Registered No. D.A-1
Bangladesh Gazette
Extraordinary
Published by Authority
Tuesday, June 13, 2017
[ Notifications and Notices issued by private persons and corporations under authority ]

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Notification
Date: 09 May 2017
No.-BSEC/CMMRCID/2001-21/198/Admin/75.—In exercise of the powers conferred by Section 24(1) 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 the "Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017".

2. Definitions.—(1) Unless the context or subject matter otherwise requires, in these rules—
   (a) "Ordinance" means the Financial Institutions (Emergency Provisions) Ordinance, 1969 (D.O. No. 1969); (b) "Approved Securities" means any securities listed on a list approved by an exchange for the purpose of market making under these rules, and any securities specified by any rule; (c) "Act" means the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993); (d) "Form" means any form specified in the Schedule; (e) "Market Maker" means any person who, on the basis of a registration certificate issued by the Commission for this purpose, enters into a tripartite agreement with an issuer or fund and an exchange, and is appointed by the exchange to make a market (i.e., provide liquidity) for any approved securities; (f) "Market Making" (i.e., Liquidity Provision) means the continuous quoting of both bid (buy) and ask (sell) prices, along with the quantity (lot size), to ensure the liquidity and appropriate price of any approved securities.

(2) In these rules, words or expressions (defined terms) for which definitions are not provided shall have the same meanings as used in the Financial Institutions (Emergency Provisions) Ordinance, 1969 (D.O. No. 1969), the Bank Companies Act, 1991 (Act No. 14 of 1991), the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Non-Bank Financial Institutions Act, 1993 (Act No. 27 of 1993), the Companies Act, 1994 (Act No. 18 of 1994), the Depositories Act, 1999 (Act No. 6 of 1999), the Insurance Act, 2010 (Act No. 13 of 2010), the Exchanges Demutualization Act, 2013 (Act No. 15 of 2013), the Financial Reporting Act, 2015 (Act No. 16 of 2015), and any rules, regulations, orders, and directives made thereunder.

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

4. Eligibility for registration certificate.—A person shall be eligible for a registration certificate as a market maker if— it or its,
   (1) is a company that has obtained 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 held as liquid net assets (i.e., LNA) and liquid positive net capital surplus (i.e., LNS); Further provided that, the Commission may, by order, redefine this from time to time; (3) no director or 5% or more shareholder— (a) is accused or convicted of any criminal offense involving violation of securities laws, fraud, deceptive or dishonest practices; and (b) has not been declared bankrupt or of unsound mind by a court; and (c) is not a bank loan defaulter; (4) is a participant in the Depository's trading or settlement (Depository Participant); (5) is registered as a participant in the clearing and settlement service provider institution, where applicable; (6) has at least 2 (two) registered approved representatives for the market making program, and they have at least 3 (three) years of experience as approved representatives; (7) has the necessary office premises, computer systems, skilled personnel, and other ancillary facilities for market making; (8) appoints a member of its main executive or board of directors as the Compliance Officer, subject to the approval of the relevant exchange; (9) has adequate internal control systems (i.e., Internal Control Systems) for the proper operation of the market making program, risk management, conflict of interest resolution, etc.; (10) possesses any other qualification specified by written order of the Commission.

