Listing Rules 7th October 2010..

Listing Rules
October 7th 2010

CONTENTS
Definitions
Introduction
Section 1 … General
Section 2 … Initial Listing of Securities
Section 3 … Contents of Prospectus/Introductory

Document
Section 4 … Funds
Section 5 … Further Issue of Securities
Section 6 … Articles of Association or other Corresponding

Documents
Section 7 … Continuing Listing Requirements
Section 8 … Corporate Disclosure
Section 9 … Enforcement
Section 10 … Fees
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DEFINITIONS
CDS : means the Central Depository Systems (Pvt.) Ltd.,

a wholly owned subsidiary of the Colombo Stock
Exchange and includes its successors and
assigns
Companies Act : means the Companies Act No. 7 of 2007 and any
amendment thereto
Entity : means
a) a public company incorporated under the
Companies Act or any other previous
Companies Acts
b) a company incorporated outside Sri Lanka
c) a corporate body incorporated under a
statute
Exchange : means the Colombo Stock Exchange
Family : means spouse and children under 18 years of age.
Fund : means any fund, which is managed by a Managing

Company licensed by the SEC in accordance with
the provisions of the SEC Act, the provisions of
Unit Trust Code 2004 (as amended) and the
directives issued by the SEC from time to time, the
units of which are listed/sought to be listed on the
Exchange.
Interest : means the last quoted Average Weighted Prime

Lending Rate (AWPLR) published by the Central
Bank of Sri Lanka plus 5%.
Listed Entity : means an Entity which has its shares or Debt

Securities listed on the Exchange.
Managing : means any company licensed by the SEC for

Company the purpose of managing a Fund.
Market Day : means any day on which the Exchange is open for
trading.
Public Holding(s) : means shares of a Listed Entity held by any person

other than those directly or indirectly held by;
a) its parent, subsidiary or associate companies

or any subsidiaries or associates of its parent
company; and,
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b) its directors who are holding office as
directors of the Entity, their spouses and
children under 18 years of age; and,
c) Chief Executive Officer, his/her spouse and

children under 18 years of age; and,
d) any single shareholder who holds 10% or

more of the shares.
SEC : means Securities and Exchange Commission of Sri

Lanka established under the SEC Act.
SEC Act : means the Securities and Exchange Commission of

Sri Lanka Act No. 36 of 1987 (as amended).
Securities : mean debentures, stocks, shares, funds, bonds or

notes issued or proposed to be issued by any
Government or of any body, whether corporate or
unincorporated, including any rights, options or
interests (whether described as units or otherwise)
therein or in respect thereof or any other instruments
commonly known as securities, but does not include
bills of exchange or promissory notes or certificate of
deposits issued by a bank;
shares : reference to ‘shares’ means shares issued by an Entity

which are fully paid, free from all lien, freely
transferable and confer on the holder;
(a) the right to one vote on a poll at a meeting of
the company on any resolution;
(b) the right to an equal share in dividends paid by
the company;
(c) the right to an equal share in the distribution of
the surplus assets of the company on
liquidation.
Other Class of Shares : reference to ‘Other Class of Shares’ means shares

issued by an Entity which are fully paid, free from all
lien, freely transferable and issued in terms of Section
49 (3) of the Companies Act.
Substantial : means 10% or above.
Closed-End Unit Trust : means a unit trust which after the initial offer period
does not, unless otherwise approved by the SEC,
issue new units or redeem units in issue until the
liquidation of such fund.
Rule/s : means these Listing Rules and CDS Rule/s.
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INTRODUCTION
The Colombo Stock Exchange (Exchange) offers a market for trading in

Securities.
An Entity is referred to as a “Listed Entity” upon its shares and/or Debt

Securities being listed on the Exchange.
These Rules govern the listing of Securities on the Exchange and

continuing listing requirements in order to ensure the creation and
maintenance of a market in which Securities can be issued and traded in
an orderly and fair manner and which secures efficiency and confidence of
all stakeholders in the operation and conduct of the market.
It is the duty of the Board of Directors of an Entity to ensure that all the
listing requirements are met on a continuing basis so long as its Securities
remain listed on the Exchange.
It is the duty of the Board of Directors of a Managing Company of a Fund to

ensure that all the listing requirements are met on a continuing basis so
long as units of such Fund are listed on the Exchange.
By virtue of Rule 3 of the SEC Rules, 2001 published in the Extraordinary

Gazette No. 1215/2 dated December 18, 2001, a violation of these Rules
would be considered as a violation of the SEC Rules.
WAIVER
The Exchange may, at its discretion and subject to any approvals that may
be required from the SEC, waive the application of any Rule specified
under Sections 2, 3, 4 and 5 and notify the SEC in writing, immediately
thereafter, stating the basis on which the Waiver was granted.
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SECTION 1
GENERAL
1.1 INITIAL LISTING
(a) An applicant for a listing of Securities must comply with these Rules.
An applicant is required to forward to the Exchange a listing
undertaking as set out in Appendix 1A, which shall constitute a
binding contract between the applicant and the Exchange. The
Listing Rules create obligations, which are additional and
complementary to statutory obligations.
(b) An applicant Entity should in the first instance, list its shares, prior to
applying for a listing of Other Class of Shares.
1.2 APPLICABILITY OF THE RULES
(a) All Entities whose Securities are listed on the Exchange, inclusive of
Entities listed prior to these Rules coming into operation, and
Managing Companies of Funds shall be bound by these Rules, and
any addition, alteration or amendment to these Rules as may be
made from time to time.
(b) All Entities whose Securities are listed are required to forward to the
Exchange within three (03) months of coming into operation of these
Rules, a listing undertaking as set out in Appendix 1A along with the
Certificate of Registration issued by the Registrar General of
Companies, in terms of Section 485 (6) of the Companies Act.
(c) The Securities that may be eligible to be listed shall be decided by

the Exchange from time to time.
(d) The Exchange has the absolute discretion to accept or reject any
listing application and in the administration of these Rules. The
Exchange may also require or impose additional requirements or
conditions on applicants for listing or on Entities whose Securities
are listed.
(e) If an Entity or a Managing Company does not comply with the

Rules, the Exchange may take action in terms of Section 09 of the
Rules.
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1.3 METHODS BY WHICH THE SECURITIES MAY BE LISTED
1.3.1 SECURITIES (SHARES AND DEBT)
(a) OFFER FOR SUBSCRIPTION

An Offer for Subscription is an invitation to the public by or on behalf of
an Entity to subscribe for its Securities.
(b) OFFER FOR SALE
An Offer for Sale is an invitation to the public by, or on behalf of
holder(s) or allottee(s) to subscribe for its Securities already in issue.
(c) INTRODUCTION
An Introduction is the listing of the Securities of an Entity on the
Exchange without the requirement of an initial public offering.
1.3.2 FUNDS
Units of a Fund may be listed on the Exchange through an Offer for

