Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017 (Updated until August 24, 2021)

Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017 [Updated until August 24, 2021]

Registered No. D.A-1

Bangladesh Gazette
Extraordinary Number
Published by Authority
Tuesday, June 13, 2017

[Notifications and notices issued for consideration by private persons and corporations.]

Bangladesh Securities and Exchange Commission, Dhaka Securities Commission Bhavan E-6/C Agargaon Sher-e-Bangla Nagar Administrative Area Dhaka-1207, Bangladesh

Order
Date: 09 May 2017

No.-BSEC/CMMRCDI/2001-23/198/Admin/75 - In exercise of the powers conferred by sub-section (1) of Section 24 of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Bangladesh Securities and Exchange Commission, after previous publication, hereby makes the following rules:

1. Short title. These rules shall be called "Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017".

2. Definitions. (1) Unless the subject or context otherwise requires, in these rules:-
   (a) "Ordinance" means Securities and Exchange Ordinance, 1969 (XVII of 1969); (b) "Approved Securities" means any listed securities approved by an exchange for the purpose of market making under these rules and any securities determined by any rule; (c) "Act" means Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993); (d) "Form" means the Form set forth in the Schedule; (e) "Market Maker" means a person who is appointed by an exchange for the market making (Market making) of any Approved Securities by entering into a tripartite agreement with an issuer or fund and an exchange on the basis of a registration certificate issued by the Commission for this purpose; and (f) "Market Making" (Market making) means the continuous quoting of both bid and ask prices (two way price) along with the number of securities of any Approved Securities to ensure its liquidity and appropriate price.

(2) The words or expressions used in these rules for which no definition has been provided shall be used in the same sense as they are used in the Securities and Exchange Ordinance, 1969 (XVII of 1969), Bank Company Act, 1991 (Act No. 14 of 1991), Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), Financial Institutions Act, 1993 (Act No. 27 of 1993), Insurance Act, 2010 (Act No. 13 of 2010), Exchange Demutualization Act, 2013 (Act No. 15 of 2013), Financial Reporting Act, 2015 (Act No. 16 of 2015) and any rule, order and directive made thereunder.

3. Prohibition of acting as a market maker without registration certificate. - No person shall act as a market maker without a valid registration certificate issued under these rules.

4. Eligibility for registration certificate. - A person shall be eligible to obtain a registration certificate as a market maker if:- It or its,
   (1) is a company holding a certificate as a Stock Dealer or Stock Broker-Dealer under the Securities and Exchange Commission (Stock Dealer, Stock Broker and Approved Representative) Rules, 2000; (2) has a minimum paid-up capital of 10 (ten) crore Taka:
   Provided that, at least 75% (seventy-five percent) of its paid-up capital shall be maintained as permanent Net Worth and permanent positive Net Capital Balance:
   Further provided that, the Commission may redefine this from time to time by order; (3) no director or 5% or more shareholder is- (a) accused or convicted of any criminal offense involving violation of securities law, fraud, deceptive or dishonest activities; and (b) declared bankrupt or mentally incapacitated by a court; and (c) a bank loan defaulter; (4) is a Trading or Full Service Depository Participant of the Depository; (5) in applicable cases, is registered as a participant of the Clearing and Settlement Service Provider; (6) has at least 2 (two) registered approved representatives designated for market making activities and they have at least 3 (three) years of experience as approved representatives; (7) has the necessary office space, computer systems, sufficient manpower and other ancillary facilities required for market making; (8) appoints any member of its principal executive or board of directors as a Compliance Officer, subject to the approval of the relevant exchange; (9) has appropriate internal control systems (Internal Control System) in areas such as the ability and competence to properly conduct market making activities, risk management, and conflict of interest resolution; and (10) possesses any other qualification determined by the Commission by written order.

5. Submission, consideration, etc. of application for registration certificate. - (1) An application for a registration certificate shall be submitted to the Commission in the prescribed form (Form-A) along with the recommendation of the exchange.
   (2) A non-refundable application fee of 50 (fifty thousand) Taka shall be submitted along with the application form through a bank draft or pay-order in favor of the Bangladesh Securities and Exchange Commission.
   (3) Necessary documents supporting the information mentioned in the form shall be submitted along with the application form, and if directed by the Commission, additional documents and information shall be submitted.
   (4) If any application is incomplete in any manner, it shall be rejected directly by the Commission.
   (5) If satisfied with the application, the Commission shall approve it and issue a registration certificate in Form-B within forty-five (45) working days of receipt; otherwise, it shall reject it with written reasons and inform the relevant exchange and the applicant of the decision. (6) A registration certificate shall be issued upon submission of a registration fee of 1 (one) lakh Taka through a bank draft or pay-order in favor of the Commission, which shall be informed to the applicant by the Commission and a copy of which shall be provided to the relevant exchange.

