Notification regarding shifting/migration of companies to SME/ATB Platform or Exit from OTC market

Bangladesh Securities and Exchange Commission
Notification
Dated, September 16, 2021

NO. BSEC/SRMIC/94-231/Part-6/225 - Whereas, the Bangladesh Securities and Exchange Commission (hereinafter referred to as the "Commission") deems it appropriate that in the interest of investors and the capital market, notification should be issued to the stock exchange(s), the companies trading at the Over-the-Counter (OTC) market, issuer company listed and to be listed with Small Capital Platform and Alternative Trading Board of the stock exchange(s) with regard to shifting/migration of the company, trading, clearing & settlement, money adjustment, margin, circuit breaker in connection with Small Capital Platform and Alternative Trading Board of the stock exchange(s).

Now, therefore, in exercise of the power 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, the companies trading at the Over-the-Counter (OTC) market, issuer company listed and to be listed with Small Capital Platform and Alternative Trading Board to comply the followings, namely: -

1. Small Capital Platform:
(a) The shares of companies trading in the Over-the-Counter (OTC) market under the list of Annexure: A-1 shall be transferred to the Small Capital Platform of stock exchange(s) from the Over-the-Counter (OTC) market of stock exchange for providing trading facilities of the shares of those companies as well as opportunity of fund raising as per their requirement (if any) through Qualified Investors Offers (QIO) in compliance with Bangladesh Securities and Exchange Commission (Qualified Investor Offer by Small Capital Companies) Rules, 2018;

(b) The companies trading in the Over-the-Counter (OTC) market who are not in operation under the list of Annexure: A-2 shall be transferred to the Small Capital Platform of stock exchange(s) from the Over-the-Counter (OTC) market of stock exchange(s) for providing trading facilities of the shares of those companies subject to submitting strategic plan regarding of fund raising, commencement of production activities and execution of necessary share transfer (if any) and compliance with Bangladesh Securities and Exchange Commission (Qualified Investor Offer by Small Capital Companies) Rules, 2018;

(c) Any investor registered with the Electronic Subscription System (ESS) of the exchange(s) shall consider as Qualified Investor for trading at secondary market of SME maintaining a minimum investment of Tk. 50,00,000 (Tk. fifty lac only) in the listed securities at market value as per portfolio statement in addition to existing provision of the Rules;

(d) The stock exchanges shall not classify or category for the securities listed at Small Capital Platform with Stock Exchange(s);

(e) For the purpose of clearing and settlement of contracts trading at Small Capital Platform, stock exchange(s) shall follow the provisions of existing Regulations of respective stock exchange;

(f) Securities trading at the Small Capital Platform of the stock exchange(s) shall be considered as marginable securities;

(g) Standard upward and downward price change limits (circuit breaker) based on reference price/previous trading day's closing price:

Price limits	Price change limits
1. Up to Tk. 100	20% (Twenty percent)
2. Above Tk. 100 to Tk. 300	18.50% (Eighteen Point Five Zero Percent)
3. Above Tk. 300 to Tk. 500	17.00% (Seventeen Percent)
4. Above Tk. 500 to Tk. 1000	15.50% (Fifteen Point Five Zero Percent)
5. Above Tk. 1000	14% (Fourteen Percent)

(h) Tick size shall be Tk. 0.10 (point one zero);

(i) In absences of any issues regarding function of trading, clearing and settlement of any securities listed at Small Capital Platform, stock exchange(s) shall follow the existing provisions of stock exchanges' Regulations with intimation to the Commission;

(j) Small Capital Platform shall have General Index Methodology which will determine by the exchange(s) 'time to time' with intimation to the Commission;

(k) The sponsors, directors and promoters of the shifted companies shall be considered as Qualified Investor (QI) for purpose of trading at secondary market of Small Capital Platform.