Subscription to the Public or through an Introduction in terms of these
Rules.
Rules for listing units of Funds are set out in Section 4 of these Rules.
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APPENDIX 1A
LISTING UNDERTAKING BY …[enter name of Entity]...
To: The Colombo Stock Exchange

# 04-01, West Block, World Trade Center
Echelon Square
Colombo 1
We (name of Entity) being a Listed Entity and duly incorporated/established and

having our registered office/ principal place of business at
…………………………….. hereby undertake and agree:
(i) to be bound by the applicable Rules and Circulars of the Colombo

Stock Exchange (Exchange) and the Central Depository Systems
(Pvt.) Limited as amended or replaced from time to time, and
(ii) to be listed for such period as may be determined by the Exchange
and at the sole discretion of the Exchange.
We submit herewith a certified copy of the Certificate of Registration issued by the

Registrar General of Companies, in terms of Section 485 (6) of the Companies Act
(as applicable).
Given under the Common Seal of the Entity this ……. day of ……in the presence
of
…………………..
(Name) Director
……………………..
(Name) Director/Secretary
Or,
Signed by the duly authorized signatories of the Entity on this ….. day of ………
………………………………….
(Name) Authorised Signatory
Note: please attach a copy of the Board Resolutions/Power of Attorney in proof of

such authority.
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SECTION 2
LISTING OF SHARES AND DEBENTURES
2.1 LISTING OF SHARES
2.1.1 GENERAL REQUIREMENTS
a. Shares may be listed on the Exchange provided that the listing is for all
shares issued and to be issued by the Entity.
b. In the event of Offer for Subscription or Offer for Sale shares shall be
issued for cash only.
c. In the event shares are to be listed by way of an Introduction, such shares

should have been allotted at least six (06) months prior to the date of
application to the Exchange, unless such shares have been offered in
terms of a Prospectus as required by the Companies Act.
2.1.2 ELIGIBILITY TO BE LISTED ON THE MAIN BOARD*
a. The applicant Entity’s Stated Capital representing shares for which a

listing is sought should be of a value of not less than Rupees Hundred
Million (Rs.100,000,000). If it is an Entity Incorporated/established/situated
outside Sri Lanka a value equivalent thereto; and,
b. A net profit after tax for three (3) consecutive years immediately preceding
the date of application, and,
c. The applicant Entity must have a minimum Public Holding of 25% of the
total number of shares for which listing is sought which shall be in the
hands of a minimum number of 1,000 public shareholders holding not less
than 100 shares each. The Exchange may accept a percentage lower
than 25% of the total number of listed shares if the Exchange is satisfied
that such lower percentage is sufficient for a liquid market in such shares.
2.1.3 ELIGIBILITY TO BE LISTED ON THE DIRI SAVI BOARD*
a. The applicant Entity’s Stated Capital representing shares for which a listing
is sought should be of a value of not less than Rupees Thirty Five Million
(Rs. 35,000,000.00). If it is an Entity incorporated/established/situated
outside Sri Lanka a value equivalent thereto; and,
b. Public Holding of 10%.
*The Listing Rules relating to the eligibility criteria for the Main Board and Diri Savi
Board have been amended by the CSE. The amended rules will be applicable with
st st
effect from 1 April 2011. Please refer CSE Circular No. 01/2011 dated 21 January
2011 for further information.
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2.1.4 INITIAL LISTING APPLICATION OF SHARES
An application for an initial listing shall include the following documents:
a. An Initial Listing Application which conforms to Appendix 2A of these

Rules.
b. The Certificate of Incorporation or a document equivalent thereto where

the Entity is incorporated/established/situated outside Sri Lanka or is a
Statutory Corporation, certified by the Secretary of the Entity to be a
“true copy.”
c. The Articles of Association or any document equivalent thereto where

the Entity is incorporated / established/ situated outside Sri Lanka or is a
Statutory Corporation certified by the Company Secretary to be a ‘true
copy’. The Articles or equivalent document must have incorporated the
additional clauses as set out in Section 6 of these Rules, which clauses
shall take precedence if there are any conflicting articles.
d. An extract of the Board Resolution certified by the Company Secretary,

that in the opinion of the Board the consideration for which the shares
are to be issued is fair and reasonable to the Entity and to the
shareholders as required by the Companies Act.
e. A Board Resolution authorising the Initial Listing Application certified by

the Company Secretary to be a ‘true copy’.
f. The ‘Listing Undertaking’ duly perfected in conformity with Appendix 2B.
g. A certified copy of every letter, report, balance sheet, valuation,

contract or other document referred to in the Prospectus / Introductory
Document.
h. In the case of an Offer for Subscription or an Offer for Sale a draft

Prospectus prepared in compliance with Rule 3.1 of Section 3 of the
Rules;
i. In the case of an Introduction a draft Introductory Document prepared in

compliance with the requirements of Rule 3.3 of Section 3 of the Rules.
j. Fees as may be prescribed by Section 10 of the Rules.
2.2 LISTING DEBT
a. Debt Securities to be eligible to be listed on the Exchange shall be;

(i) fully paid
(ii) freely transferable
(iii) issued only for cash (in the event of Offer for Subscription or Offer
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for Sale)
b. In the event a Debt Security is to be listed by way of an Introduction,

such Debt Security should have been allotted at least six (6) months
prior to the listing application, unless such Debt Security has been
offered in terms of a Prospectus as required by the Companies Act.
c. ELIGIBILITY TO BE LISTED ON THE MAIN BOARD
(i) The applicant Entity shall provide a guarantee for the

repayment of capital and interest from;
a bank licensed by the Central Bank of Sri Lanka and having

an A – rating or a rating equivalent or better thereto obtained
from a rating agency registered with the SEC or
an international multilateral or bilateral or other agency

acceptable to the Exchange
or
(ii) The Debt Security shall have an investment grade rating for
the Securities to be listed obtained from a rating agency
registered with the SEC.
d. ELIGIBILITY TO BE LISTED ON THE SECOND BOARD
The applicant Entity shall have been in business for a minimum

period of three (3) years, immediately preceding the date of
application and shall obtain a rating for the Securities to be listed from
a rating agency registered with the SEC.
e. APPOINTMENT OF A TRUSTEE
(i) The applicant Entity shall appoint a Trustee for the benefit of the
holders of Debt Securities, which are to be listed.
(ii) The Trustee shall be incorporated and is required to have a

minimum stated capital of Rs. 25 million or the equivalent
thereof in any other currency in the event the company is
incorporated outside Sri Lanka.
(iii) The Trustee company shall have employees having the

requisite educational and professional experience as set out
below:
Employees of the Trustee company who are carrying out