6. Term and renewal of registration certificate. - (1) Subject to the provisions of these rules, the term of any registration certificate shall be one year from the date of its issuance.
   (2) If an application is submitted in the prescribed form (Form-C) along with a renewal fee of 1 (one) lakh Taka in favor of the Commission through a bank draft or pay-order at least thirty days before the expiry of the registration certificate, the term of the registration certificate may be renewed for the next one year. (3) If the renewal fee is not deposited within the prescribed time, the validity of the relevant registration certificate shall be suspended after its expiry, and in that case, if the renewal fee plus half the amount of the renewal fee as a penalty is deposited in favor of the Commission according to sub-rule (2), the term of the registration certificate may be renewed for the next one year. (4) The renewal fee shall also be paid for the period during which the validity of the registration certificate was suspended.

7. Appointment of market maker, etc. - (1) For the market making of each security, the market maker for such security (separately for each security) shall be appointed by the exchange by entering into a tripartite agreement between the issuer or fund, the relevant exchange, and the registered market maker under these rules.
   (2) The relevant market maker and its directors or 5% (five percent) or more shareholders shall not have any affiliation with the issuer, asset manager, trustee, or custodian of such securities, or their subsidiary, associate, or holding/parent companies. (3) The terms and conditions of the tripartite agreement mentioned in sub-rule (1) for the appointment of the market maker shall be determined by the relevant exchange. (4) After being appointed as a market maker or after the listing of approved securities, whichever is applicable, market making activities shall commence within the time determined by the exchange. (5) A market maker shall not suspend or halt the market making activities of the relevant securities without obtaining permission from the relevant exchange at least fifteen days in advance:
   Provided that, if a market maker suspends or halts activities for any securities with the permission of the relevant exchange, it shall not be eligible for appointment or re-appointment for market making of any securities until at least 90 (ninety) days have passed from the date of such suspension or halt. (6) The relevant exchange may suspend or halt the market maker's activities or cancel the appointment of the market maker by informing the Commission with reasonable cause. (7) A market maker with 10 (ten) crore Taka paid-up capital may be appointed for market making of 1 (one) approved security:
   Provided that, for each additional approved security beyond 1 (one), the market maker shall have an additional 10 (ten) crore Taka paid-up capital along with net worth and net capital balance as per rules. However, a market maker shall not be appointed for market making of more than 5 (five) approved securities at the same time:
   Further provided that, the net investment of the market maker's own portfolio shall not exceed five times its net worth under any circumstances.
   (8) No more than 5 (five) market makers shall be appointed for each approved security.
   (9) The market maker shall maintain Risk Based Capital Adequacy as determined by the Commission from time to time by order.

