Qatar Stock Exchange Rulebook

Part One

Definitions and General Provisions

Chapter One: Definitions

1.1.1 In the application of the provisions of these Rules, the following words and expressions shall have the meanings set out opposite them, unless the context requires otherwise:

Term	Meaning
The State	The State of Qatar
The Law	Law No. (33) of 2005 concerning the Qatar Financial Markets Authority, amended by Law Decree No. (14) of 2007, and by Law No. (10) of 2009.
Applicable Law	All legislation applicable in the State of Qatar.
The Authority	The Qatar Financial Markets Authority.
The Exchange	Qatar Stock Exchange Company.
Person	Any natural or legal person.
Member	Any person accepted as a member of the Exchange whose membership has not terminated.
Client	Any person to whom services are provided by a Member, whether by using the Member's services regarding one or more orders for the sale or purchase of one or more Financial Instruments eligible for trading, or otherwise.

Term	Meaning
Applicant	The person who applies for membership in the Exchange, or for trading acceptance.
Approved Individual	A natural person approved by the Authority and accepted by the Exchange to work under the supervision of a Member and at their responsibility, acting on their behalf in securities-related matters.
Financial Services	The financial services provided by a company licensed by the Authority to conduct one or more financial services activities subject to the Authority's supervision, as stipulated in Article (4) of the Financial Services System issued by the Authority's Board of Directors, or any other activity the Authority deems subject to its supervision.
Issuer	Any legal person issuing securities eligible for trading in the Exchange.
Transaction	Any sale, purchase, or transfer of a security in the Exchange.
Automated Order Routing System	Any information system that converts the Client's order transmission to the Member and delivers it to the Exchange's trading platform without human intervention.
Central Order Book	The Exchange's order book in which incoming orders and amendments thereto are kept until they are executed, cancelled, or expire.
Closing Price	The price determined by the closing auction, or the last traded price, in the absence of a determined price.
Auction	The matching of orders accumulated in the Central Order Book during the auction period, at a fixed price according to the auction matching system, and the matching system determines
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an auction price that increases the quantity of executable orders and reduces order imbalance.
Last Adjusted Closing Price	No new orders may be entered, or existing orders modified or cancelled, during the price determination period, and the auction determines the opening price during the opening period, and the closing price during the closing period, if any.
Matching	The moment of automatic execution of the buy and sell transaction by the trading system.
Lending and Borrowing Participants	Members or licensed custodians approved by the Exchange, acting on behalf of their clients or for their own account in lending and borrowing securities eligible for trading in the Exchange.
Liquidity Provider	The Member, or the Member's client, who is licensed by the Authority and appointed by the Exchange to enhance the market liquidity of the Financial Instrument eligible for trading in the Exchange in accordance with the provisions of these Rules.
Liquidity Provider Agreement	The written agreement entered into between the Exchange and the Liquidity Provider in accordance with the Rules.
Liquidity Provision Agreement	The written agreement entered into between the securities issuer and the Liquidity Provider in accordance with the Rules.
Listing Agreement	The agreement concluded between the Exchange and the Issuer, before its acceptance for trading, whereby the Issuer agrees
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to comply with the provisions of these Rules, in addition to other obligations stipulated in the Agreement.
Membership Agreement	The agreement concluded between the Exchange and the Member, whereby the Member agrees to comply with the provisions of these Rules, in addition to other obligations stipulated in the Agreement.
Notices	Any written communications issued by the Exchange, titled "Notices," addressed to all or some Members or Issuers, for the purpose of interpreting or applying the Rules or any other purpose stipulated by the Rules.
Securities	Securities listed and approved by the Authority, and eligible for trading in the Exchange, including any transferable instrument eligible for trading in the Exchange such as shares, share-related depositary receipts, debt instruments, and similar securities, share purchase warrants, and other securities that entitle the owner to obtain any of the aforementioned securities, or a basket of securities, or a cash amount determined at a future price for any of the securities, or a basket of securities, or units within collective investment schemes, or participation in other investment instruments, and any other securities specific to the Applicable Law that the Exchange deems eligible for trading in the Exchange.
Shares	Any shares in capital or other ownership units of ownership shares issued by a company or other business entity.
Equity Share	Shares and other transferable securities that entitle the owner to participate in some or all of the ownership rights in the Issuer, or that entitle the owner, upon conversion or exercise of the rights granted, to obtain equity shares, provided that the latter securities are issued by the Issuer of the securities, or by an entity belonging to the category of the Isser