trustee functions shall possess educational/professional
qualifications and experience as set out in (A) or (B) below:
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(A) A minimum of one (1) employee shall be a Member of a
recognized accounting body/holder of a degree in
Accountancy, Economics or Finance from a recognized
university and having two (2) years experience in handling
trustee functions,
and,
A minimum of one (1) employee shall be an Attorney-at-
Law/holder of a degree in Law from a recognized
university, and having two (2) years experience in handling
trustee functions,
or,
(B) a minimum of two (2) employees shall have at least seven
(7) years experience in handling trustee functions.
(iv) The directors and employees of the Trustee company so

appointed shall meet the “Fit & Proper” criteria approved by
the SEC in the context of Market Intermediaries, as
reproduced below.
The directors and employees of the Trustee company carrying

out trustee functions shall not have been:
(a) convicted by any Court of Law in Sri Lanka or abroad
for the commission of any offence which involves fraud,
deceit or dishonesty;
and/or
(b) found to have committed or been connected with the

commission of any act which involves fraud, deceit or
dishonesty by any body with regulatory or supervisory
authority;
(I) established by law in Sri Lanka or abroad,

(II) constituted under law as a commission of inquiry,
tribunal or other similar body,
or
(III) by any professional association which in the
opinion of the SEC is of an established and
credible stature.
(v) Any conflict of interests which may arise between the Trustee/its
directors and the applicant Entity shall be disclosed in the
Prospectus/Introductory document.
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f. CERTIFICATION OF TRANSFERABILITY:
Debt certificates shall bear the following certification:
“These Debt Securities shall be freely transferable and registration of

such transfer shall not be subject to any restrictions save and except to
the extent required for compliance with statutory requirements.”
g. Debt Securities with a right of conversion to another class of

Securities by an Entity Listed/Unlisted
Where an Entity proposes to issue Debt Securities (referred to herein for

purposes of clarity as “Primary Securities”) with a right of conversion to
another class of Securities (referred to herein for purposes of clarity as
“Secondary Securities”) for which a listing would be sought, the Entity shall
obtain a listing in principle for the Secondary Securities arising from such
conversion at the time of listing the Primary Securities.
The Listed Entity shall obtain shareholder approval by way of a Special

Resolution for the issue of the Primary Securities at a General
Meeting/Class Meeting of the holders of such classes of shares.
Please refer Rule 5.9 for the procedure applicable in respect of listing of
the Securities arising from the conversion.
2.2.2 INITIAL LISTING APPLICATION-DEBT
An application for a listing shall constitute the following:
a. An Initial Listing Application which conforms with Appendix 2A to these

Rules.
b. The Certificate of Incorporation or a document equivalent thereto where

the Entity is incorporated / established outside Sri Lanka or is a
Statutory Corporation, certified by the Secretary of the Entity to be a
‘true copy’
c. The Articles of Association or any document equivalent thereto where

the Entity is incorporated / established /situated outside Sri Lanka or is a
Statutory Corporation certified by the Secretary of the Entity to be a ‘true
copy’. The Articles or equivalent document must have incorporated the
additional clauses as set out in Section 6 of these Rules, which clauses
shall take precedence if there are any conflicting articles.
d. A Board Resolution authorising the Initial Listing Application certified by

the Secretary of the Entity to be a ‘true copy’
e. The ‘Listing Undertaking’ duly perfected in conformity with Appendix 2B.
f. A certified copy of every letter, report, balance sheet, valuation,

contract or other document referred to in the Prospectus / Introductory
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Document.
g. A copy of the Trust Deed prepared in compliance with Appendix 3B to

these Rules, Guarantee Agreement and Debenture Certificate each in
draft form.
h. A Declaration by the Entity confirming that the Entity has complied with
the requirements of the Companies Act and the requirements set out in
Rule 2.2.1 (e) (ii), (iii) & (iv) with regard to the Appointment of a Trustee.
i. In the case of an Offer for Subscription or an Offer for Sale a draft

prospectus prepared in compliance with Rule 3.2 of Section 3 of these
Rules
j. In an Introduction a draft Introductory Document prepared in compliance

with Rule 3.3 of Section 3 of the Rules.
k. The relevant Fees payable to the Exchange for the listing as prescribed
by Section 10 of the Rules.
2.3 APPROVAL FROM THE EXCHANGE
The application may be approved pending and subject to due compliance of

the requirements as set out in these Rules and of such other additional
requirements as may be specified by the Exchange.
In granting such approval the Exchange may call upon the Entity to add to,
clarify, amend or delete any information that is contained in the prospectus or
in any document by which the Securities of the Entity are offered to the public
for sale in the course of an Initial Public Offering.
2.4 PROCEDURE FOR AN INITIAL PUBLIC OFFERING (OFFER FOR SUBSCRIPTION /

OFFER FOR SALE)
a. The directors of the Entity shall be collectively and individually

responsible for the accuracy and completeness of the information
given in the prospectus.
b. The Entity shall ensure that no offer is made to the public of its
Securities or any intimation given thereof to the public until approval for
the listing of Securities is obtained from the Exchange.
c. The Entity shall ensure that there is no contradiction or misstatement

between the prospectus and the content of any advertisement published
in connection with the Initial Public Offering (IPO). The advertisements
shall be submitted to the Exchange for approval prior to publication.
d. The subscription list should open within twenty (20) Market Days from
the date of receiving approval from the Exchange.
e. Copies of the prospectus and application forms relating to the offer shall
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be made available to the member firms and trading members of the
Exchange and public at least seven (7) Market Days before the date of
opening of the subscription list. It shall be the responsibility of the Entity
to arrange for adequate supply of prospectus and application forms.
f. The offer period shall comprise of not more than fourteen (14) Market
Days computed from and including the date of opening.
g. The Entity shall open a separate bank account for the purpose of
depositing payments received on applications.
h. Cheques received by the Entity in response to the offer shall not be

banked until the day after the closure of the subscription list unless the
applicant Entity undertakes to pay Interest (as defined) on payments
received from the date of realization of the cheque up to the date of
allotment of the Securities.
i. Allotment of shares or Debt shall be made in a fair manner.
j. When the issue is oversubscribed prior to the date scheduled as the

closing date of the period for subscription the Entity shall inform the
Exchange in writing immediately of such fact and the subscription list
shall be closed on the same day at 16:30 hours with the notification to
the Exchange.
k. The Entity shall arrange for the refund payments due on applications
rejected either in full or in part as expeditiously as possible but not
exceeding ten (10) Market Days from the date of closing the issue
(excluding the date of closure of the issue). Applicants for shares and
Debt shall be entitled to Interest (as defined) on any refunds not made
within this period. If the applicant has provided accurate and complete
details of his bank account in the application, the Entity shall make such
refund payments to the bank account specified by the applicant, through
Sri Lanka Inter Bank Payment System (SLIPS) and a payment advice
shall be issued to the applicant. If the applicant has not provided details
of his bank account in the application, the Entity shall make such refund
payments to the applicant by way of a cheque.
l. The Entity shall credit the investors’ CDS accounts with the Securities
allotted within a period of eighteen (18) Market Days from the date of
closure of the subscription list and shall dispatch the share/debenture
certificates within a period of twenty five (25) Market Days from the date
of closure of the subscription list.
m. Upon the completion of crediting of Securities into the investors’ CDS