8. Transactions as a Designated Client by Market Maker: - If a market maker is a registered stock broker-dealer, it may conduct market making activities for specific approved securities as a Designated Client alongside its own portfolio, subject to the following conditions:
   (1) A market maker shall apply to the relevant exchange in the form determined by the exchange to include the client as a Designated Client for the purpose of conducting market making activities for any specific approved security as a Designated Client; (2) The application of any specific approved security's market maker for inclusion as a Designated Client shall not be considered by the Commission if:- (a) it is not a registered Merchant Banker under the "Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules, 1996" or a registered Mutual Fund under the "Securities and Exchange Commission (Mutual Fund) Rules, 2001"; (b) the paid-up capital of the Merchant Banker or the size of the Mutual Fund is not at least 50 (fifty) crore Taka; (c) the market maker does not submit an undertaking determined by the exchange to the effect that it will legally assume all liabilities for market making activities as its Designated Client; and (d) the Designated Client holds 10% (ten percent) or more of the securities of the issuer, promoter, director, asset manager, trustee, or custodian of the relevant approved securities, or has any affiliation with the market maker's promoter, director, or 5% (five percent) or more shareholders and their subsidiary, associate, or holding/parent companies. (3) A market maker for any approved security may only apply for market making activities for its approved securities on behalf of its Designated Client; (4) There shall be a bilateral contract between the market maker and the Designated Client, and the Designated Client shall grant the market maker all powers to transact on its behalf:
   Provided that, transactions shall be executed or effected proportionally between the Designated Client and the market maker's own account according to the terms of the contract:
   Further provided that, the bilateral contract shall mention, among other things, the proportional rate (in percentage) of participation in transactions between the Designated Client and the market maker:
   Further provided that, the rate of participation in transactions by the Designated Client or clients with the market maker shall not exceed fifty (50%) percent:
   Further provided that, the market maker shall receive and retain the confirmation note of such transactions from the Designated Client within 24 (twenty-four) hours of the occurrence of daily transactions on behalf of its Designated Client; (5) A copy of the bilateral contract and power of attorney between the market maker and the Designated Client shall be submitted along with the application for inclusion as a Designated Client to the relevant exchange, and it shall be vetted by the exchange; (6) If the application is accepted by the exchange, the client shall be registered as a Designated Client for any specific approved security; (7) A Designated Client shall not be included as a Designated Client of more than one market maker for market making of any specific approved security at the same time; (8) A market maker shall not include more than three Designated Clients for market making of any specific approved security; (9) A market maker shall not suspend or halt transactions of the relevant securities on its behalf without obtaining permission from the relevant exchange at least fifteen days in advance:
   Provided that, if transactions for any securities are suspended or halted as a Designated Client with the permission of the exchange, it shall not be eligible to be included as a Designated Client or for re-inclusion for market making of any securities until at least 90 (ninety) days have passed from the date of such suspension or halt; (10) The relevant exchange may accept, reject, or accept with conditions the application for inclusion of a Designated Client of any market maker; (11) A market maker for any approved security shall immediately inform the relevant exchange of the following matters regarding its Designated Client:- (1) if any fact changes in any information or description submitted to the Commission or relevant exchange; (2) if the Ordinance or any rule, order or directive made thereunder is violated or breached by the client; (3) if any punitive action is taken against it by the Commission; and (4) if any prohibition is imposed against it by the Commission. (12) Separate accounts and records of transactions conducted as a Designated Client shall be maintained and submitted separately to the Commission or stock exchange, and the market maker shall be fully liable for transactions conducted on behalf of the client; (13) In the case of transactions, the Designated Client shall comply with the applicable rules and regulations.

9. Facilities for market maker, etc. - The relevant exchange, and with the prior approval of the Clearing and Settlement Commission, shall provide fees and other facilities and incentives to the market maker by formulating applicable policies.

10. Matters to be observed by market maker. - (1) Each market maker:-
    (a) shall conduct its activities or activities on behalf of Designated Clients with utmost honesty, trustworthiness, competence and dedication, and shall abide by the law, ordinance, provisions of these rules, terms of the registration certificate, provisions of the relevant exchange, its subordinate laws and rules, and the terms of the tripartite agreement for market maker appointment mentioned in sub-rule (1) of Rule 7; (b) shall not submit false or misleading information to the Commission and relevant exchange; (c) shall immediately inform the Commission and relevant exchange of any change in fact in any information or description submitted to the Commission and relevant exchange, including:- (i) if the net worth of the market maker determined in sub-rule (2) of Rule 4 deteriorates for any reason; (ii) if the market maker or any Designated Client loses eligibility as described in these rules for any reason; (iii) if the registered or business address of the market maker or any Designated Client changes for any reason; and (iv) if the name or ownership or management board of the market maker or any Designated Client changes for any reason. (2) Each market maker shall separately and properly maintain all market making related accounting books, documents and information of itself and its Designated Clients for at least seven years. (3) Each market maker, in addition to the obligations mentioned in sub-rules (1) and (2), shall necessarily abide by any conditions, obligations, liabilities, etc. determined by the relevant exchange.