5. Submission, consideration, etc. of application for registration certificate.—(1) An application for a registration certificate shall be made to the Commission in the prescribed form (Form-A) along with the recommendation of the exchange.
   (2) An application fee of 10 (ten thousand) Taka, non-refundable, shall be submitted along with the application via bank draft or pay order in favor of the Bangladesh Securities and Exchange Commission.
   (3) Documents supporting the information mentioned in the application form, and additional documents and information as directed by the Commission, shall be submitted along with the application.
   (4) Any application that is incomplete in any manner 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 twenty-one (21) working days of receipt; otherwise, it shall reject it with written reasons and inform the relevant exchange and the applicant of such decision. (6) A registration certificate shall be issued upon payment of a registration fee of 50 (fifty thousand) Taka via bank draft or pay order in favor of the Commission, which shall be communicated to the applicant, and a copy 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) The term of the registration certificate may be renewed for the next one year if an application is submitted in the prescribed form (Form-C) along with a renewal fee of 10 (ten thousand) Taka to the Commission at least thirty (30) days before the expiry of the certificate. (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, it may be renewed for the next applicable one year if the renewal fee, or the renewal fee plus an amount calculated as a penalty, is deposited to the Commission in accordance with sub-rule (2) annually or for a specific part thereof. (4) The renewal fee must be paid even 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 through a tripartite agreement between its issuer or fund, the relevant exchange, and the market maker registered under these rules.
   (2) The relevant market maker and its directors or its 5% (five percent) or more shareholders shall not have any affiliation with the issuer or asset manager or trustee or custodian of such securities, or their subsidiaries (i.e., Subordinates) or associates (i.e., Affiliates) or controlling (i.e., Controlling) companies. (3) The terms of the tripartite agreement for the appointment of the market maker mentioned in sub-rule (1) shall be determined by the relevant exchange. (4) After the appointment of the market maker or after the listing of the approved securities, whichever is applicable, the market making program shall commence within the time determined by the exchange. (5) A market maker shall not suspend or halt the market making program for the relevant securities without obtaining permission from the relevant exchange at least five (5) days in advance:
   Provided that, if a market maker suspends or halts the program for any securities with the permission of the relevant exchange, it shall not be eligible for appointment or re-appointment for the market making of any securities for at least 90 (ninety) days from the date of such suspension or halt. (6) The relevant exchange may suspend or halt the market maker's program or cancel the appointment of the market maker, after informing the Commission with reasonable cause. (7) A market maker with 10 (ten) crore Taka paid-up capital may be appointed for the market making of 1 (one) approved security:
   Provided that, for each additional approved security beyond 1 (one), the market maker shall have additional paid-up capital at the rate of 10 (ten) crore Taka, along with net assets and net capital surplus as prescribed by rules. However, a market maker shall not be appointed for the market making of more than 5 (five) approved securities at the same time:
   Further provided that, the net investment in the market maker's own portfolio (i.e., Proprietary Portfolio) shall not exceed five times its net assets (i.e., LNA) 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 (i.e., Risk-Based Capital Adequacy) as determined by the Commission from time to time by order.

8. Transactions by market maker as a special client (Special Client) account: A market maker, if registered as a stock broker-dealer, may operate the market making program for any specific approved securities as a special client (Special Client) account, alongside its proprietary portfolio (i.e., Proprietary Portfolio), subject to the following conditions:
   (1) A market maker shall apply to the relevant exchange in the form prescribed by the exchange to include the relevant client as a special client for the purpose of operating the market making program for any specific approved securities as a special client account; (2) The application of any specific approved securities to be included as a special client by the relevant market maker shall not be considered by the exchange if— (a) it is not a registered Master Banker under the Securities and Exchange Commission (Master 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 Master 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, as prescribed by the exchange, to legally assume all liabilities for the market making program as a special client account; (d) the special client has any affiliation with the issuer or fund or promoter or director or asset manager or trustee or custodian of the relevant approved securities, or 10% (ten percent) or more security holders, or the market maker's promoter or director or 5% (five percent) or more shareholders, and their subsidiaries (i.e., Subordinates) or associates (i.e., Affiliates) or controlling (i.e., Controlling) companies. (3) A market maker for any approved securities may apply only for the market making program of its approved securities on behalf of its special client; (4) There shall be a bilateral contract between the market maker and the special client, and the special client shall grant all powers to the market maker for transactions in its account:
   Provided that, transactions in the special client's account and the market maker's proprietary account shall be executed proportionally according to the terms of the contract; Further provided that, the bilateral contract shall mention the proportional rate (in percentage) of participation in transactions between the special client and the market maker; Further provided that, the rate of participation in transactions by the special client or clients with the market maker shall not exceed fifty percent (50%); Further provided that, the market maker shall retain the confirmation (i.e., Trade Confirmation) of such transactions from the special client within 24 (twenty-four) hours of the occurrence of daily transactions in the special client's account; (5) A copy of the bilateral contract and the power of attorney between the market maker and the special client shall be submitted to the relevant exchange along with the application for inclusion as a special client, and it must be approved (i.e., Approved) by the exchange; (6) If the application is accepted by the exchange, the relevant client shall be designated or considered as a special client for any specific approved securities; (7) A special client shall not be included as a special client of more than one market maker for the market making of any specific approved securities at the same time; (8) A market maker shall not include more than three (3) special clients for the market making of any specific approved securities; (9) A special client shall not suspend or halt transactions in the relevant securities in its account without obtaining permission from the relevant exchange at least five (5) days in advance through the market maker:
   Provided that, if a special client suspends or halts transactions in any securities in its account with the permission of the exchange, it shall not be eligible for inclusion or re-inclusion as a special client for the market making of any securities for at least 90 (ninety) days from the date of such suspension or halt; (10) The relevant exchange may accept or cancel the application for inclusion of a special client of a market maker, or accept it subject to further conditions; (11) A market maker for any approved securities shall immediately inform the relevant exchange of the following matters regarding its special client:— (1) If any material change occurs in any information or report submitted to the Commission or the relevant exchange; (2) If the client violates or fails to comply with the Ordinance or Act or any rule or order or directive made thereunder; (3) If the Commission takes any punitive action against it; (4) If the Commission imposes any ban against it; (12) Separate accounts and records of transactions conducted in the special client's account shall be maintained and submitted separately to the Commission or the stock exchange, and the market maker shall be fully liable for transactions in the client's account; (13) In the case of transactions, the special client shall comply with the relevant rules and regulations applicable to it.