Accounts, the Entity shall send a written confirmation to the investors
within two (02) Market Days of crediting the CDS Accounts.
n. The Entity shall submit to the Exchange a ‘Declaration’ as set out in

Appendix 2C of the Rules, on the Market Day immediately following the
day on which the investors’ CDS accounts are credited with the
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Securities.
o. The Securities shall be listed on or before the third (03) Market Day
upon receipt of the Declaration by the Exchange.
2.5 PROCEDURE FOR AN INTRODUCTION
a. The directors of the Entity shall be collectively and individually

responsible for the accuracy and completeness of the information given
in the Introductory Document.
b. The Exchange may call upon the Entity to add to, clarify, amend or
delete any information that is contained in the Introductory Document
prior to granting approval.
c. The Entity shall be responsible to ensure that there is no contradiction

or misstatement between the Introductory Document and the content of
any advertisement proposed to be published in connection in any
manner whatsoever to the Introduction. The content of such
advertisement shall be submitted to the Exchange for approval prior to
publication.
d. Copies of the Introductory Document shall be made available to the

member firms and trading members of the Exchange within twenty (20)
Market Days of receiving approval from the Exchange.
e. The Entity shall submit to the Exchange a ‘Declaration’ as set out in

Appendix 2D of the Rules on the Market Day immediately following the
day on which the Introductory Document was made available to the
member firms and trading members of the Exchange.
f. The Entity shall be listed on the Exchange on or before the third (03)
Market Day from the date of receipt of the Declaration by the Exchange.
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APPENDIX 2A
INITIAL LISTING APPLICATION
Name of Entity/ : ……………

Managing Company
Address : ……………
Date :…………….
Colombo Stock Exchange

Echelon Square
Colombo 1
Dear Sir/Madam,
We hereby apply for a listing on the Colombo Stock Exchange (Exchange) and a
listing for the under-mentioned Securities issued/to be issued by us on the basis of
our undertaking that the Rules and Circulars of the Exchange and the Central
Depository Systems (Pvt.) Limited as may be amended or replaced from time to time
shall be complied with.
The particulars of Securities/units to be listed are as follows:
Type of Securities (eg. shares, debt etc):

Number of Securities to be listed:
Number of Securities to be offered to the public:
Details of allotments effected during the last 12 months:
Whether the offer is by an Offer for Subscription, Offer for Sale, Introduction:
We confirm that the particulars supporting the application are true and correct.
We further confirm that the Board of the Entity has resolved that in its opinion the
consideration for which the shares issued/to be issued is fair and reasonable to the
Entity and to all existing shareholders, as required by the Companies Act
(applicable only for listing of shares).
Yours faithfully,
.............................. Limited
Given under the Common Seal of the Entity/Managing Company this ……. day of
……in the presence of
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…………………..
(Name) Director
……………………..
Or,
Signed by the duly authorized signatories of the Entity/ Managing Company on this
….. day of ………
……………………………………………
(Name ) Authorised Signatory
Note: Please attach a copy of the Board Resolutions/Power of Attorney in proof of

such authority.
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APPENDIX 2B
LISTING UNDERTAKING BY …[enter name of applicant]...

Echelon Square
Colombo 1
In consideration of being listed on the Colombo Stock Exchange (Exchange), by

virtue of …….. ……. Securities (shares/Debt etc…) being listed, we (name of
applicant Entity/Managing Company) being duly incorporated and having our
registered office/ principal place of business at …………………………………..
hereby undertake and agree:
(i) to be bound by the applicable Rules and Circulars of the Exchange

and the Central Depository Systems (Pvt.) Limited as amended or
replaced from time to time.
(ii) to be Listed at the sole discretion of the Exchange, and for such
period as may be determined by the Exchange.
(iii) within ten (10) working days of the Entity obtaining a listing, to give
public notice of the change of name, and to forward a copy of such
notice to the Registrar, and upon obtaining a fresh Certificate of
Incorporation from the Registrar, to forward same to the Colombo
Stock Exchange within three (03) months of obtaining the listing.
of
…………………..
(Name) Director
……………………..
Or,
………………………………….

such authority.
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APPENDIX 2C
DECLARATION
(Offer for Sale/ Offer for Subscription)
To: Colombo Stock Exchange

Echelon Square
Colombo 1
(Name of Entity/Managing Company)…… ……… (hereinafter called “The Entity”)

hereby declares:
That .........(quantity)..........shares/debt/units at a price of Rs. ….. each have been

subscribed/purchased for cash and duly allotted/transferred to the
subscribers/purchasers. (Which subscription is not less than the minimum
subscription as stipulated in the prospectus)
That the Stated Capital of the Entity is Rs. …….
That the direct uploads to the Central Depository System have been completed on
the ……. (date) and that the share certificate/debenture certificates will be posted on
or before ….. (date)
That the proceeds of the issue will be duly utilized for the objectives for
which such proceeds were raised in terms of the Prospectus.
That there is no other fact bearing on the Entity’s application for listing which, should
be disclosed to Colombo Stock Exchange.
of
…………………..
(Name) Director
…………………..
Or,
……………………………………………
(Name ) Authorised Signatory

such authority.
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APPENDIX 2D
DECLARATION
(Introduction)

Echelon Square
Colombo 1
(Name of Entity/Managing Company)…… ……… (hereinafter called “The Entity”)

hereby declares:
that copies of the Introductory Document have been forwarded to Colombo Stock
Exchange and distributed among the members / trading members on the … … …
(date).
that the Entity has complied with all the requirements for a Listing of Securities/units
in the Colombo Stock Exchange by way of an Introduction.
that there is no other fact bearing on the Entity’s application for Listing which, should
be disclosed to Colombo Stock Exchange.
of
…………………..
(Name) Director
……………………..
Or,
……………………………………
Note: Please attach a copy of the Board Resolutions/Power of Attorney in proof of