11. Conduct of market maker's activities, etc. - (1) On each working day, the market maker shall take necessary arrangements to provide liquidity to ensure appropriate pricing and eliminate price imbalances of approved securities, and shall determine its role in market behavior.
    (2) The market maker shall buy and sell any approved securities for market making on its own account and on behalf of its Designated Clients subject to the following conditions and procedures:- (a) It shall quote bid price and offer price on each working day. At the time of price quotation, bid price and offer price shall be quoted simultaneously. Bid price and offer price shall not be the same at proximate times:
    Provided that, if trading of any approved security is temporarily suspended or halted, the obligation to provide bid and ask prices for such security shall be temporarily suspended; (b) The bid price and offer price provided at any specific time may be at most 5% (five percent) lower or higher than its previous bid price and offer price:
    Provided that, the spread between bid price and offer price may be at most 5% (five percent):
    Further provided that, the relevant exchange may determine the difference or spread between bid price and offer price to be below 5% (five percent) considering the type of approved security or market; (c) Approved securities shall not be traded as a price leader; (d) The minimum amount of each bid or offer shall be determined by guidelines formulated by the exchange from time to time; (e) Transactions shall be executed at the quoted price; (f) It shall not receive any commission or other financial benefit directly or indirectly from the issuer or fund of the approved securities; (g) It shall not be involved in insider trading of any approved securities; (h) If a transaction of any approved security is not completed at the provided price in one go within a specific time, it may change its price in accordance with the market, subject to compliance with the provisions of clauses (a) and (b) above, and finally the quoted price shall not exceed the limit of the relevant broker applicable to such securities; (i) The minimum time for the change mentioned in clause (h) shall be determined by guidelines formulated by the exchange from time to time; (j) It shall not buy or sell any securities of the approved securities, its issuer or fund, asset manager, trustee, custodian, promoter, director, or employee; (k) It shall appoint at least one approved representative for the purchase and sale of each approved security and inform the relevant exchange, and in case of any change, it shall immediately inform the relevant exchange.

12. Short Selling through Borrowing of Approved Securities. - (1) Subject to compliance with the Ordinance, this Act, these rules, or any other rules, regulations, or any order or directive, a market maker may sell (Short Selling) any approved securities by borrowing them on its own account:
    Provided that, short selling by a market maker on its own account shall not in any case exceed 30% (thirty percent) of its total sales on its own account:
    Further provided that, securities shall not be borrowed for the purpose of short selling from the issuer's promoter, director, employee, or 10% (ten percent) or more shareholders (excluding the market maker) of the approved securities. (2) Transactions and settlement of securities borrowed for the purpose of selling shall be ensured automatically in the manner determined by the exchange. (3) The selling price of securities borrowed by the market maker for the purpose of selling shall be lower than the best current ask price in the exchange of such securities. (4) Securities shall not be borrowed for the purpose of selling on behalf of any Designated Client. (5) The market maker shall not lend or provide loans for the purpose of purchasing any approved securities on behalf of any Designated Client. (6) The market maker may use approved securities in the appropriate borrowing and lending category on its own account according to the relevant rules or regulations. (7) Except for the said purpose, any approved securities purchased by the market maker on its own account or on behalf of a Designated Client shall only be sold for market making.

13. Settlement Procedure. - Settlement of approved securities for market making shall be completed in the manner determined by the relevant exchange or Clearing and Settlement Company, in applicable cases.

14. Reporting, etc. - (1) Each market maker shall submit detailed information regarding daily transactions to the relevant exchange in printed or electronic format at least 30 (thirty) minutes before the start of trading on the next day, along with the certification of its Compliance Officer, and the exchange shall publish such information on its trading monitor understanding the importance of the transactions.
    (2) Each closing price and the aforementioned transaction prices, along with volume, shall be disseminated on the trading monitor of the relevant exchange until the next price quote is not made.
    (3) The relevant exchange shall separately preserve the price quotation along with the time of each market maker for each security and the transaction information conducted on its own account or on behalf of a Designated Client.

15. Right to obtain information. - Each market maker shall have the right to regularly obtain published information regarding the overall activities of the issuer or fund along with information on the relevant securities from the issuer or fund of the relevant or approved securities, and the issuer or fund shall be obligated to provide such information to the market maker.