9. Facilities for market maker, etc.—Subject to the prior approval of the Commission, the relevant exchange, depository, and clearing and settlement company shall provide fees and other facilities and incentives to the market maker by formulating applicable policies.

10. Matters to be observed by the market maker.—(1) Each market maker—
    (a) shall operate its program or the program on behalf of the special client with utmost integrity, honesty, efficiency, and loyalty, and shall abide by the Act, Ordinance, these rules, the terms of the registration certificate, the provisions of the relevant exchange, its by-laws and rules, and the terms of the tripartite agreement for the appointment of the market maker mentioned in Rule 7(1); (b) shall not submit any false or misleading information to the Commission and the relevant exchange; (c) shall immediately inform the Commission and the relevant exchange of any material change in any information or report submitted to the Commission and the relevant exchange, including:— (i) If the net assets of the market maker specified in Rule 4(2) deteriorate for any reason; (ii) If the market maker or any special client loses eligibility specified in these rules for any reason; (iii) If the registered or business address of the market maker or any special client changes for any reason; and (iv) If the name or ownership or management of the market maker or any special client changes for any reason. (2) Each market maker shall separately and properly maintain all accounting books, documents, and information related to its and the special client's market making (i.e., Liquidity Provision) for at least seven (7) years. (3) Each market maker, in addition to the obligations specified in sub-rules (1) and (2), shall strictly abide by any terms, obligations, liabilities, etc. determined by the relevant exchange.

11. Operation of market maker's program, etc.—(1) Each market maker shall take necessary measures to provide liquidity to ensure the appropriate price and eliminate or reduce price disparity (i.e., Spread) of approved securities every working day, and determine its role in the context of market behavior.
    (2) The market maker shall buy and sell any approved securities for market making in its own account (i.e., Proprietary Account) and in its special client's account, subject to the following terms and procedures:
    (a) It shall quote both the bid price (i.e., Buy Price) and the ask price (i.e., Sell Price) every working day. The bid price (i.e., Buy Price) and ask price (i.e., Sell Price) must be quoted simultaneously. The bid price (i.e., Buy Price) and ask price (i.e., Sell Price) cannot be the same:
    Provided that, if trading in any approved securities is temporarily suspended or halted, the obligation to provide bid and ask prices for such securities shall be temporarily suspended; (b) The bid price (i.e., Buy Price) and ask price (i.e., Sell Price) provided at any specific time can be at most 5% (five percent) lower or higher than its previous bid price (i.e., Buy Price) and ask price (i.e., Sell Price):
    Provided that, the spread (i.e., Difference) between the bid price (i.e., Buy Price) and ask price (i.e., Sell Price) can be at most 5% (five percent):
    Further provided that, considering the type of approved securities or market value, the relevant exchange may determine the difference between the bid price (i.e., Buy Price) and ask price (i.e., Sell Price) to be lower than 5% (five percent); (c) Approved securities shall not be bought or sold at a price below the net price (i.e., Net Price); (d) The minimum quantity of each bid (i.e., Buy) or ask (i.e., Sell) shall be determined by policies (i.e., Guidelines) formulated by the exchange from time to time; (e) Transactions shall be ensured at the quoted prices (i.e., Quoted Prices); (f) It shall not receive any direct or indirect commission or other financial benefit from the issuer or fund of the approved securities; (g) It shall not invest in any business (i.e., Related Business) that benefits the approved securities; (h) If a transaction in any approved securities is not made at the quoted price in a lump sum for a specific period, the market maker may change its price in line with the market, subject to compliance with the provisions of clauses (a) and (b) above, and in all cases, the quoted price (i.e., Indicative Price) shall not exceed the circuit breaker limit applicable to such securities; (i) The minimum time for price change mentioned in clause (h) shall be determined by policies (i.e., 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, or asset manager or trustee or custodian, promoter, director, or officer; (k) It shall appoint at least one approved representative for the buy-sell of each approved security and inform the relevant exchange, and immediately inform the relevant exchange of any change in this regard.