such authority.
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SECTION 3
CONTENTS OF PROSPECTUS / INTRODUCTORY DOCUMENT
GENERAL
This Section sets out the basic requirements for the contents of a prospectus, which
should be complied with in addition to the requirements of the Companies Act and
any other applicable law.
The requirements of this Section are not exhaustive. Additional information that are
not required by the Rules may be included at the discretion of the Entity according to
the particular nature of the business of the issuer and of the Securities for which
Listing is sought.
The Exchange reserves the absolute right to require disclosure of any additional
information as it considers appropriate in any particular case. If the Exchange
requires such information, it shall inform the applicant in writing of the additional
information required.
CONTENTS OF PROSPECTUS
3.1 SHARES
3.1.1 CORPORATE INFORMATION
a. Name and registered address
b. Date, place and authority of incorporation
c. Name and address of bankers, auditors (if any) of the Entity,

bankers to the issue, lawyers, registrars, secretaries, auditors,
managers to the issue.
3.1.2 OBJECTIVES OF THE ISSUE

a. Details of the intended application of the proceeds of the issue and
in the event the proceeds are being applied for multiple purposes,
the breakdown of the proceeds to be utilized for each purpose.
b. If the funding required to achieve the objects of the issue exceeds

the amount expected to be mobilised through the issue, the means
of funding the full cost of the objects of the issue.
c. If the funds are utilized to acquire assets, a description of each

asset, basis of determination of the price of the assets, any amount
payable, if any, for goodwill, any relationship of the Entity with the
seller and any other material information regarding the acquisition.
d. If the proceeds may or will be used to finance acquisitions of any other
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October 7 2010 - 22 -
businesses, a brief description of such businesses and its future
prospects. The Entity should also provide the opinion of experts on the
valuation of the acquisition where applicable.
e. If any material part of the proceeds is to be used to discharge, reduce

or retire debt, details of such debt.
3.1.3 PARTICULARS OF SHARES FOR WHICH APPLICATION IS BEING MADE
Nature and classification of the shares for which admission is sought and a
description of the rights of holders of such shares, in particular the voting
rights, entitlement to share in the profits and, in the event of liquidation, in any
surplus and any other special rights.
Where there is or is to be more than one class of Securities of the Entity in

issue, like particulars shall be given for each additional class.
3.1.4 CONSIDERATION
A statement that the consideration for which the shares are to be issued is
fair and reasonable to the Entity and to all existing shareholders as required
by the Companies Act.
3.1.5 BASIS OF ALLOTMENT

Number and/or percentage of shares to be allotted to the public, employees,
financial institutions etc. by category and the manner in which the allotment is
to be carried out.
3.1.6 COST OF THE ISSUE

An estimate of the total cost of the issue and the anticipated source of
funds to finance such cost.
3.1.7 PROFILE OF THE ENTITY
a. A description of the business carried out by the Entity. In situations

where the Entity carries on two or more activities which are material in
respect of turnover and/or profit of the Entity information as to the
relative importance of each such activity has to be stated.
b. The names of the ten largest holders of shares, the number of

shares and the percentage of shares they hold as at the date of
submission of the listing application to the Exchange.
c. If the Entity is a holding company, details of the group structure

preferably in the form of a chart. If the Entity is a
subsidiary/associate, the name and number of shares held by the
holding Entity.
d. Number of employees in the Entity or group and the details of labour
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October 7 2010 - 23 -
unions and details of any significant agreements entered into between
the labour unions and the Entity.
e. Degree of dependence on key customers and suppliers
f. Future strategies, assumptions on which future strategies are

based and risks associated with such future strategies.
3.1.8 DIRECTORS
a. Name, address, and business experience of directors and details of

other directorships held.
b. (i) The directors shareholdings (in respect of all classes of

shares) in the Entity at the date of submission of the listing
application to the Exchange.
(ii) Sales and purchases of shares made by the directors during
the year immediately preceding the date of the issue of the
Prospectus with the prices of such purchases and sales.
c. (i) The aggregate emoluments including bonus and/or profit

sharing payments made to directors during the last completed
financial year.
(ii) An estimate of the aggregate emoluments including bonus
and/or profit sharing payments payable to directors for the
current financial year.
d. Directors interest in any assets acquired, disposed or leased by the

Entity during the past two years preceding the issue; and proposed to
be acquired, disposed or leased during the two years succeeding the
issue including the consideration thereon or an appropriate negative
statement.
e. Full particulars of any contract or arrangement in force at the date of

the application in which a director of the Entity is materially interested
in relation to the business of the Entity or an appropriate negative
statement.
f. Whether any director or a person nominated to become a director is

or was involved in the following events:-
(i) a petition under any bankruptcy laws filed against such
person or any partnership in which he was a partner or any
corporation of which he was an executive officer.
(ii) such person was convicted for fraud, misappropriation or
breach of trust or any other similar offence which the
Exchange considers a disqualification.
(iii) or an appropriate negative statement.
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October 7 2010 - 24 -
3.1.9 STATED CAPITAL
a. Details of all classes of shares issued for the two (02) years
preceding the date of the prospectus, such as dates of allotment,
consideration received per share, number of shares issued.
b. Details immediately preceding two years of the date of the

prospectus of the number of shares, price, date of the shares
redeemed, re-purchased in terms of Sections 63, 64, 66, 67, 68, 69,
93 and 100 of the Companies Act and of any reduction of stated
capital in terms of Section 59 of the Companies Act.
c. Amount of any outstanding convertible Debt Securities and details

regarding its conversion to equity.
d. If shares/ Other Class of Shares are subscribed or sold privately, in

conjunction with the public issue of shares, the details should be
given of the number, price and features of the shares/Other Class of
Shares privately placed.
e. Any statutory restrictions on the free transferability of shares.
3.1.10 MANAGEMENT
a. Name and address of the Chief Executive Officer.
b. Brief account of the business experience of the Chief Executive

Officer including the principal business of any enterprise in which such
occupation or employment was carried out.
c. Whether the Chief Executive Officer or a person nominated to

become the Chief Executive Officer is or was involved in the
following events:-
(i) petition under any bankruptcy laws filed against such

d. The name and business experience of the senior management.

Where the management of the Entity has been outsourced to a third
party, details of such third party including their business experience
and competencies and the duties outsourced.
e. (i) The aggregate emoluments including bonus and/or profit

sharing payments made to the Chief Executive Officer and
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October 7 2010 - 25 -
the senior management team during the last completed
financial year.
and/or profit sharing payments payable to the Chief
Executive Officer and the senior management team for the
3.1.11 MANAGEMENT AGREEMENTS

Details of any management agreement presently in force or currently
being considered including particulars of any consideration passing to or
from the Entity.
3.1.12 FINANCIAL INFORMATION
a. The following financial statements should be included in the

Prospectus:
(i) Audited financial statements made up to a date not more than

12 months from the date of submission of the listing
application.
(ii) Interim financial statements which shall conform to the Sri