16. Separate Trading Mechanism for Purchase and Sale. - (1) Purchase and sale of any approved securities for creation shall only be made through a separate trading mechanism determined by the exchange for this purpose.
    (2) For the purpose of fulfilling the objectives of these rules, the relevant exchange shall formulate separate trading arrangements for market making of approved securities and the terms and conditions for appointment of market makers, contract terms, transaction terms, securities lending & borrowing terms, short selling terms, liabilities-obligations of the market maker or its Designated Client, and necessary regulations within three (3) months of the publication of these rules in the Gazette:
    Provided that, if the relevant exchange applies by stating reasonable cause for not being able to comply with the said provisions within the said time, the Commission may extend the time limit for such compliance.

17. Cancellation, Suspension, etc. of Registration Certificate.
    (1) If any market maker loses the qualifications described in these Rules, or violates any condition of the law, ordinance, these Rules, or the regulations/by-laws of the relevant exchange, or any condition of the registration certificate issued under these Rules or any tripartite agreement, the Commission may cancel such market maker's certificate or suspend its validity for a specified period:
    Provided that before cancelling or suspending any certificate under these Rules, the Commission shall provide at least seven days' notice to the relevant market maker, stating reasons, and give them an opportunity to present their views in writing. (2) After receiving the notice under sub-rule (1), if the relevant market maker presents their views within the prescribed time, the Commission, after considering such views and providing an opportunity for hearing personally or through a representative of its Chief Executive if necessary, shall make a decision regarding the proposed cancellation or suspension and inform the relevant market maker in writing, and send a copy of the decision to the relevant exchange and issuer or asset manager. (3) If the Commission is satisfied in any special case that it is necessary to suspend the validity of a registration certificate before taking a decision to cancel it under these Rules, it may suspend the validity of such certificate before issuing notice under sub-rule (1) or at any time, and if so done, it shall inform the relevant market maker, exchange, and issuer or asset manager about the decision. (4) If the validity of any registration certificate is suspended under sub-rules (2) and (3), the relevant market maker shall not act as a market maker for any approved securities based on such certificate nor carry out market-making activities.

18. Inspection and Investigation.
    (1) For the purpose of ensuring whether any market maker under these Rules is performing his duties and functions and whether the provisions of these Rules are being complied with, the relevant exchange may, on its own initiative or based on any complaint or information received by it, inspect any market maker or his specialized client account books, registers and other documents and his operations if it deems necessary, and may appoint any officer of the exchange or any other person or institution as inspector for this purpose, and submit the relevant report to the exchange within 7 (seven) working days of completion of such inspection. Such report along with the opinion of the relevant exchange shall be sent to the Commission within the next 15 (fifteen) working days:
    Provided that during inspection of any matter concerning the market maker or his specialized client by the relevant exchange, such market maker, all its members, directors, officers and other employees shall provide full cooperation along with authorization for this matter:
    Further provided that if any account books, documents and other necessary information required by any inspector appointed by the relevant exchange for inspection of any matter concerning the market maker or his specialized client are needed, such market maker shall present them to the exchange or inspector officer. (2) For the purpose of ensuring whether any market maker under these Rules is performing his duties and functions and whether the provisions of these Rules are being complied with, the Commission under the law or ordinance may, on its own initiative or based on any complaint or information received by it, investigate any matter concerning any market maker or his specialized client if it deems necessary.

19. Compliance with Orders or Directives.
    The enforceable provisions mentioned in these Rules shall be considered as compliance with orders or directives given by law:
    Provided that the Commission may issue orders or directives from time to time under these Rules or law or ordinance for the purpose of conducting or controlling the operations of market makers, which every market maker or his specialized client, exchange and issuer of approved securities or fund or asset manager shall be fully bound to comply with.

20. Power to Grant Exemption.
    (1) The Commission, on its own initiative or based on the application of any person, may grant exemption to any person from compliance with any provision of these Rules after considering all matters related to public interest and capital market interest and recording reasons. (2) To fulfill the purpose of these Rules, following the procedure of sub-rule (1), the Commission may grant exemption from compliance with any provision of any other rule or regulation or order or directive.

21. Punishment.
    If anyone violates any rule, sub-rule, order or directive mentioned in these Rules, the punishment specified in the manner described in the law or ordinance shall be applicable to him.

21A. Payment of Fees, etc. in favor of the Commission.
Various types of fees, etc., in favor of the Bangladesh Securities and Exchange Commission may be deposited through pay-order, bank draft or electronic fund transfer.

