Conditions on Sale or Purchase of Assets by Issuer Companies

NOTIFICATION
Dated June 1, 2009
No. SEC/CMRRCD/2008-183/Admin/03-30: Whereas, the Securities and Exchange Commission deems it fit that the consent already accorded by the Commission, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital in Bangladesh, or to the public offer of securities for sale, or companies listed with stock exchanges should be subject to certain further conditions in the interest of investors and the capital market; Now, therefore, in exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Securities and Exchange Commission hereby imposes the following further conditions to the consent already accorded by it, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital in Bangladesh, or to the public offer of securities for sale, or issuer companies listed with stock exchanges, namely:- (a) No issuer company shall, except with the approval of the general body of its shareholders, enter into any contract for the sale or purchase of assets of 1% (one percent) or above of the total tangible assets as shown in the statements of financial position as of the end of the immediately preceding completed financial year or for supply of goods and materials amounting to 1% (one percent) or above of the revenue for the immediate preceding financial year with – (i) any director of the issuer; (ii) any firm in which any director of the issuer is a partner; (iii) any private company of which any director of the issuer is a director or member; or (iv) any public company, the managing agent, manager or director who is accustomed to act in accordance with the directions or instructions of any director of the issuer. (b) The issuer company shall, if it enters into any such contract, within thirty minutes from the execution of the contract, disclose the nature and amount of the contract

to the Commission and the stock exchanges through fax and special messenger and publish the same in two widely circulated newspapers in Bengali and English. (c) The issuer company shall, after obtaining information from its directors and members who hold 10% (ten percent) or more shares, excluding those held by the mutual funds, portfolio managers and stock brokers, furnish such information to the Commission and the stock exchanges at the end of each quarter of financial year as well as in the annual report on the shareholder’s borrowing through pledge of share to lenders at the time of borrowing along with the cumulative borrowing. By order of the Securities and Exchange Commission Md. Ziaul Haque Khondker Chairman.