12. Sale by borrowing approved securities (i.e., Short Selling).—(1) Subject to compliance with the Ordinance or Act or these rules or any other rules, regulations, or any order or directive, a market maker may sell (i.e., Short Sell) any approved securities by borrowing them in its proprietary account:
    Provided that, the sale (i.e., Short Sell) of any approved securities by borrowing in its proprietary account by the market maker shall not exceed 30% (thirty percent) of its total sales in its proprietary account:
    Further provided that, securities shall not be borrowed for the purpose of sale (i.e., Short Sell) from the issuer's promoter, director, officer, or employee, or 10% (ten percent) or more security holders (excluding the market maker) of the approved securities issuer. (2) Transactions and settlement of securities borrowed for the purpose of sale shall be ensured automatically in the manner determined by the exchange. (3) The sale price of securities borrowed by the market maker for the purpose of sale shall be lower than the best current market price (i.e., Best Current Market Price) of such securities. (4) Securities shall not be borrowed in the special client's account for the purpose of sale. (5) Loans or credit shall not be provided by the market maker for the purpose of buying any approved securities in the special client's account. (6) Subject to the relevant rules or regulations, the market maker may use approved securities in the borrowing and lending sector, including bank loans, in its proprietary account. (7) Except for the aforementioned purpose, any approved securities purchased by the market maker in its proprietary account or special client's account 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, where applicable.

14. Reporting, etc.—(1) Each market maker shall submit detailed information regarding daily transactions in its proprietary account or special client's account, along with the certification of its Compliance Officer, to the relevant exchange in printed (i.e., Hard Copy) or electronic (i.e., Electronic) format at least 30 (thirty) minutes before the start of trading on the next day, and such exchange shall publish such information on its trading monitor before trading begins.
    (2) Each quoted price and the price of previous transactions, along with quantity, shall be disseminated on the trading monitor of the relevant exchange until the next price is quoted.
    (3) The exchange shall separately maintain the time and quoted price (i.e., Price Quote) of each market maker for each security, and information of transactions conducted in the market maker's proprietary account or its special client's account.

Bangladesh Gazette, Extraordinary, June 13, 2017 6487

15. Right to Information.—Every market maker shall have the right to regularly obtain published information regarding the operations of the issuer or fund, along with information concerning the relevant securities issued by the issuer or fund, and the issuer or fund shall be obligated to supply such information to the market maker.

16. Purchase and Sale through Separate Trading Mechanism.—(1) Approved securities may be purchased and sold for market making purposes only through a separate trading mechanism established by the Exchange for this purpose.

(2) For the purpose of fulfilling the objectives of these Rules, the relevant Exchange shall, within three (3) months of the gazettal of these Rules, formulate separate trading mechanisms for market making of approved securities, and formulate the terms of the contract, the terms of the agreement, the terms of transactions, the terms for borrowing and lending securities (securities lending and borrowing) and the terms for selling borrowed securities (securities repurchase agreements), and the liabilities and obligations of the market maker or its specialized client, and necessary regulations regarding the same:

Provided that if the relevant Exchange applies with reasonable grounds for failing to implement the aforementioned provisions within the specified time, the Commission may extend the time limit for such implementation.

17. Cancellation, Suspension, etc. of Registration Certificate.—(1) If a market maker loses the qualifications specified in these Rules, or violates any condition of the law, ordinance, these Rules, or the relevant Exchange's regulations or sub-laws, or any condition of the tripartite agreement, the Commission may cancel the market maker's certificate or suspend the validity of the certificate for a specified period:

Provided that before canceling or suspending any certificate under these Rules, the Commission shall provide the relevant market maker with at least seven days' notice stating the reasons, and afford them the opportunity to submit their views in writing.