2. Alternative Trading Board (ATB):
(a) The shares of companies trading in the Over-the-Counter (OTC) market under the list of Annexure-B shall be transferred to the Alternative Trading Board (ATB) of stock exchange(s) from the Over-the-Counter (OTC) market for trading of securities as per the requirement of the Provision of the Rule 3(5) of Bangladesh Securities and Exchange Commission (Alternative Trading System) Rules, 2019;

(b) The stock exchanges shall not classify or category for the securities listed at Alternative Trading Board (ATB) with stock exchange(s);

(c) Securities trading at the Alternative Trading Board (ATB) of the stock exchange(s) shall be considered as non-marginable securities;

(d) Standard upward and downward price change limits (circuit breaker) based on reference price/previous trading day's closing price:

Price limits	Price change limits
2. Up to Tk. 100	20% (Twenty percent)
2. Above Tk. 100 to Tk. 300	18.50% (Eighteen Point Five Zero Percent)
3. Above Tk. 300 to Tk. 500	17.00% (Seventeen Percent)
4. Above Tk. 500 to Tk. 1000	15.50% (Fifteen Point Five Zero Percent)
5. Above Tk. 1000	14% (Fourteen Percent)

(e) Tick size shall be Tk. 0.10 (point one zero);

(f) Sponsors, Promoters and Directors of the issuer company with ATB shall hold jointly minimum 30% shares of the paid-up-capital of the company listed under the Alternative Trading Board;

(g) Alternative Trading Board (ATB) shall have Index Methodology which will determine by the exchange(s) 'time to time' with intimation to the Commission.

3. Companies under Exit Plan:
The stock exchanges are directed to take necessary measures for completion of exit of the companies trading at the Over-the-Counter (OTC) market under time to time Annexure-C within 2 (two) months of issuance of this notification following the provisions of Commission's Directive No. BSEC/CMRRCD/2020-379/17/Admin/114 dated December 28, 2020.

4. Commencement of trading in the Stock Exchange(s) Both the stock exchanges shall provide trading facilities of securities listed in the Small Capital Platform and Alternative Trading Board (ATB) of the stock exchange(s) within 1 (one) month of issuance of this notification.

5. Money Adjustment between Main Board, Small Capital Platform and Alternative Trading Board (ATB): (a) Money adjustment facilities shall be applicable on the same trading day among the Main Board, Small Capital Board, & Alternative Trading Board of the respective stock exchange:

(b) Money adjustment facility shall also be applicable on the same securities on the same trading day for all trading platforms and Boards of stock exchange:
Provided that money adjustment facilities shall not be applicable for the securities trading at the Small Capital Platform and Alternative Trading Board of stock exchange with the shares of "Z" category under Main Board of stock exchange.

By Order of the Bangladesh Securities and Exchange Commission

Professor Shibli Rubaiyat-Ul-Islam
Chairman

Annexure-A (1) a) Following 7 (seven) companies which are in operation to be shifted to Small Capital Platform of Stock Exchange(s):

SL	Company Name
1	Apex Weaving and Finishing Mills Ltd.
2	Bangladesh Hotels Limited
3	Bengal Biscuits Ltd.
4	Gachi Hata Aquaculture Farms Ltd.
5	Himadri Ltd.
6	Wonderland Toys Ltd.
7	Yousuf Flour Mills Ltd.

Annexure-A (2) b) Following 16 (sixteen) companies which are not in operation to be shifted to Small Capital Platform of Stock Exchange(s) subject to some conditions as per Notification:

SL	Company Name
1	Al-amin Chemical Industries Ltd.
2	Alpha Tobacco Manufacturing Co. Ltd.
3	Aman Sea Food Industries Ltd.
4	Ashraf Textile Mills Ltd.
5	Bangladesh Electricity Meter Co. Ltd.
6	Bangladesh Leaf Tobacco Co. Ltd.
7	Bengal Fine Ceramics Ltd.
8	Bionic Seafood Exports Ltd.
9	Dhaka Fisheries Ltd.
10	Excelsior Shoes Ltd.
11	Lexco Ltd.
12	Meghna Shrimp Culture Ltd.
13	Raspit Data Management and Tel. Ltd.
14	Rangamati Food Products Ltd.
15	Therapeutics (Bangladesh) Ltd.
16	Jago Corporation Ltd.

Annexure-B a) Following 18 (eighteen) companies to be shifted to Alternative Trading Board of Stock Exchange(s):

SL	Company Name
1	Bangla Process Industries Ltd.
2	Dandy Dyeing Ltd.
3	Dynamic Textile Industries Ltd.
4	Metalex Corporation Ltd.
5	Mita Textiles Ltd.
6	Modern Cement Ltd.
7	Modern Industries Ltd.
8	Mona Food Products Ltd.
9	Perfume Chemical Industries Ltd.
10	Petro Synthetic Products Ltd.
11	Pharmaco International Ltd.
12	Quasem Silk Mills Ltd.
13	Quasem Textile Mills Ltd.
14	Raspit Inc. Bd. Ltd.
15	Rose Heaven Ball Pen Ltd.
16	Saleh Carpet Mills Ltd.
17	Sreepur Textile Mills Ltd.
18	United Air (BD) Ltd.

