Regulatory Bylaw No. 6: Conditions and Requirements for Listing Companies in the Securities Market / The Main Market

Regulatory Bylaws of the Securities and Exchange Commission for the Year 2022 Regulatory Bylaw No. (6) Conditions and Requirements for Listing Companies in the Securities Market / The Main Market

Article (1)
The company shall submit a listing application to the Securities Market, signed by the Chairman of the Board of Directors and the Executive Director, and attach a certified certificate and memorandum of association from the Companies Registration Department, confirming its knowledge and acceptance of the listing conditions approved by the Market and the Commission.

Article (2)
The company must have obtained approval from the General Authority for listing its shares in the Securities Market, certified by the Companies Registration Department, or by order from the sectoral authority for listing them in the Iraqi Securities Market.

Article (3)
The company must have been established for a period of not less than two years, with two audited financial statements issued by an independent auditor legally authorized in Iraq. The Commission may accept listing for a period of not less than one year, provided at least one financial statement has been audited by an independent auditor legally authorized in Iraq.

Article (4)
The number of shareholders in the company must not be less than 100 shareholders.

Article (5)
The Board of Directors of the company shall submit a report for the last year including the following:
a. A brief summary of the company's establishment, its main objectives, and its relationship with other companies, if any. b. The Board of Directors' evaluation, supported by figures, of the company's performance and achievements compared to the established plan.
c. Important events the company has undergone from its establishment date until the date of submitting the listing application.
d. Names of Board of Directors members and names and positions of executive management personnel in the company, along with the shareholding amount of each of them and their relatives (first degree), and membership of any of them in the boards of directors of other companies. e. A list of shareholders and their nationalities whose shareholding exceeds 1% or more of the company's shares, and the number of shares they own. f. Description of any government guarantees or privileges enjoyed by the company or any of its products under the law. g. Description of any decisions issued by the government, international organizations, or others that have a material impact on the company's operations, its products, or its competitive ability.

Article (6)
The company's financial data shall include the following:
a. The annual financial data for the two years preceding the date of submitting the listing application, accompanied by a report from both the Board of Directors and an independent auditor legally authorized in Iraq, including:

• The General Balance Sheet.
• The Profit and Loss Account.
• The Cash Flow Statement.
• Necessary clarifications regarding this data.
  b. The quarterly financial data covering the time period from the end of the previous financial year preceding the listing application date until the end of the last quarter preceding that application date, compared with the corresponding period in the previous year, including:
• The General Balance Sheet.
• The Profit and Loss Account.
• The Cash Flow Statement.

Article (7)
The shareholders' equity in the company at the time of evaluating the application must not be less than 100% of its paid-up capital.

Article (8)
The company must have conducted actual activities and achieved distributable profit from that activity in the last two financial years preceding the application.

Article (9)
If the application is submitted by a company other than its legal entity, such as a limited liability company or a partnership, to a joint-stock company, at least one full year must have passed from the date of the conversion decision issued by the Companies Registration Department, and final accounts for a complete financial year audited by an independent auditor legally authorized in Iraq must have been issued.

Article (10)
If the application is submitted by a joint-stock company resulting from the merger of two or more listed or unlisted companies in the Market, listing must occur after more than one year has passed from the date of the letter concluding the merger procedures issued by the Companies Registration Department, and final accounts for a complete financial year audited by an independent auditor legally authorized in Iraq must have been issued. However, if both companies were listed in the Market before the merger, the listing of the resulting company may be accepted after the conversion decision.

Article (11)
Submission of a commitment that the company's capital matches the issued shares, signed by the Shareholder Department Manager, the Accounting Manager, and the Executive Director.

Article (12)
Submission of a commitment signed by the Chairman of the Board of Directors, the Executive Director, and the Accounting Manager, acknowledging their awareness of the effective Securities and Exchange Commission Law and the regulations and bylaws issued pursuant thereto by the Securities and Exchange Commission and the Securities Market, and their commitment to comply with them.

Article (13)
The company must fulfill the conditions and requirements of the provisions of related laws, including (Companies Law / Banking Law for Listed Companies).

Article (14)
The company must deposit its shareholder register in the Depository Center and commit to complying with the regulatory bylaws of the Depository Center.

Article (15)
Submission of a letter from the company regarding legal restrictions on the transfer of securities ownership, signed by the Executive Director and the Shareholder Department Manager.

Article (16)
Submission of minutes of the General Assembly meetings of the company for the two financial years preceding the date of submitting the listing application.

Article (17)
The Board shall submit its written evaluation of the company's operational performance and its eligibility for listing in the Market for the purpose of approving the listing.

Article (18)
The company is committed to publishing its financial data mentioned in paragraph (6) above on the websites of the Market and the Commission electronically before allowing its shares to be traded in the Market.

Article (19)
The company is committed to completing all listing procedures in the Market within two months from the date of its notification of the Commission's approval for listing in the Market, including payment of the prescribed membership and annual subscription fees. This approval shall be considered void in case of non-compliance with this deadline.