(2) Upon receiving the notice under sub-rule (1), if the relevant market maker submits their views within the specified time, the Commission, considering such views and, if necessary, providing an opportunity for a hearing personally or through a representative of the Chief Executive, shall take a decision regarding the proposed cancellation or suspension, and inform the relevant market maker of the decision in writing, and provide a copy of the decision to the relevant Exchange and the issuer or fund or asset manager.

(3) If the Commission is satisfied in a special case that it is necessary to suspend the validity of a registration certificate before taking a decision to cancel it under these Rules, the Commission may suspend the validity of the certificate at any time before or after issuing the notice under sub-rule (1), and if done, shall inform the relevant market maker, Exchange, and issuer or fund or asset manager regarding the decision.

6488 Bangladesh Gazette, Extraordinary, June 13, 2017

(4) If the validity of a registration certificate is suspended under sub-rules (2) and (3), the relevant market maker shall not be appointed as a market maker for any approved securities based on such certificate, nor shall they conduct market making operations.

18. Inspection and Investigation.—(1) To ensure that a market maker under these Rules is performing their duties and functions and that 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 the account books, registers, and other documents of any market maker or its specialized client, and conduct inspections of their operations, as it deems necessary, and may appoint any officer of the Exchange or any other person or institution as an inspector for this purpose, and submit a report regarding such inspection to the Exchange within seven (7) days of the completion of the inspection. The report, along with the relevant Exchange's opinion, shall be sent to the Commission within fifteen (15) days thereafter:

Provided that if the relevant Exchange inspects any matter of a market maker or its specialized client, such market maker, all its members, directors, officers, and other employees shall provide full cooperation along with permission to interrogate:

Further provided that if there is a need to inspect any matter of a market maker or its specialized client, the relevant Exchange shall appoint an inspection officer who shall submit the required account books, documents, and other necessary information to the relevant market maker, Exchange, or inspection officer.

(2) To ensure that a market maker under these Rules is performing their duties and functions and that the provisions of these Rules are being complied with, the Commission, under any law or ordinance, may, on its own initiative, or based on any complaint or information received by it, investigate any matter of any market maker or its specialized client, as it deems necessary.

19. Compliance with Orders or Instructions.—The compliance provisions mentioned in these Rules shall be considered as compliance with orders or instructions given by law:

Provided that the Commission may, from time to time, issue any orders or instructions under these Rules, the law, or the ordinance for the purpose of managing or controlling the operations of a market maker, which every market maker or its specialized client, Exchange, and issuer or fund or asset manager of approved securities shall be fully obligated 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 relevant matters concerning public interest or capital market interest, and recording reasons.

(2) For the purpose of fulfilling the objectives of these Rules, following the procedure of sub-rule (1), the Commission may also grant exemption from compliance with any provision of any other rule, regulation, order, or instruction.

Bangladesh Gazette, Extraordinary, June 13, 2017 6489

21. Penalty.—If anyone violates any rule, sub-rule, order, instruction, or condition mentioned in these Rules, the penalty specified in the law or ordinance shall apply to them.

22. Repeal and Saving.—(1) The Securities and Exchange Commission (Market Maker) Rules, 2000, are hereby repealed.

(2) Notwithstanding such repeal, any operation, measure, order, instruction, or registration certificate given, 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 done, taken, given, filed, deposited, kept, conducted, submitted, or issued under these Rules.

6490 Bangladesh Gazette, Extraordinary, June 13, 2017

SCHEDULE
(Forms)

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

1. Name of the Applicant:
2. Address of the Applicant:
   [If the address changes, it must be informed in writing to the relevant Stock Exchange and Commission within three days.]
3. Capital of the Applicant:
   (a) Authorized Capital:
   (b) Paid-up Capital:
   [Copy of Memorandum and Articles of Association and audited financial statements must be submitted.]
4. Details of the Exchange where the Applicant is a Trading Member:
   (a) Name and Address:
   (b) Trading Member Number:
   (c) Date of obtaining Trading Member status:
5. In what capacity is the Applicant seeking the certificate
   (Cross out the inapplicable one).
   : Stock Dealer/Stock Broker-Dealer
6. Legal Status of the Applicant
   (Cross out the inapplicable one).
   : Company/Statutory Body
7. Name and details of the authority granted to the person signing on behalf of the Applicant
   (Copy of the power of attorney must be submitted).
   :
8. Contact details of the Applicant:
   (a) Office Phone/Fax/E-mail No.:
   (b) Chief Executive's Residence Phone/Fax/E-mail No.:
9. Details of the Directors of the Applicant Company, their addresses, and details of other companies/institutions where they have ownership or business relationships:
   :
10. Applicant's experience in securities business:

Bangladesh Gazette, Extraordinary, June 13, 2017 6491

11. Net assets and net capital position of the Applicant (as on .......... date)
    [Audited financial statements must be submitted] :
12. Is the Applicant a Merchant Banker, Portfolio Manager, Mutual Fund Trustee, Custodian, or Asset Management Company?
    :
13. Has the Applicant or any member of its Board of Directors, or a shareholder holding 5% or more shares, or its Chief Executive Officer or Managing Officer, ever been convicted of any criminal offense involving fraud, deception, or dishonest practices? If so, when, where, and for which offense—
    :
14. Has the Applicant or any member of its Board of Directors, or a shareholder holding 5% or more shares, or its Chief Executive Officer or Managing Officer, ever been declared bankrupt or insolvent by a court? If so, when, where—
    :
15. Is the Applicant or any member of its Board of Directors, or a shareholder holding 5% or more shares, or its Chief Executive Officer or Managing Officer, a defaulter of any bank's loan? If so, which bank and how much money—
    :
16. Details of the Applicant's authorized representative, including father's name, mother's name, permanent address, current address, office address, and educational qualifications— (Attach separate paper if necessary)
    :
17. Details of the Applicant's employees, including the number of employees, names of the Chief Executive Officer and Managing Officer, father's name, mother's name, permanent address, current address, nationality, National ID number, date of birth, and details of educational qualifications and experience— (Attach separate paper if necessary)
    :
18. Other information (Qualifications specified in Rule 4):
    I hereby declare that the information provided above is true and correct to the best of my knowledge and belief.
    Date .................... Signature and Seal of the Applicant

6492 Bangladesh Gazette, Extraordinary, June 13, 2017

Recommendation of the Stock Exchange
It is hereby certified that the above-mentioned applicant ........... (Name) is a Trading Member of this ........... Exchange. Their Trading Member No. is ......... and the date of obtaining Trading Member status is .................. They are recommended for the issuance of a certificate as a Market Maker. Managing Director
Name .........................
Designation and Seal .............
.............. Stock Exchange Ltd.
Date .....................
(Inapplicable parts to be crossed out).

Bangladesh Gazette, Extraordinary, June 13, 2017 6493

Form B
[See Rule 5(5) of Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017].
(Commission's Logo)
Bangladesh Securities and Exchange Commission
Registration Certificate of Market Maker
Registration Serial No. ...................... Date of Issuance of Certificate ....................
Under the power granted under Section 10(1) of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), and in accordance with the Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017, this registration certificate is hereby issued to .................... (Name) .................... Address .................... as a registered Market Maker. They may purchase and sell securities and perform related operations under the conditions specified in this certificate. This registration certificate shall remain valid until .................... date, and thereafter it may be renewed in the format specified in this certificate. On behalf of the Bangladesh Securities and Exchange Commission Signature of the Issuing Officer
Name: ...............................
Designation and Seal ........................
Renewal of Certificate
(See Rule 6)
Date until which the renewed certificate is valid, changed address, legal status, etc. Officer's Signature, Date, and Seal

6494 Bangladesh Gazette, Extraordinary, June 13, 2017

(Terms applicable to the Market Maker's Registration Certificate) Terms of the Certificate

1. This certificate shall not be sold, gifted, mortgaged, transferred in any other manner, or encumbered, and no one else may purchase and sell securities or conduct business as a Market Maker under this certificate.
2. The certificate recipient shall abide by the Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), and the Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2017, and all orders or instructions given or issued by the Commission from time to time under these, and all conditions of this certificate.
3. The certificate recipient shall maintain necessary account books, registers, records, and other documents as per the aforementioned Rules.
4. The certificate recipient shall be obligated to provide necessary documents and information and provide all reasonable cooperation as required by the investigation or inspection officer of the relevant Exchange or Commission during the investigation or inspection of their affairs.
5. If any complaint is raised against the certificate recipient, the certificate recipient shall take reasonable and appropriate measures to provide necessary redress within thirty days of receiving the complaint and inform the complainant regarding the same.
6. The certificate recipient shall submit a report to the relevant Exchange and Commission within thirty days thereafter, detailing the nature and number of complaints received until December 31 of each English calendar year, and the remedial measures taken and other relevant matters.
7. The Market Maker shall abide by the relevant laws, rules, regulations, and other applicable conditions with the Exchange through which they conduct purchase and sales.
8. If there is any change in the structure or legal status of the Market Maker, they shall inform the relevant Exchange and Commission in writing within thirty days of such change.
9. The Market Maker shall arrange for necessary offices, equipment, and manpower to conduct their operations.
10. The Market Maker shall submit quarterly financial statements, audited financial statements, and other information and reports to the relevant Exchange and Commission as per the relevant Broker-Dealer Rules.
11. The Market Maker shall conduct securities purchase and sales daily as applicable to them.