Annexure-C a) As per the requirement of the Provision of the Directive 1(d) of BSEC/CMRRCD/2020-379/17/Admin/114 dated December 28, 2020 regarding exit plan, the following 29 (twenty-nine) companies are allowed from market for exit.

SL	Company Name
1	Arbee Textiles Ltd.
2	Azadi Printers Ltd.
3	Bangladesh Chemical Industries Ltd.
4	Bangladesh Dyeing & Finishing Ind. Ltd.
5	Bangladesh Luggage Industries Ltd.
6	Bangladesh Zipper Industries Ltd.
7	Chic Tex Limited
8	Eagle Star Textile Mills Ltd.
9	German Bangla J.V. Food Ltd.
10	Gulf Foods Ltd.
11	Hill Plantation Ltd.
12	Jessore Cement Com. Ltd.
13	M. Hossain Garments Washing & Dying Ltd.
14	Maq Enterprises Ltd.
15	Maq Paper Industries Ltd.
16	Phoenix Leather Complex Ltd.
17	The Engineers Ltd.
18	Tulip Dairy & Food Products Ltd.
19	Padma Printers & Color Ltd.
20	Bangladesh Plantation Ltd.
21	Khaza Mosaic Tiles and Stones Industries Ltd.
22	National Oxygen Ltd.
23	Paragon Leather & Footwear Ind. Ltd.
24	GEM Knitwear Fabrics Ltd.
25	GMG Industrial Corporation Limited.
26	J. H. Chemical Industries Limited
27	Meghna Vegetable Oil Ind. Ltd.
28	Mark Bangladesh Shilpa & Engineering Limited
29	Rupon Oil & Feeds Limited

Bangladesh Securities and Exchange Commission
Notification
Dated, September 16, 2021

NO. BSEC/SRMIC/94-231/Part-6/226 - Whereas, the Bangladesh Securities and Exchange Commission (hereinafter referred to as the "Commission") deems it appropriate that in the interest of investors and the capital market, notification should be issued to the companies trading in the Over-the-Counter (OTC) market with stock exchanges and Central Depository Bangladesh Limited with regard to dematerialization of securities and others.

Now, therefore, in exercise of the power conferred by section 20A of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), the Commission hereby directs the companies trading in the Over-the-Counter (OTC) market of stock exchange(s), Dhaka Stock Exchange Limited., Chittagong Stock Exchange Limited., and Central Depository Bangladesh Limited to comply the followings, namely:

1. All the companies whose shares are trading in the OTC market of stock exchange(s) or to be traded at Small Capital Platform and Alternative Trading Board shall complete the dematerialized process within 1 (one) month of issuance of this notification;

2. Central Depository Bangladesh Ltd. shall collect depository fees & other applicable charges for demating, trading, remating of shares and others as per the prescribed fees set under the Commission's Notification bs এসইসি/সিএমআরআরসিডি/২০০১-৬৯/১৮৯/প্রশাসন/৭০ dated ০৪ আগস্ট ২০১৬ for Small Capital Platform and Notification No. BSEC/CMRRCD/2020-379/17/Admin/114 dated December 28, 2020 for exit from the following securities/companies, namely:
   a) those companies/securities are shifted to Small Capital Platform and Alternative Trading Board of the exchanges by the order of the Commission; b) those companies are allowed under execution of exit from the OTC market of stock exchange(s) by the Commission, time to time.

3. Security deposit for Small Capital Platform and Alternative Trading Board shall be a fixed amounting to Tk. 50,000 (fifty thousand) irrespective of paid-up capital size of issuer company;

4. Both the Stock Exchanges and Central Depository Bangladesh Ltd. shall ensure dematerialized process for the purpose of transfer of shares trading in the OTC market of stock exchange(s) to the Small Capital Platform, Alternative Trading Board and for execution of Exit.

This shall have immediate effect.

By Order of the Bangladesh Securities and Exchange Commission

Professor Shibli Rubaiyat-Ul-Islam
Chairman