22. Repeal and Safeguard.
    (1) The Securities and Exchange Commission (Market Maker) Rules, 2000, are hereby repealed.
    (2) Notwithstanding such repeal, any action taken, measure adopted, order, directive or registration certificate issued, application, petition or appeal filed, fee deposited, record or document kept, inspection or investigation conducted, report submitted or notice issued under the repealed Rules shall be deemed to have been made, adopted, issued, filed, deposited, kept, conducted, submitted or issued under these Rules.

Schedule
(Forms)
Form A
[See Rule 5(1) of Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017] Application to Bangladesh Securities and Exchange Commission for obtaining Registration Certificate as Market Maker

1. Name of Applicant :
2. Address of Applicant :
   [If address changes, it must be informed in writing to the relevant Stock Exchange and Commission within three working days.]
3. Capital of Applicant :
   (a) Authorized Capital :
   (b) Paid-up Capital :
   [Submit copy of Memorandum & Articles of Association and audited financial statements.]
4. Details of the Exchange of which Applicant is a Trading Member :
   (a) Name and Address :
   (b) TM No. :
   (c) Date of obtaining TM :
5. In what capacity does Applicant hold : Stock Dealer/Stock Broker-Dealer
   (Cross out the one not applicable).
6. Legal Status of Applicant : Company/Statutory Body
   (Cross out the one not applicable).
7. Name and description of power granted to the person signing on behalf of Applicant :
   (Submit copy of Power of Attorney).
8. Phone/Fax/E-mail No. of Applicant's (a) Office :
   (b) Chief Executive's Residence :
9. Names, addresses and details of ownership or business relationship in all other companies/institutions of the Directors of Applicant Company :
10. Experience of Applicant in Securities Business :
11. Net Assets and Net Capital Position of Applicant (as on ..... date) :
    [Audited financial statements to be submitted]
12. Is Applicant any Merchant Banker, Portfolio Manager, Trustee of Mutual Fund, Custodian or Asset Management Company?
13. Has Applicant or any member of its Board of Directors or 5% or more shareholder or its Chief Executive Officer or Compliance Officer ever been convicted of any criminal offense involving fraud, deceptive or dishonest activities? If so, when, where and for which offense-
14. Has Applicant or any member of its Board of Directors or 5% or more shareholder or its Chief Executive Officer or Compliance Officer ever been declared bankrupt or insane by a court? If so, when, where-
15. Is Applicant or any member of its Board of Directors or 5% or more shareholder or its Chief Executive Officer or Compliance Officer a defaulter of any bank loan? If so, which bank and how much money-
16. Provide details of name, father's name, mother's name, permanent address, current address, office address, educational qualification of Applicant's authorized representative - (attach separate paper if necessary) :
17. Mentioning the number of employees of Applicant, provide details of name, father's name, mother's name, permanent address, current address, nationality, National ID number, date of birth, educational qualification and experience of Chief Executive Officer and Compliance Officer (attach separate paper if necessary) :
18. Other information (qualifications described in Rule 4) :

I declare that the information provided above is true and correct to my knowledge and belief.

Date .................... Signature and Seal of Applicant

Recommendation of Stock Exchange
It is hereby certified that the above applicant .................... (write name) is a Trading Member of this .................... Exchange. Its TM No. .................... and date of granting TM .................... It is recommended to grant it a certificate as Market Maker.

Managing Director
Name ....................
Designation and Seal ............
.................... Stock Exchange Ltd.
Date ....................
(Cross out the non-applicable part).

Form B
[See Rule 5(5) of Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017] (Logo of the Commission) Bangladesh Securities and Exchange Commission Registration Certificate of Market Maker

Registration Serial No. .................... Date of Certificate Issuance ....................
Under the power conferred by Section 10(1) of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993) and according to Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017, this Registration Certificate is hereby granted to .................... (write name) residing at .................... as a registered Market Maker. He may buy and sell securities and perform related activities subject to the conditions mentioned in this certificate.

This Registration Certificate will remain valid until .................... date and can be renewed subsequently in the box specified in this certificate.

For Bangladesh Securities and Exchange Commission Signature of Certifying Officer
Name : ....................
Designation and Seal ....................

