addition or removal by death, resignation, or dis-qualification.

27. A listed company shall obtain prior clearance of the Exchange for any amendment proposed to be made in its memorandum and articles of association before the same are placed for the approval of the shareholders.

28. A listed company shall immediately inform the Exchange of any material contract entered into by the company or of any material change in the nature of its business including change of management, sale or purchase of major operating assets, franchise, brand name, goodwill, royalty, financial plan, etc., and all relevant information such as consideration, terms of payment, period of use of such facilities and projected gains to accrue to the company.

29. Every listed company shall advise the Exchange of:-

(a) the decision to issue Participation Term Certificates and the purpose thereof notwithstanding that application is to be made to the authorities later;

(b)submit copy of the application made to authorities with relevant details and certified copy of the consent order.

(c) All material particulars of the Participation Term Certificates including conditions governing the issue, details of guarantee/securities, trustees and name of the subscribing institution(s).

30. All listed companies shall obtain prior approval of the Exchange in respect of the date and time of holding of its annual general meetings.

31. All listed companies shall notify the Exchange in advance the date and time of its board meeting specially called for consideration of its accounts and for declaration of any entitlements for the shareholders.

IX. DE-LISTING, SUSPENSION AND DEFAULTERS' COUNTER
32. (1) A listed company may be de-listed, suspended or placed on the Defaulters' Counter, for any of the following reasons:-

(a) if its securities are quoted below 50 per cent of face value for a continuous period of three years.

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 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 of production; and

(iii) 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 into liquidation either voluntarily or under court order;

(e) if it has failed to pay the annual listing fees as prescribed in these regulations payable to the Exchange for a period of 2 years of penalty imposed under these regulations or any other dues payable to the Exchange;

(f) if it has failed to comply with the requirements of any of these regulations;

(ff) If the company for any reason whatsoever refuses to join the CDS after its securities have been declared eligible securities by the CDC.

(g) no company which has been de-listed or suspended shall be restored and its shares re-quoted until it removes the causes of de-listing/suspension and receives the assent of the Board for the restoration.

(2) No company will be de-listed or placed on Defaulters' Counter, under these Listing Regulations, unless such company has been given an opportunity of being heard.

Provided, however, placement of a company on the Defaulters' Counter for reasons mentioned in sub-regulation (1) above, shall not impair the power of the Exchange to de-list such company subsequently, if the causes mentioned in paras (a) to (g) of sub-regulation (1) are not removed within a reasonable time, or if in the opinion of the Board, such causes will not be removed by the company within a reasonable time, and/or de-listing of such company becomes necessary in the public interest:

33. Where 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 market realities, may except in cases where the earlier quotation is below par value and, with the prior approval of the Authority, quote such companies at par from the one hundred and eighty first day irrespective of the price earlier prevalent.

X. LISTING AND ANNUAL FEES
34. (1) A company applying for listing on the Exchange, shall pay an initial listing fee equivalent to one seventh of one percent of the PAID-UP-CAPITAL subject to a maximum of rupees two million and five hundred thousand.

Provided that in case of debt instruments the initial listing fee shall be charged at the rate of one tenth of one percent of the amount of total debt instrument subject to a maximum of rupees two million.

(2) Whenever, a listed company increase the paid-up capital of any class or classes of its shares, or securities listed on the Exchange, it shall pay to the Exchange a fee equivalent to one seventh of one per cent of such increase.

(3) Every listed company shall pay, in respect of each financial year of the Exchange, commencing from 1st July and ending on 30th June next, an annual listing fee, which shall be payable by or before the 30th September in each calendar year, as per following schedule:

COMPANIES HAVING PAID-UP-CAPITAL RATE OF FEE
Upto Rs. 50 million Rs. 25,000 per annum
Above Rs.50 million & upto Rs.200 million Rs.50,000 per annum
Above Rs. 200 million Rs.100,000 per annum


Provided that the Board may revise the above fees or any of the slabs or add new slabs with the approval of the Authority.

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 irrespective of the date of its listing during the financial year

(4) The above Listing fee or any other sum fixed by the Board shall be payable by 30th September in advance for every financial year.

(5) Failure to pay the annual fee by 30th September shall make the company liable to pay a surcharge at the rate of 1.5 per cent (one and a half per cent) per month or part thereof, until payment. However, if reasonable grounds are adduced for non payment or delayed payment of annual fee, the Exchange may, reduce or waive the surcharge liability.

(6) A company applying for enlistment on the Exchange shall, in addition to other fees, pay a sum or Rs.25,000 as Service Charges.

35. (1) All Exchange dues shall be paid by cheques, pay orders or bank drafts payable to the Exchange at any Bank Branch located in Karachi.