Term	Meaning
mentioned above, and the Exchange has the authority to cancel any financial instrument from the definition given to equity shares by Notice.
Depositary Receipt	A security that includes enjoying special rights related to the underlying security issued by an entity other than the issuer of the underlying security.
Debt Instrument	A debt instrument stipulating the repayment of debt installments with or without interest, paid via a coupon or similar.
Holder of the Security	The person registered with the Depository as the owner of the security eligible for trading.
Depository	The competent authority for clearing, settlement, deposit, and registration, for all matters related to securities traded in the Exchange.
Deposit Account	An account kept with the Depository in which securities are registered.
Settlement Report	The report issued by the Exchange showing the net obligations or entitlements of each Member on the settlement day.
Settlement Day	The day opened by the Exchange and approved by the Authority, during which transactions of securities traded in the Exchange are settled.
Settlement Bank	The bank that conducts cash settlement transactions between Members.
Settlement Account	The settlement account of each Member in the Settlement Bank in accordance with these Rules.
Security Funds (Guarantee Funds)	The bank guarantees provided by Members for the benefit of the Exchange, which are held by it.

Term	Meaning
Settlement Guarantee	The primary guarantee, the Reserve Guarantee Fund, and the additional guarantee, as stipulated in the Rules.
Guaranteed Market Entry	An entry method by which the Client, as a guaranteed participant, can use direct connection lines, subject to the approval and responsibility of the Member as the sponsoring Member, under the conditions stipulated in Articles (3.2.1-3.2.2).
Sponsoring Member	The Member who guarantees the Guaranteed Participant for the purposes of Guaranteed Market Entry under Articles (3.2.2-3.2.5-3.2.6).
Guaranteed Participant	The person who benefits from the direct connection lines allocated to the Member.
Trading Platform	The electronic system or any other system for trading securities managed by the Exchange.
Personal Account	The Member's investment wallet account.
Corporate Actions	Procedures of Issuers related to security holders, such as cash distributions, free share distributions, subscription rights, and mergers.
Day	A day of official working hours in the Exchange.
Trading Day	Any day the Exchange opens its doors for trading.
Trading Hours	The trading hours determined by the Exchange as announced in the Notice.
Time	The local time of the State of Qatar.

Chapter Two: General Provisions

1.2 Headings:
1.2.1 In the application of the provisions of these Rules, the headings of Parts, Chapters, and sub-headings of Articles are for the purpose of organizing these Rules and simplifying reference to them, and do not form part of their provisions, nor do they affect their interpretation or restrict the meaning.

Local Time:
1.2.2 Time periods referred to in these Rules, or Notices, or otherwise, shall be calculated according to the local time of Doha, unless the context requires otherwise.

Language:
1.2.3 These Rules are issued in the Arabic language and translated into English. In the event of a discrepancy between the two languages, the Arabic version shall be relied upon, whether for interpretation or application purposes.

1.2.4 All requests, communications with the Exchange, and documents submitted to it by its users must be in the Arabic language. Requests, communications, or documents may be submitted in English, subject to the Exchange's approval.

Publication and Communication:
1.2.5 These Rules and any amendments thereto shall be published in the Official Gazette to inform those concerned, as well as on the Exchange's website, in addition to any other means the Exchange deems appropriate.

Without prejudice to the provisions of the preceding Article, these Rules, and any amendments thereto or any notice, or message, shall be sent to a Member or Issuer by hand delivery, postal address, fax, or email, as specified by the Member or Issuer in writing pursuant to their continuing obligations.

A notice or message shall be deemed sent at the time of hand delivery or sending via one of the electronic means mentioned in this Article.

In the event that a notice or message is sent to the postal address, it shall be deemed received on the day preceding the date of deposit at the relevant post office.

Recording of Telephone Conversations:
1.2.7 The Exchange may record telephone conversations conducted from its headquarters, via any communication device, provided that the recording is based on prior agreement.

Preparation of the General Market Index:
1.2.8 The General Market Index or other indices published by the Exchange shall be prepared based on standards and procedures approved by a committee formed for this purpose, representing some of the Authority's supervisors.

Confidentiality of Information:
1.2.9 The Exchange is prohibited from disclosing information and data of a confidential nature that it receives through the exercise of its powers and duties, except to the following entities and in the following cases:

1. The concerned party entitled to confidentiality, unless this contradicts any applicable laws.
2. The Authority.
3. Judicial authorities in the State.
4. Any agency, authority, or body within the State whose work is related to combating money laundering and terrorist financing.
5. Any other market or entity engaged in clearing, settlement, deposit, or central registration, in accordance with agreements concluded by the Exchange with any of the markets or other entities.
6. Cases of necessity assessed by the Exchange to perform or exercise any of its powers and duties in light of the laws and regulations governing its work, with notification to the Authority.

