The Listing Agreement of Shareholding Companies
Immediately following the listing of its shares:
1. The company undertakes to adhere to all the Rules and Internal Regulation issued by the Exchange's Board of Directors.
3. Submission of all facts, information and statistics, as required by the management of the Exchange.
4. To inform the Exchange's management of any decisions taken by the company's Board of Directors that may have an impact on its capital, financial structure, profitability and or/profits distribution.
6. Compliance with the Internal Regulation not to change the company's share ownership in the shareholders' records, unless it has been sanctioned by the management of the Exchange, or it was executed in accordance with the rules laid down by the Board of Directors of the Exchange.
7. Adherence to settling the registration charges and annual listing fees at a time specified by the management of the Exchange.
8. To notify the Exchange's management of the Board members' ownership and their share ownership in the company, within one month of their membership nomination and at the end of each financial year.
9. To notify the management of the Exchange of any relevant information that might have an impact on the soundness and accuracy of trading.
10. To inform the management of the Exchange of the Board of Directors' decision regarding the distribution of profits, or a profit and loss announcement, in order to obtain the Exchange's approval in advance of the company's announcement.
11. To notify the Exchange's management of the following:
I. Description of the sale or purchase of all large assets that might have an impact on the financial situation of the company.
II. Any information required by the Exchange that has already been specified in the company's law.
III. Any changes in the structure of the management of the company's Board of Directors and executive management.
IV. Any information on the company's redeemable securities.
12. To submit to the Exchange copies of all publications issued for the shareholders at the time of the issuance.
13. To issue the annual financial reports and accounts within 3 months from the date of the company's financial year-end(1).
14. To notify the Exchange of any dealings by members of the Board and/or executive management.
15. To notify each shareholder of the date of the company's annual general meeting.
16. In the case of issuance of any notification to holders of a category of shares, the same notification shall be disseminated to all categories of shareholders.
17. To issue the shares certificate within a maximum period of one month.
(1) Amended by Resolution No. (4) of 1999
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Bahrain Stock Exchange
Personal
Photograph
of the
Applicant
REQUEST FOR MEMBERSHIP
Date: ........................
TYPE OF REQUEST
| BROKER: ........................... |
MARKET MAKER: ........................ |
Personal Information:
Applicant's Name: .................................................................................
Date of birth [day/month/year]: ..................................................................
Place of birth: .......................................................................................
Nationality: ..........................................................................................
Highest qualification: ..............................................................................
Central Population Registration (CPR) No. :...................................................
Financial Information:
Capital: ..................... Bank's Name: ........................ A/C No.: ..................
Bank Guarantee: .............................. Bank's Name: .................................
I the undersigned, do hereby certify that the above stated information is true and correct to my knowledge. I also certify that I have never been convicted in an insolvency case, or a felony, or punished by restriction of freedom, either inside or outside Bahrain.
Signature: .......................................
For Official Use:
Number: ..........................................................................................
Date of receipt: ....................................................................................
Received by: .......................................................................................
Date of decision: ....................................................................................
Approved/rejected: .................................................................................
Enclosures:
1. A bank certificate showing the availability of the required capital.
2. A bank guarantee showing the value of the required guarantee.
3. A photograph of the applicant.
4. Specimen signatures of the broker and his authorized assistants.
5. Photocopies of the applicant's and his assistants' passports.
6. A cheque in favour of the Bahrain Stock Exchange for the sum of : ................
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Bahrain Stock Exchange
Personal
Photograph
of the
Applicant
REQUEST FOR MEMBERSHIP
Date: ........................
TYPE OF REQUEST
Brokerage company: ..............................................................................
Market Making company: ........................................................................
Company's name: .................................................................................
Nationality: .............................................................................................
Mailing address: ....................................................................................
Telephone No.: ..................... Fax No.: ..................... Telex: .....................
Partners' Names:
Name: ........................ Nationality: ..................... Date of Birth: ...............
Name: ........................ Nationality: ..................... Date of Birth: ...............
Name: ........................ Nationality: ..................... Date of Birth: ...............
Name: ........................ Nationality: ..................... Date of Birth: ...............
Financial Information:
Capital: ..................... Bank's Name: ........................ A/C No.: ..................
Capital: ..................... Bank's Name: ........................ A/C No.: ..................
Bank Guarantee: .............................. Bank's Name: .................................
We the undersigned, do hereby certify that the above stated information is true and correct to our knowledge. We also certify that we have never been convicted in any insolvency case, or a felony, or punished by restriction of freedom, either inside or outside Bahrain.
Signature: ....................................
Signature: ....................................
For Official Use:
Number: ..........................................................................................
Date of receipt: ....................................................................................
Received by: .......................................................................................
Date of decision: ....................................................................................
Approved/rejected: .................................................................................
Enclosures:
1. A bank certificate showing the availability of the required capital.
2. A bank guarantee showing the value of the required guarantee.
3. Names and specimen signatures of the authorized individuals who will be signing on behalf of the company.
4. A photocopy of the applicant's passport.
5. A photocopy of the company's Memorandum and Articles of Association approved by the concerned officials.
6. A cheque in favour of the Bahrain Stock Exchange for the sum of : ................
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INFORMATION REQUIRED FOR LISTING ON THE BAHRAIN STOCK EXCHANGE
LEGAL AND MANAGEMENT INFORMATION:
1. Company's legal name, the country of incorporation and its headquarters.
2. Type and class of securities required for listing on the Bahrain Stock Exchange.
3. Date of the official listing application.
4. Management:
i) names and addresses of the board of directors;
ii) names, titles and addresses of executive officers.