Lanka Accounting Standards (SLAS) 35 and include group
and company results separately in the case of a Holding
Company and made up to a date not more than 3 months from
the date of submission of the listing application.
(iii) Summarised profit and loss account and balance sheet for the
five years preceding the date of the Application stating the
Accounting Policies adopted by the Entity certified by the
Auditors. Qualifications carried in any of the Auditors Reports
covering the period in question and any material changes in
Accounting Policies in the relevant period should be
disclosed.
(The Entity may illustrate its financial information by way of graphs).
If the review of the listing application takes longer than usual due to any
reason whatsoever, the Exchange reserves the right to require such
financial statements to be made up to a more recent date.
b. Dividend policy of the Entity - Classes of Securities and rights

attached to the respective classes of Securities regarding dividends,
rates of the dividends, if any, paid by the Entity in respect of each
class of shares for three financial years immediately preceding the
issue of the prospectus.
c. Start-up Entities and New Entities
(i) A statement showing the forecast profit and loss account and
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October 7 2010 - 26 -
balance sheet for a three (03) year period together with the
assumptions and risk factors on which such statements are
based,
or
(ii) A sector study including the details of how the Entity intends
positioning itself in the market stating assumptions and risk
factors.
d. Any other complete and accurate information that would have a

material impact in the understanding of the financial information
provided in this Section.
e. Particulars of Debt and Loan Capital
(i) Particulars of loan capital outstanding as at the date of

application or an appropriate negative statement.
(ii) Particulars of term loans, other borrowings or
indebtedness in the nature of borrowings, including bank
overdrafts and liabilities under acceptance (Other than
normal trading bills) or acceptance credits or an
appropriate negative statement.
(iii) Leasing, lease purchase and hire purchase
commitments, or an appropriate negative statement.
(iv) Guarantees and other material contingent liabilities or an
appropriate negative statement.
(v) A statement of mortgages and charges on the assets of
the Entity, as at the date of application or an appropriate
negative statement.
3.1.13 TAXATION (IF APPLICABLE)
Any tax concessions or tax exemptions applicable to the Entity
3.1.14 TAKE-OVER OFFERS

a. Information of take over offers by third parties in respect of the
Entity’s shares during the past two years. Give details of price and
other consideration of such offers.
b. Take-over offers made by the Entity in respect of shares of a third

party. Give details of price and other consideration of such offers.
3.1.15 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES

a. Details on any legal, arbitration or mediation proceedings which may
have or have had in the recent past significant effects on the Entity’s
financial position or profitability.
b. Details of penalties imposed by regulatory and state authorities.
c. A statement of contingent liabilities that would affect current and future
profits of the Entity.
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October 7 2010 - 27 -
3.1.16 CORPORATE GOVERNANCE PRACTICES
a. DIRECTORS
Names of directors who are ‘independent’ and in the event a

director does not qualify as ‘independent’, but if the board, taking
into account all the circumstances, is of the opinion that the director
is nevertheless ‘independent’, the board shall specify the basis for
its determination.
The criteria for defining ‘independence’ is set out in Rule 7.10.4 of
the Rules.
b. REMUNERATION COMMITTEE
Names of directors on the remuneration committee, a statement of

the remuneration policy and the aggregate remuneration paid to the
executive and non-executive directors.
The term “remuneration” means cash and all non-cash benefits

whatsoever received in consideration of employment with the Listed
Entity (excluding statutory entitlements such as Employees
Provident Fund and Employees Trust Fund).
c. AUDIT COMMITTEE
Names of directors on the audit committee.
3.1.17 REPORTS BY EXPERTS
In the case of a statement or report attributed to an expert, a statement

that he has not withdrawn his written consent to the issue of the
prospectus with the statement or report included in the form and context
in which it is included.
3.1.18 UNDERWRITING/MINIMUM SUBSCRIPTION
a. Name, and details of the Underwriter.
b. In the event the issue is not underwritten the minimum subscription

that must be raised in the opinion of the directors in order to provide
the sums as set out in the fourth schedule of Companies Act. In the
event that the issue is under subscribed the prospectus shall specify
consequences of such under subscription and what action the
issuer will take in this connection.
3.1.19 INSPECTION OF DOCUMENTS
a. A reasonable time (being not less than fourteen days) during which
and a place in Colombo at which the following documents (or copies
thereof) where applicable may be inspected:
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October 7 2010 - 28 -
(i) Articles of Association
(ii) Material contracts and management agreements or in the
case of contracts not reduced into writing a Memorandum
giving full particulars thereof.
(iii) Reports, letters, valuations and statements by any expert
any part of which is extracted or referred to in the
prospectus.
(iv) The audited accounts of the Entity for five (05) financial
years immediately preceding the publication of the
prospectus, as applicable.
b. The prospectus and the Articles of Association of the Entity shall be

hosted in the Entity’s web site and/or the Colombo Stock
Exchange’s web site for a period of not less than fourteen (14) days.
3.1.20 OTHER REQUIREMENTS
a. The business which the subscribers or promoters intend that the

company should carry out during the period of five years from the
date of commencement of business by the company (as applicable).
b. The time of opening and closing of the subscription lists.
c. Short particulars of any transaction relating to the property
completed within the two preceding years in which any vendor of the
property to the company or any person who is or was at the time of
the transaction, a promoter or a director or proposed director of the
company had any interest, direct or indirect.
d. The amount, if any paid within the two preceding years or payable
as commission (but not including commission to sub-underwriters)
for subscribing or agreeing to subscribe or procuring or agreeing to
procure subscriptions, for any shares in or debentures of the
company, or the rate of any such commission.
e. Any amount or benefit paid or given within the two preceding years
or intended to be paid or given to any promoter and the
consideration for the payment or the giving of the benefit (as
applicable).
f. The dates or parties to and general nature of every material
contract, not being a contract entered into in the ordinary course of
the business carried on or intended to be carried on by the company
or a contract entered into more than two years before the date of
issue of the prospectus.
g. In the case of a company which has been carrying on business or a

business which has been carried on for less than three years, the
length of time during which the business of the company or the
business to be acquired, as the case may be, has been carried on.
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October 7 2010 - 29 -
3.1.21 DECLARATIONS
a. Declaration by the directors
Declaration by the directors of the Entity in the following form:-
"This Prospectus has been seen and approved by the directors of the
Entity and they collectively and individually accept full responsibility for
the accuracy of the information given and confirm that provisions of
the CSE Listing Rules and of the Companies Act No. 07 of 2007 and
any amendments to it from time to time have been complied with and
after making all reasonable enquiries and to the best of their
knowledge and belief, there are no other facts the omission of which
would make any statement herein misleading or inaccurate. Where
representations regarding the future performance of the Entity have
been given in the Prospectus, such representations have been made
after due and careful enquiry of the information available to the Entity
and making assumptions that are considered to be reasonable at the
present point in time in the best judgement of the directors."
b. Declaration by the Managers to the Issue
A statement by the Entity managing the issue that to the best of its
knowledge and belief the Prospectus constitutes full and true
disclosure of all material facts about the issue and issuer; and where
appropriate, it has satisfied itself that profit forecasts have been stated
by the directors after due and careful enquiry.
c. Declaration by the Entity
A statement shall be made as follows:-
"An application has been made to the Colombo Stock Exchange for
permission to deal in and for a listing for all securities in a particular
class issued by the Entity and those Securities of the same class
which are the subject of this issue. Such permission will be granted
when the shares are listed on the Colombo Stock Exchange. The
Colombo Stock Exchange assumes no responsibility for the
correctness of any of the statements made or opinions expressed or
reports included in this prospectus. Listing on the Colombo Stock
Exchange is not to be taken as an indication of the merits of the Entity
or of the Securities issued”
3.2 DEBT
CONTENTS
Prospectus should be prepared in accordance with the provisions of law.