(2) 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 prevent the Exchange from recovering such dues through posting defaulters names on the notice board of the Exchange or by invoking the process of law and obtaining order of a competent court.

36. (1) Without prejudice to various specific or other penalties provided or available under these Regulations the Exchange shall have powers to suspend, delist or place a company on the "Defaulters' Counter", if in the opinion of the Exchange, such company has defaulted or contravened any Listing Regulations:

(2) The suspension, de-listing or placement of a company on the Defaulters' Counter under Regulations No. 32 or the preceding sub-regulation shall be communicated to such company and simultaneously notified to the trade, inter alia by posting it on the notice board of the Exchange and publishing it, if deemed necessary, in the Official Quotation List or by a circular or intimation issued by the Exchange.

(3) Trading in the securities of a suspended or de-listed company shall forthwith cease and shall not be commenced until the suspension is withdrawn or the de-listing is restored by the order of the Board.

(4) Trading in the securities of a company placed on Defaulters' Counter, shall be effected separately and the prices shall also be quoted separately in the Official Quotation List until such company is removed from the Defaulters' Counter and restored to regular counter of the Exchange by the order of the Board.

FORM I

FORM OF APPLICATION UNDER SECTION 9 OF THE SECURITIES AND EXCHANGE ORDINANCE 1969 FOR LISTING A SECURITY ON A STOCK EXCHANGE

To:
The General Manager
Karachi Stock Exchange (Guarantee) Limited
Karachi

Dear Sir,

We hereby apply for the listing of our-----------------------------------------------
on your Stock Exchange (name of company)

2. Necessary information and documents as required in the annexure to this form are furnished.

Yours faithfully,

SIGNATURE & ADDRESS
c.c. to:
The C.L.A.
ISLAMABAD.

ANNEXURE TO FORM I

The following particulars and 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 prospectus 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 existence only for such years;
4. A brief history of the company since incorporation giving details of its activities including any re-organisation, changes in its capital structure and borrowings.
5. A statement showing:
(a) cash dividends and bonuses paid during the last 10 years or such shorter period as the company may have been in existence;

(b) dividends or interest in arrears, if any.

6. Certified copies of agreements or other documents relating to arrangements with or between:

(a) vendors 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 particulars, 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 normal course of the company's business or intended business together with a brief description of the terms of such agreements.

9. Certified copies of the agreements with the NIT, ICP, PICIC, IDBP and any other financial institution.

10. Names and addresses of the directors and persons holding ten per cent or more of any class of equity security as on the date of application together with the number of share or debentures held by each.

11. Particulars of security for which listing is sought.

12. Additional information/documents that may be called by the Exchange.

FORM -II

FORM FOR SUBMISSION OF PAYMENT OF FEES

The General Manager
Karachi Stock Exchange (Guarantee) Limited
Karachi.

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 provisional contained in our Articles of Association.

(2) A cheque of Rs.--------- towards initial Listing Fees at the rate of one seventh of one per cent of the Paid-up Capital of Rs.---------------.

(3) A cheque of Rs.---------towards annual Listing Fee as per your Listing Regulations.

Yours faithfully,

SIGNATURE

FORM-III

FORM OF UNCONDITIONAL UNDERTAKING UNDER LISTING REGULATION NO. 5 ON NON-JUDICIAL STAMP PAPER

DATED:----/--- /----

The Governing Board of Directors
Karachi Stock Exchange (Guarantee) Limited
KARACHI.

UNDERTAKING

We undertake, unconditionally, to abide by the Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited which presently are, or hereinafter may be in force.

We further undertake:

(1) That our shares and securities shall be quoted on the Ready Quotation Board 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 Board 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 consider sufficient in public interest.

(4) That such provisions in the articles of association of our company or in any declaration or agreement relating to any other security as are or otherwise not deemed by 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 nominee relating to the other securities to the extent indicated by the Exchange for purposes of amendment and we shall not raise any objection in relation to a direction by the Exchange for such amendment; and

(5) That our company and/or the security may be delisted by the Exchange in the event of non-compliance and breach of this undertaking.

Yours faithfully

(Signature of Authorised Person)
Common Seal of the Company

CRITERIA/GUIDELINES FOR LISTING OF COMPANIES ON THE EXCHANGE

(1) Every listing application must accompany:
i) All relevant Land Acquisition documents,
ii) Feasibility Report in case of a new project,
iii) Copies of the Letters of Credit established for the purpose of import of all machinery, if linked with the public issue.

(2) The Exchange shall not entertain listing application of such company whose "Chief Executive" has been found to have violated the Listing Regulations or any other/listed companies on the Exchange of which he had been the Chief Executive.