5. Share capital:
i) Authorized share capital in terms of value and number of shares.
ii) Issued and subscribed share capital in terms of value and number of shares.
iii) Paid-up capital in terms of value and number of shares.
iv) Number of issued shares.
v) Nominal par value per share.
vi) Number of shareholders registered in the company register.
vii) Name, number and percentage of shares held by major shareholders holding 10% or more of the company's paid-up share capital.
viii) Number of shares held by each of the company's directors individually, and the number of shares held by the board of directors as a whole.
ix) Number of shares held by the executive officers as a group and the shareholding of each of them.
6. Rights and privileges attached to the shares being listed.
7. Copy of the Commercial Registration certificate.
8. Particulars of affiliated and associate companies in which the applicant company is holding 10% or more of their paid-up share capital:
i) Name of the company;
ii) Nature of the business;
iii) Authorized share capital;
iv) Nominal par value per share;
v) Issued and paid-up share capital and types of issued shares;
vi) List of benefits received by the board of directors and executive officers, in terms of shares participation, retirement and bonus shares schemes.
Historical Background:
A brief account of the history of the company:
i) A brief background history and company profile regarding the company's principal activities and its products and services.
ii) The company's main markets and the percentage of each market share, in addition to specifying whether the company is a governmental, or non-governmental organization.
iii) Main marketing strategy of the company and its methods.
Financial and Accounting Information:
1. Long-term loans: Please clarify the following:
i) Value of long-term loans obtained by the company or its affiliates.
ii) Types of loans, whether these are commercial loans, debentures, or bonds.
iii) Maturity date.
iv) Annual cost of finance.
2. Revenues: A brief, consolidated statement of the company revenues for the last five financial years.
i) Gross annual sales turnover.
ii) Net income.
iii) Comparative income statements, stating the current financial year's income compared with the previous year, giving an explanation of the difference, if any.
3. Assets: Please state the fixed assets and properties owned by the company, stating separately any property or land, and their location.
4. Dividends:
i) Number of years for which dividends were paid since the date of incorporation.
ii) Annual dividend per share.
iii) Annual gross paid-out dividend.
iv) Timing of dividends payments (annual, half-yearly, others).
v) Date of announcement of dividends.
vi) Actual payment date of profit.
vii) Bonus shares issued during the last five financial years [in detail]:
a— Total amount;
b— Total shares issued;
c— Number of bonus rate, per each share issued.
Financial, Accounting and Managerial Policies:
i) Consolidation of accounts:
Specify the principles adopted in the consolidation of the accounts.
ii) Depreciation:
Specify the policy and method of depreciation.
General Information:
1. The financial year of the company.
2. Date of the general meeting.
3. Required quorum for validity of the meeting.
4. Names and addresses of the company's share registrar [if available].
5. Franchise rights, trademarks and brands registered in the name of the company.
6. Number of permanent staff in terms of nationality and the percentage of each category, compared to the total number of staff.
7. Disputes before the court:
Are there any legal disputes in which the company or any of its affiliates are involved in, and which might affect the company's revenues, reputation, properties or assets?
Other Relevant Information:
Please attach the following required documentation to the application:
1. Company's audited financial statements.
2. Copy of the updated Memorandum and Articles of Association of the company.
3. Specimen of the shares certificate and transfer documents.
4. Copy of the resolution of the board of directors approving the listing on the Bahrain Stock Exchange.
5. Names and specimens of signatures of the company's authorized signatories.
6. The listing agreement duly signed by the authorized person.
7. A cheque made out in favour of the Bahrain Stock Exchange for listing charges and the annual maintenance fee (after receiving initial approval from the BSE).
INTERNAL REGULATION'S APPENDIX (1)
JOINT STOCK COMPANIES LISTING AGREEMENT
1. Right after registration of its shares on the Bahrain Stock Exchange, the company shall undertake to abide by all the Internal Regulation and instructions issued by the Exchange's Board of Directors.
3. Shall submit all the statements, information, and statistical data required by the Exchange's management.
4. Shall notify the management of the Exchange of all the resolutions passed by the Board of Directors which affect the company's capital, financial structure, profitability and dividend distribution.
5. Shall notify the Exchange's management of all transactions concerning the ownership of companies shares executed outside the Exchange before its registration on the shareholders registers as provided in
Article (36) of the Internal Regulation.
6. Shall undertake not to change the company's shares ownership in the shareholders registers, unless it is approved by the management of the Exchange, or undertaken in conformity with the rules ordained by the Exchange's Board of Directors.
7. Shall undertake to settle the registration fee and the annual subscription fee at the times specified by the Exchange's management.
8. To notify the Exchange's management about the shares ownership of the directors and their ownership in the company's shares within one month from the date of their appointment and at the end of each financial year.
9. To notify the Exchange's management of any necessary information to maintain the correctness and soundness of the trading.
10. To notify the Exchange's management of the company's Board of Directors Resolution regarding dividends distribution to the shareholders, or the announcement of the profits and losses, in order to take the Exchange's consent for their publication.
11. To notify the Exchange's management of the following:
i. Details of the sale and purchase of some of the large assets, which affect the position of the company.
ii. Any information specified in the Companies Law to be ordered by the Exchange.
iii. Any changes in the management structure at the level of the Board of Directors and Executive management.
iv. Any information about the Companies redeemable securities.
12. To submit to the management of the Exchange upon its issuance, copies of all publications intended for shareholders.
13. To issue the annual financial reports and accounts within three months from the date of the company's financial period (1).
14. To notify the Exchange of all trading undertaken by the company's directors and executives.
15. To notify every shareholder of the specified date of the company's Annual General Meeting.
16. Any announcement issued for a certain category of shareholders must be circulated to the other shareholders of all categories of shares.
17. To issue the shares certificates within a maximum period of one month.
(1) Amended by Resolution No. 4/1999.