Name and address of the Trustees to the Issue shall be mentioned and the
Trust Deed and the Guarantee Agreements shall be included in the
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October 7 2010 - 30 -
Prospectus.
Prospectus may be organised in the manner prescribed in Appendix 3 of the

Rules.
3.2.1 OFFER AT A GLANCE
‘Offer at a Glance’ shall include:
a. Type/s of Debt Security

b. Interest Rate/s
c. Tenor
d. Yield
e. Issue Price
f. Issue Date
g. Maturity Date
h. Dates of Payment of Interest
i. Methods of Payment of Principal and Interest (Eg. Cheque, bank draft,
RTGS, SLIPS)
j. Details of the rating/guarantee (name of the company/bank, type of
rating /guarantee)
k. minimum subscription amount
3.2.2. CORPORATE INFORMATION
a. Name and registered address
b. Date, place and authority of incorporation
c. Name and address of bankers, auditors (if any) of the Entity,

bankers to the issue, lawyers, registrars, secretaries, auditors,
managers to the issue.
3.2.3 NATURE OF THE DEBT SECURITIES TO BE OFFERED

Rights and obligations of Debt Securities holders and risks and benefits
attached to such Debt Securities.
3.2.4 OBJECTIVES OF THE ISSUE

a. Details of the intended application of the proceeds of the issue and
in the event the proceeds are being applied for multiple purposes,
the breakdown of the proceeds to be utilized for each purpose.
b. If the funding required to achieve the objects of the issue exceeds

the amount expected to be mobilised through the issue, the means
of funding the full cost of the objects of the issue.
c. If the funds are utilized to acquire assets, a description of each

asset, basis of determination of the price of the assets, any amount
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October 7 2010 - 31 -
payable, if any, for goodwill, any relationship of the Entity with the
seller and any other material information regarding the acquisition.
d. If the proceeds may or will be used to finance acquisitions of any other

businesses, a brief description of such businesses and its future
prospects. The Entity should also provide the opinion of experts on the
valuation of the acquisition where applicable.
e. If any material part of the proceeds is to be used to discharge, reduce

or retire debt, details of such debt (quantum and interest rate).
3.2.5 OTHER DEBT SECURITIES
Nature and classification of the other debt securities in issue as at the date of
this prospectus and a description of the rights of holders of such debt
securities, in particular entitlement in the profits and, in the event of
liquidation, in any surplus and any other special rights.
Amount of any outstanding convertible Debt Securities and the details

3.2.6 BASIS OF ALLOTMENT (IF APPLICABLE)

Number and/or percentage of Debt Securities to be allotted to the public,
employees, financial institutions etc. by category and the manner in which the
allotment is to be carried out.
3.2.7 COST OF THE ISSUE

An estimate of the total cost of the issue and the anticipated source of
funds to finance such cost.
3.2.8 PROFILE OF THE ENTITY

c. If the Entity is a holding company, details of the group structure,

preferably in the form of a chart. If the Entity is a subsidiary /
associate, the name and number of shares held by the holding
Entity.
d. Number of employees in the Entity or group and the details of labour

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e. Degree of dependence on key customers and suppliers.
f. Future strategies, assumptions on which future strategies are

based and risks associated with such future strategies.
3.2.9 DIRECTORS
a. Name, address, and business experience of directors and details of

other directorships held.
b. (i) The aggregate emoluments including bonus and/or profit

sharing payments made to directors during the last completed
financial year.
and/or profit sharing payments payable to directors for the
c. Directors interest in any assets acquired, disposed or leased by the

Entity during the past two years preceding the issue; and proposed to
be acquired, disposed or leased during the two years succeeding the
issue including the consideration thereon or an appropriate negative
statement.
d. Full particulars of any contract or arrangement in force at the date of

the application in which a director of the Entity is materially interested
in relation to the business of the Entity or an appropriate negative
statement.
e. Whether any director or a person nominated to become a director is

or was involved in the following events:-
(i) a petition under any bankruptcy laws filed against such

3.2.10 MANAGEMENT
a. Name of the Chief Executive Officer.


following events:-
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October 7 2010 - 33 -
(i) petition under any bankruptcy laws filed against such

e. (i) The aggregate emoluments including bonus and/or profit

sharing payments made to the Chief Executive Officer and
the senior management team during the last completed
financial year.
and/or profit sharing payments payable to the Chief
Executive Officer and the senior management team for the
3.2.11 TRUSTEES
Any conflict of interests which may arise between the Trustee/its directors and
the applicant Entity shall be disclosed in the Prospectus.
a. The following financial statements should be included in the

Prospectus:
(i) Audited financial statements made up to a date not more

than 12 months from the date of submission of the listing
application.
(ii) Interim financial statements which shall conform to the Sri
Lanka Accounting Standards (SLAS) 35 and include group
and company results separately in the case of a Holding
Company and made up to a date not more than 3 months
from the date of submission of the listing application.
(iii) Summarised profit and loss account and balance sheet for
the five years preceding the date of the application stating
the Accounting Policies adopted by the Entity certified by the
Auditors. Qualifications carried in any of the Auditors
Reports covering the period in question and any material
changes in Accounting Policies in the relevant period
should be disclosed.
(The Entity may illustrate its financial information by way of graphs).
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If the review of the listing application takes longer than usual due to any
reason whatsoever, the Exchange reserves the right to require the financial
statements to be made up to a more recent date.
b. Dividend policy of the Entity - Classes of securities and rights

attached to the respective classes of securities regarding dividends,
rates of the dividends, if any, paid by the Entity in respect of each
class of shares for three financial years immediately preceding the
issue of the Prospectus.
c. - Interest coverage Ratio

- Net Debt/EBITDA
(EBITDA – Earnings before Interest Tax Depreciation and
Amortisation)
3.2.13 T AXATION (IF APPLICABLE)
Any tax concessions or tax exemptions applicable to the Entity.