(3) In all the prospectuses/offer for sale, the following disclosures must be made:-

i) No financial statements shall be incorporated in the prospectus/Offer For Sale which is not audited and certified by the auditors and which is not accompanied by the accounting policies.

ii) The Audited Accounts incorporated in the Prospectus/Offer For Sale shall not be older than 6 months time before the application of Listing is made to the Exchange.

iii) A profile of the Chief Executive alongwith academic qualifications and experience in the field on Industry.

iv) Break-up value of the shares on the basis of the latest audited account supported by a certificate from the auditors.

v) In the financial plan, the amount of interest/mark/up/financial charges during pre- production period should be shown separately.

vi) Any other disclosure which the Exchange may require for the benefit of the investors.

(4) A running company for one full year or more, reflecting losses in their last audited accounts, shall not qualify for listing if its equity is eroded by 40% or more.

(5) The companies applying for listing on the Exchange should have a paid-up capital of not less than Rs. 50 million.

(6) In the case of Modaraba Companies, 30 % of the paid-up capital shall be subscribed by the Sponsors their Friends Associates and Associated Companies and balance 70 % shall be offered to General Public including N.I.T. Additionally, the management should have sufficient experience of finance and its management with supporting documents, as submitted to the Registrar Modaraba Companies.

7) No company should be allowed listing whose promoters/sponsors/controlling directors are also promoters/sponsors/controlling directors in other listed companies, which are in default of any Listing Regulation of the Exchange. However, this will not apply to nominee directors of the Government and Financial Institutions. The company should also provide a list of Controlling Directors.

8) No company shall be allowed listing which is a Wholly owned subsidiary company of any other listed company which has violated the Listing Regulations of the Exchange and is still in default of any Listing Regulation.

9) No company shall be allowed listing until it has achieved financial close.

10) A certificate signed by all the directors and principal sponsors of the company should be submitted, confirming that the machinery has been purchased at most competitive rates and the same should be disclosed in the prospectus/offer for sale for information of the prospective subscribers.

11) A brief write-up of each controlling directors shall be submitted in order to assess their performance and the same should form part of the prospectus/offer for sale.

CRITERIA/GUIDELINES FOR LISTING OF COMPANIES ON THE EXCHANGE

(1) Every listing application must accompany:
i) All relevant Land Acquisition documents,
ii) Feasibility Report in case of a new project,
iii) Copies of the Letters of Credit established for the purpose of import of all machinery, if linked with the public issue.

(2) The Exchange shall not entertain listing application of such company whose "Chief Executive" has been found to have violated the Listing Regulations or any other/listed companies on the Exchange of which he had been the Chief Executive.

(3) In all the prospectuses/offer for sale, the following disclosures must be made:-

i) No financial statements shall be incorporated in the prospectus/Offer For Sale which is not audited and certified by the auditors and which is not accompanied by the accounting policies.

ii) The Audited Accounts incorporated in the Prospectus/Offer For Sale shall not be older than 8 months time before the application of Listing is made to the Exchange.

iii) A profile of the Chief Executive alongwith academic qualifications and experience in the field on Industry.

iv) Break-up value of the shares on the basis of the latest audited account supported by a certificate from the auditors.

v) In the financial plan, the amount of interest/mark/up/financial charges during pre-production period should be shown separately.

vi) Any other disclosure which the Exchange may require for the benefit of the investors.

(4) A running company for one full year or more, reflecting losses in their last audited accounts, shall not qualify for listing if its equity is eroded by 40% or more.

(5) The companies applying for listing on the Exchange should have a paid-up capital of not less than Rs. 50 million.

(6) In the case of Modaraba Companies, 30 % of the paid-up capital shall be subscribed by the Sponsors their Friends Associates and Associated Companies and balance 70 % shall be offered to General Public including N.I.T. Additionally, the management should have sufficient experience of finance and its management with supporting documents, as submitted to the Registrar Modaraba Companies.

(7) No company should be allowed listing whose promoters/sponsors/controlling directors are also promoters/sponsors/controlling directors in other listed companies, which are in default of any Listing Regulation of the Exchange. However, this will not apply to nominee directors of the Government and Financial Institutions. The company should also provide a list of Controlling Directors.

(8) No company shall be allowed listing which is a wholly owned subsidiary company of any other listed company which has violated the Listing Regulations of the Exchange and is still in default of any Listing Regulation.

(9) 'No company shall be allowed listing until it has achieved financial close.

(10) A certificate signed by all the directors and principal sponsors of the company should be submitted, confirming that the machinery has been purchased at most competitive rates and the same should be disclosed in the prospectus/offer for sale for information of the prospective subscribers.

(11) A brief write-up of each controlling directors shall be submitted in order to assess their performance and the same should form part of the prospectus/offer for sale.


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