Bangladesh Gazette, Extraordinary, June 13, 2017 6495

Form C
[See Rule 6(2) of Bangladesh Securities and Exchange Commission (Market Maker) Rules, 2016] Application to the Bangladesh Securities and Exchange Commission for Renewal of Registration Certificate obtained as a Market Maker.

1. Name of the Applicant:
2. Address of the Applicant:
   [If the address changes, it must be informed in writing to the relevant Stock Exchange and Commission within three days.]
3. Capital of the Applicant:
   (a) Authorized Capital:
   (b) Paid-up Capital:
   [Copy of Memorandum and Articles of Association and audited financial statements must be submitted.]
4. Details of the Exchange where the Applicant is a Trading Member:
   (a) Name and Address:
   (b) Trading Member Number:
   (c) Date of obtaining Trading Member status:
5. (a) Applicant's Registration No.: Date
   (b) Date of Expiry of Registration Period/Renewed Period (c) Period for which the application is made (for renewal)
6. Name and details of the authority granted to the person signing on behalf of the Applicant (Copy of the power of attorney must be submitted).
   :
7. Contact details of the Applicant:
   (a) Office Phone/Fax/E-mail No.:
   (b) Chief Executive's Residence Phone/Fax/E-mail No.:
8. Details of the Directors of the Applicant Company, their addresses, and details of other companies/institutions where they have ownership or business relationships:
   :
9. Details of the Applicant's operations as a Market Maker for any approved securities, or details if they have obtained exemption from being a Market Maker for any approved securities:
   :
10. Net assets and net capital position of the Applicant (as on .......... date)
    [Audited financial statements must be submitted] :

6496 Bangladesh Gazette, Extraordinary, June 13, 2017

11. Details of the Applicant's operations as a Market Maker for specialized clients, including the name of the specialized client, account number, and details of transactions/market making for which approved securities were used:
    :
12. Has the Applicant or any member of its Board of Directors, or a shareholder holding 5% or more shares, or its Chief Executive Officer or Managing Officer, ever been convicted of any criminal offense involving fraud, deception, or dishonest practices? If so, when, where, and for which offense—
    :
13. Has the Applicant or any member of its Board of Directors, or a shareholder holding 5% or more shares, or its Chief Executive Officer or Managing Officer, ever been declared bankrupt or insolvent by a court? If so, when, where—
    :
14. Is the Applicant or any member of its Board of Directors, or a shareholder holding 5% or more shares, or its Chief Executive Officer or Managing Officer, a defaulter of any bank's loan? If so, which bank and how much money—
    :
15. Details of the Applicant's authorized representative, including father's name, mother's name, permanent address, current address, office address, and educational qualifications— (Attach separate paper if necessary)
    :
16. Details of the Applicant's employees, including the number of employees, names of the Chief Executive Officer and Managing Officer, father's name, mother's name, permanent address, current address, nationality, National ID number, date of birth, and details of educational qualifications and experience— (Attach separate paper if necessary)
    :
17. Other information (Qualifications specified in Rule 4):
    I hereby declare that the information provided above is true and correct to the best of my knowledge and belief.
    Date .................... Signature and Seal of the Applicant On behalf of the Bangladesh Securities and Exchange Commission Dr. M. Khairul Hoosen Chairman.
    Printed by Md. Abdul Malek, Deputy Director, Bangladesh Government Printing Office, Tejgaon, Dhaka.
    Published by Md. Alamgir Hoosen, Deputy Director, Bangladesh Forms and Publications Office, Tejgaon, Dhaka. File No.: b:br: i:inmdhntbng.mrd.nf