1.2.10 The Exchange shall publish rules for combating money laundering and terrorist financing, in accordance with the laws in force in the State.

Regulation:
1.2.11 Without prejudice to the provisions of any article of these Rules, any person with standing and interest may appeal to the Authority against decisions issued by the Exchange in application of these Rules, in accordance with the system prescribed by the Authority.

Part Two

Membership of the Exchange

Chapter One: General Provisions

2.1 Membership of the Exchange:
2.1.1 Any entity wishing to become a member of the Exchange must:

• a- Be licensed by the Authority.
• b- Submit a membership application in accordance with the provisions of these Rules.
• c- Sign a membership agreement with the Exchange.
• d- The acceptance of any entity as a member of the Exchange is subject to the prior written approval of the Exchange.

2.1.2 The trading privileges and obligations of the Member, and the Notices issued by the Exchange, and the agreements and contracts concluded between it and the Exchange, shall be determined in accordance with the provisions of these Rules.

2.1.3 Membership or the trading privileges arising therefrom may not be transferred or restricted by the Member or on their behalf, unless the transfer or restriction is in accordance with the company restructuring procedures that do not result in a fundamental restriction in ownership, subject to the prior written approval of the Exchange.

2.1.4 Any change in the Member's control is subject to the provisions stipulated in the Authority's regulations. The Member must notify the Exchange of any changes in this regard, and is obliged to provide it with any decision taken by the Authority regarding the change in control.

Membership Powers:
2.1.5 Membership powers shall be as specified in the approval issued by the Exchange for membership, and shall not exceed the scope of the license granted to the Member by the Authority.

Chapter Two: Membership Requirements

2.2 Membership Requirements:
2.2.1 The Applicant, who wishes to become a member of the Exchange, must meet the following conditions and requirements:

1. Be a financial services company.
2. Have employees who are sufficiently qualified and experienced to manage and operate the business available in the Exchange.
3. Comply with the application of the Applicable Law and the provisions of these Rules, as well as appropriate internal procedures and controls for the business intended to be conducted in the Exchange.
4. Sign a membership agreement with the Exchange, and special contracts, and meet the requirements specified by the Exchange.
5. Prove that it possesses sufficient resources for the business it intends to conduct in the Exchange.
6. Meet any other standards imposed by the Exchange, with the Authority's approval, regarding membership, which it publishes via Notice.

2.2.2 The Exchange may reject the application submitted by any person whose headquarters are in any country or jurisdiction that the Exchange deems does not have governmental or regulatory practices consistent with the membership requirements of the Exchange.

2.2.3 The Exchange shall publish notices with the names of Members and the membership rights they enjoy, as stipulated in these Rules.

2.2.4 The Member must appoint a contact person with the Exchange, whose task is to coordinate between them and the Exchange.

Approved Individuals:
2.2.5 The Member must have a sufficient number of Approved Individuals commensurate with the nature and scope of the business intended to be conducted in the Exchange.

2.2.6 The Approved Individual must be a trainee according to the training programs specified by the Exchange, and must be familiar with these Rules, the trading guide issued by the Exchange, and all legislation related to their work.

2.2.7 Trading may only be conducted by Approved Individuals, subject to compliance with the provisions of these Rules, and the restrictions imposed by the Exchange and approved by the Authority.

2.2.8 The Member must immediately notify the Exchange of any decision to terminate, suspend, or investigate the Approved Individual by the Member. The notification must include all details of the facts affecting the Exchange's assessment of the Approved Individual's discipline and performance.

2.2.9 The Member may not terminate the service of the Approved Individual without notifying the Authority and the Exchange thereof.

Chapter Three: Membership Application Procedures

2.3 Membership Application File:
2.3.1 Every membership application must be submitted to the Exchange on the form prepared for this purpose.

2.3.2 The Applicant must enable the Exchange or its delegate to conduct inspections at the workplace for the purpose of studying the membership application. The Applicant must provide the Exchange with all information, or make any amendments to information systems that the Exchange may request in connection with the inspection process.