Certificate Renewal
(See Rule 6)

Valid Until	Changed Address, Legal Status, etc.	Officer's Signature, Date and Seal
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

(Conditions Applicable to Market Maker's Registration Certificate) Terms of Certificate

1. This certificate shall not be sold, gifted, mortgaged or transferred in any other way, nor shall anyone else trade in securities or carry on business as a Market Maker under this certificate.
2. The certificate holder shall abide by the Securities and Exchange Ordinance, 1969 (XVII of 1969), Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), and Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017, and all orders or directives issued from time to time by the Commission under them and all terms of this certificate.
3. The certificate holder shall maintain necessary account books, registers, files and other documents as per the aforementioned Rules.
4. The certificate holder shall be obliged to provide necessary documents and information and all reasonable cooperation as demanded by the investigator or inspector during investigation or inspection of his affairs by the relevant exchange or Commission.
5. If any complaint is raised against the certificate holder, the certificate holder shall take reasonable and appropriate measures to provide necessary relief within thirty days of receipt of such complaint and inform the complainant regarding the same.
6. By December 31st of each English calendar year, the certificate holder shall submit a report to the relevant exchange and Commission within the next thirty days regarding the nature and number of complaints received and remedial measures taken and other related matters.
7. The Market Maker shall abide by the relevant laws, rules, regulations and other applicable terms with the Exchange through which he buys and sells.
8. If there is any change in the structure of the Market Maker or its legal status, it shall inform the relevant exchange and Commission in writing within thirty days of such change.
9. The Market Maker shall arrange for necessary office, equipment and manpower to conduct its work.
10. The Market Maker shall submit quarterly financial statements, audited financial statements and other information and reports to the relevant exchange and Commission according to the broker-dealer rules.
11. The Market Maker shall engage in buying and selling securities daily as applicable to him.

Form C
[See Rule 6(2) of Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017] Application to Bangladesh Securities and Exchange Commission for renewal of Registration Certificate obtained as Market Maker.

1. Name of Applicant :
2. Address of Applicant :
   [If address changes, it must be informed in writing to the relevant Stock Exchange and Commission within three working days.]
3. Capital of Applicant :
   (a) Authorized Capital :
   (b) Paid-up Capital :
   [Submit copy of Memorandum & Articles of Association and audited financial statements.]
4. Details of the Exchange of which Applicant is a Trading Member :
   (a) Name and Address :
   (b) TM No. :
   (c) Date of obtaining TM :
5. (a) Applicant's Registration No. : Date :
   (b) Date of expiry of Registration Term/Renewed Term :
   (c) Period for which application is made (for renewal) :
6. Name and description of power granted to the person signing on behalf of Applicant :
   (Submit copy of Power of Attorney).
7. Phone/Fax/E-mail No. of Applicant's (a) Office :
   (b) Chief Executive's Residence :
8. Names, addresses and details of ownership or business relationship in all other companies/institutions of the Directors of Applicant Company :
9. Description of whether Applicant has performed/was performing functions as Market Maker for any approved securities or took exemption from being Market Maker for any approved securities :
10. Net Assets and Net Capital Position of Applicant (as on ..... date) :
    [Audited financial statements to be submitted]
11. Description of whether Applicant created market for specialized client as specialized client, name of specialized client, account no., for which approved securities trading/market creation was done as specialized client :
12. Has Applicant or any member of its Board of Directors or 5% or more shareholder or its Chief Executive Officer or Compliance Officer ever been convicted of any criminal offense involving fraud, deceptive or dishonest activities? If so, when, where and for which offense-
13. Has Applicant or any member of its Board of Directors or 5% or more shareholder or its Chief Executive Officer or Compliance Officer ever been declared bankrupt or insane by a court? If so, when, where-
14. Is Applicant or any member of its Board of Directors or 5% or more shareholder or its Chief Executive Officer or Compliance Officer a defaulter of any bank loan? If so, which bank and how much money-
15. Provide details of name, father's name, mother's name, permanent address, current address, office address, educational qualification of Applicant's authorized representative - (attach separate paper if necessary) :
16. Mentioning the number of employees of Applicant, provide details of name, father's name, mother's name, permanent address, current address, nationality, National ID number, date of birth, educational qualification and experience of Chief Executive Officer and Compliance Officer (attach separate paper if necessary) :
17. Other information (qualifications described in Rule 4) :

I declare that the information provided above is true and correct to my knowledge and belief.

Date .................... Signature and Seal of Applicant

By Order of Bangladesh Securities and Exchange Commission

Dr. M. Khairul Hossain
Chairman.