Eligibility of Qualified Investors for QIO Subscription and SME Platform Trading

Bangladesh Securities and Exchange Commission
Law Division
CMRRC Department
Regulatory Section www.sec.gov.bd

Directive

Date: 19 May 2026

No. 53.02.0000.000.201.22.0193.09.104:- Whereas the Bangladesh Securities and Exchange Commission (hereinafter referred to as the "Commission") deems it appropriate that in the interest of investors, securities market and for the development of securities market, certain directions should be issued to the stock exchange(s), Depository, Qualified Investors and the issuer companies listed or to be listed with the Small Capital Platform of the stock exchange(s).

Now, therefore, in exercise of the powers conferred by Section 20A of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), the Commission hereby directs the Dhaka Stock Exchange Limited, the Chittagong Stock Exchange Limited, Central Depository Bangladesh Limited, Qualified Investors (QIs) and the issuer companies listed or to be listed with the Small Capital Platform (SME platform) to comply with the following, namely: -

(a) Any investor (institution or natural person) with a minimum portfolio investment of BDT. 3.00 million at market value or cost value, whichever is higher, in the listed securities at any platform or board of the stock exchange(s) shall be eligible for trading at SME platform of the stock exchange(s);

(b) Any foreign investor having an account with any securities custodian of Bangladesh registered with the Commission shall be eligible for trading at SME platform of the stock exchange(s);

(c) Any investor (other than natural person) defined as qualified investor (QI) under rule 2(1)(g) of the Bangladesh Securities and Exchange Commission (Qualified Investor Offer by Small Capital Company) Rules, 2022 with a minimum portfolio investment of BDT. 3.00 million at market value or cost value, whichever is higher, in the listed securities at any platform or board of the stock exchange(s) at the time of application shall be eligible for subscription of securities under the Qualified investors' Offer (QIO);

(d) Any individual investor (natural person) whether resident or non-resident Bangladeshi defined as qualified investor (QI) under rule 2(1)(g) of the Bangladesh Securities and Exchange Commission (Qualified Investor Offer by Small Capital Company) Rules, 2022 with a minimum portfolio investment of BDT. 1.00 million at market value or cost value, whichever is higher, in the listed securities at any platform or board of the stock exchange(s) at the time of application shall be eligible for subscription of securities under the QIO;

Bangladesh Securities and Exchange Commission
Law Division
CMRRC Department
Regulatory Section www.sec.gov.bd

(e) Any foreign investor defined as qualified investor (QI) under rule 2(1)(g) of the Bangladesh Securities and Exchange Commission (Qualified Investor Offer by Small Capital Company) Rules, 2022 having an account with any securities custodian of Bangladesh registered with the Commission shall be eligible for subscription of securities under the QIO;

(f) The Central Depository Bangladesh Limited (CDBL) or its Depository Participants (DPs) shall provide detailed information of qualified investors (QIs) on the basis of direction No. (a) mentioned above for trading of securities at the SME platform on quarterly basis to the stock exchange(s) and the stock exchange(s) shall register automatically and update such list of eligible investors for trading participation at SME platform accordingly;

(g) Any investor or qualified investor (QI) who is holding securities of SME platform under the direction No. (d) mentioned above by the way of subscription but doesn't fulfill the requirement of direction No. (a) mentioned above shall only be allowed to sell his/her securities at the SME platform;

(h) The stock exchange(s) shall provide fully automated (online/offline) registration of qualified investors (QIs) at free of cost for the purpose of subscription of securities under the QIO and trading of securities listed with the SME platform; and maintain two separate register/list for subscription in QIO and trading at SME platform; and

(i) The direction No. 1(c) of Notification No. BSEC/SRMIC/94-231/Part-6/225 dated September 16, 2021 is hereby replaced by direction No. (a) of this order and all other directions of Notification No. BSEC/SRMIC/94-231/Part-6/225 dated September 16, 2021 will remain unchanged. The Commission's Order No. BSEC/CMRRCD/2009-193/43 dated 21 September, 2022 in this respect shall be repealed by this Order.

This shall have immediate effect.

By the order of Bangladesh Securities and Exchange Commission

Khondoker Rashed Maqsood
Chairman