Consideration of the Membership Application:
2.3.3 Upon receiving a complete membership application file, the Exchange must decide on the application by acceptance or rejection within a maximum period of thirty days from the date of submission of the complete application. The Exchange shall notify the Applicant of its decision via registered mail and their private email. Failure to respond within that period shall be considered a rejection of the application.

2.3.4 In case of approval of the application, the Exchange shall notify both the Applicant and the Authority of the acceptance of the new Member. The notification shall include the date of approval of the membership application. The membership shall not take effect until the Member signs the membership agreement within a period not exceeding fifteen days from the date of notification.

2.3.5 A person whose membership application is rejected may submit a written request to the Exchange for reconsideration of their application within fifteen days from the date of notification of the rejection decision, explicitly or implicitly. The Exchange must rule on this request and notify the applicant of the decision within one week from the date of receipt. In case of rejection of the request, the applicant may appeal to the Authority in accordance with the system regulations prescribed by the Authority.

Chapter Four: Obligations of Members

2.4 Obligations of Exchange Members:
2.4.1 Exchange Members are obliged to:

1. Comply with the provisions of the Law, regulations, and decisions issued in implementation thereof, these Rules, and the Notices issued thereunder, and all agreements and contracts concluded with the Exchange in implementation of these Rules.
2. Enable the Exchange or its delegate to conduct inspections at the Member's workplace and any private place related to their work, and to provide the necessary information and documents to conduct the required investigations.
3. Keep historical records of data for the period requested by the Applicable Law.
4. Comply with technological requirements that maintain the security of the trading systems provided by the Exchange.
5. Notify the Exchange of any material change in the information provided with the membership application.
6. Notify the Exchange of any facts, circumstances, or changes that may affect the shape or legal organization of the Member, or their trading activities in the Exchange, including events related to merger, restructuring, amalgamation, name change, management change, or other matters in which the Member is a party.
7. Immediately notify the Exchange of the commencement or emergence of any signs of insolvency, liquidation of business, or any similar action, including amicable settlements to which the Member is subject or a party.
8. Notify the Exchange of the contact details of Member officials, and any changes to these details immediately upon occurrence.
9. Adhere to the internal procedures and controls for the business they conduct in the Exchange.
10. Verify that their employees conduct their Exchange-related work efficiently and are subject to appropriate supervision.

Chapter Five: Suspension and Termination of Membership

2.5 Suspension and Termination of Membership:
2.5.1 Membership in the Exchange for a Member or Approved Individual terminates based on a decision by the Exchange or upon the request of the Member or Approved Individual. Membership may also be suspended for specific periods.

Termination of Membership upon Request by Member or Approved Individual:
2.5.2 The Member or Approved Individual may terminate their membership in the Exchange by providing written notice to the Exchange. The notice must include the reasons for the request to terminate membership and the specific date thereof. The termination of membership may not be conditional.

2.5.3 The termination of membership shall take effect from the date agreed upon between the Member or Approved Individual and the Exchange. In the absence of agreement on a specific date, it shall take effect after thirty days from the date of receipt of the notice by the Exchange, subject to the Authority's approval of the termination of membership.

Suspension and Termination of Membership upon Decision by the Exchange:
2.5.4 The Exchange may suspend all or some of the trading privileges of the Member or Approved Individual if they violate the provisions of these Rules, or fail to meet a condition of membership, or if one or more of the following circumstances exist:

1. The Member or Approved Individual fails or delays in performing any of their obligations under these Rules or any other agreement related to the Exchange's business, or is unable to perform those obligations.
2. The Member stops payments due to creditors, convenes a meeting of creditors, or a bankruptcy or insolvency order is issued against them, or against the majority of their partners.
3. The company is liquidated by a resolution of the General Assembly or by a court judgment. This case does not include voluntary liquidation for the purposes of merger or restructuring based on prior approval by the Authority.
4. Material errors are discovered in the membership application, or data affecting the Exchange's decision to accept it is concealed.

2.5.5 The suspension decision referred to in the preceding Article must be preceded by a warning to the Member to remove the violation or complete the membership conditions, under the conditions and standards specified by the Exchange.
The suspension decision shall be issued for a period not exceeding three days, and may be extended for a longer period with the Authority's approval. The decision shall specify the actions the Member must take during the suspension period. In the event that the Member does not remove the causes for which the suspension was issued, a decision to terminate their membership shall be issued after obtaining the Authority's approval. The Member must be notified in writing of the warning, or the suspension decision, or the termination of membership. This shall be published to all Members via the Exchange's website, and the Authority shall be notified of the measures taken against the Member.