a. Details on any legal, arbitration or mediation proceedings which may
have or have had in the recent past significant effects on the Entity’s
financial position or profitability.
b. Details of penalties imposed by regulatory and state authorities
3.2.15 UNDERWRITING / MINIMUM SUBSCRIPTION
a. Name, and details of the Underwriter.
b. In the event the issue is not underwritten and the issue is under
subscribed, the prospectus shall specify consequences of such
under subscription and what action the issuer will take in this
connection.
3.2.16 INSPECTION OF DOCUMENTS

a. A reasonable time (being not less than fourteen days) during which
and a place in Colombo at which the following documents (or copies
thereof) where applicable may be inspected:
(i) Articles of Association.
(ii) Trust Deed.
(iii) Material contracts and management agreements or in the
case of contracts not reduced into writing a Memorandum
giving full particulars thereof.
(iv) Reports, letters, valuations and statements by any expert any
part of which is extracted or referred to in the prospectus.
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(v) The audited accounts of the Entity for each of the five (05)
financial years immediately preceding the publication of the
prospectus, as applicable.
b. The prospectus and the Articles of Association of the Entity shall be

hosted in the Entity’s web site and/or the Colombo Stock
3.2.17 OTHER REQUIREMENTS
a. The business which the subscribers or promoters intend that the

company should carry out during the period of five years from the
date of commencement of business by the company (as applicable).
b. The time of opening and closing of the subscription lists.
c. Short particulars of any transaction relating to the property completed

within the two preceding years in which any vendor of the property to
the company or any person who is or was at the time of the
transaction, a promoter or a director or proposed director of the
company had any interest, direct or indirect.
d. The amount, if any paid within the two preceding years or payable as
commission (but not including commission to sub-underwriters) for
subscribing or agreeing to subscribe or procuring or agreeing to
procure subscriptions, for any shares in or debentures of the
company, or the rate of any such commission.
e. Any amount or benefit paid or given within the two preceding years or
intended to be paid or given to any promoter and the consideration for
the payment or the giving of the benefit (as applicable).
f. The dates or parties to and general nature of every material contract,

not being a contract entered into in the ordinary course of the
business carried on or intended to be carried on by the company or a
contract entered into more than two years before the date of issue of
the Prospectus.
g. In the case of a company which has been carrying on business or a

business which has been carried on for less than three years, the
length of time during which the business of the company or the
business to be acquired, as the case may be, has been carried on.
3.2.18 DECLARATIONS
a. Declaration by the directors
Declaration by the directors of the Entity in the following form:-
"This Prospectus has been seen and approved by the directors of the
Entity and they collectively and individually accept full responsibility for
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October 7 2010 - 36 -
the accuracy of the information given and confirm that provisions of
the CSE Listing Rules and of the Companies Act No. 07 of 2007 and
any amendments to it from time to time have been complied with and
after making all reasonable enquiries and to the best of their
knowledge and belief, there are no other facts the omission of which
would make any statement herein misleading or inaccurate. Where
representations regarding the future performance of the Entity have
been given in the Prospectus, such representations have been made
after due and careful enquiry of the information available to the Entity
and making assumptions that are considered to be reasonable at the
present point in time in the best judgement of the directors."
b. Declaration by the Managers to the Issue
A statement by the Entity managing the issue that to the best of its
knowledge and belief the Prospectus constitutes full and true
disclosure of all material facts about the issue and issuer; and where
appropriate, it has satisfied itself that profit forecasts have been stated
by the directors after due and careful enquiry.
c. Declaration by the Entity
A statement shall be made as follows:-
"An application has been made to the Colombo Stock Exchange for
permission to deal in and for a listing for all securities in a particular
class issued by the Entity and those Securities of the same class
which are the subject of this issue. Such permission will be granted
when the Securities are listed on the Colombo Stock Exchange. The
Colombo Stock Exchange assumes no responsibility for the
correctness of any of the statements made or opinions expressed or
reports included in this Prospectus. Listing on the Colombo Stock
Exchange is not to be taken as an indication of the merits of the Entity
or of the Securities issued”.
3.3 CONTENTS OF AN INTRODUCTORY DOCUMENT

3.3.1 DETAILS OF THE ENTITY
a. Name and address of the Entity

b. Date and place of incorporation
c. Name of the Company Secretary
d. Name and address of the auditors
3.3.2 DETAILS OF THE BOARD OF DIRECTORS
a. Name
b. Qualifications
c. Experience
d. Directorships on other Boards
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3.3.3 CAPITAL STRUCTURE
a. Details of all classes of shares issued for the two years preceding
the date of the Introductory Document such as dates of allotment,
consideration received per share and the number of shares issued.
b. Details immediately preceding two years of the date of the

Introductory Document of the number of shares, price, date of the
shares redeemed, re-purchased in terms of Sections 63, 64, 66, 67,
68, 69, 93 and 100 of the Companies Act and of any reduction of
stated capital in terms of Section 59 of the Companies Act.
c. Amount of any outstanding convertible Debt Securities and details

d. If Securities of the same or another class are subscribed or sold

privately, in conjunction with the public issue of Securities, details
should be given of the number, price and features of the Securities
privately placed.
e. Any statutory restrictions on the free transferability of Securities.
3.3.4. PROFILE OF THE ENTITY


c. Degree of dependence on key customers and suppliers.
d. If the Entity is a holding company details of the group structure. If

the Entity is a subsidiary/associate, the name and number of shares
held by the holding Entity.
e. Number of employees in the Entity or group and the details of labour
f. Future plans, assumptions on which future plans are based and

risks associated with such plans.
3.3.5 MANAGEMENT
a. Name and address of the Chief Executive Officer.
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following events:-
(i) petition under any bankruptcy laws filed against such person
or any partnership in which he was a partner or any

a. Details on any legal, arbitration or mediation proceedings, which

may have or have had in the recent past significant effects on the
Entity’s financial position or profitability.
b. Details of penalties imposed by Regulatory and State authorities.
The following financial statements should be included in the Introductory

Document:
a. Audited financial statements made up to past 3 years from the date of

submission of the listing application.
b. Interim financial statements which shall conform to the Sri Lanka
Accounting Standards (SLAS) 35 and include group and company
results separately in the case of a Holding Company and made up to
a date not more than 3 months from the date of submission of the
listing application.
If the review of the listing application takes longer than usual, due to any
reason whatsoever, the Exchange reserves the right to require such
accounts to be made up to a more recent date.
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3.3.8 DECLARATION BY THE DIRECTORS
This Introductory Document has been seen and approved by the directors of
the Entity and they collectively and individually accept full responsibility for the
accuracy of the information given and confirm that after making all reasonable
enquiries and to the best of their knowledge and belief, there are no other
facts the omission of which would make any statement herein misleading or
inaccurate.
3.3.9 CORPORATE GOVERNANCE PRACTISES
a. DIRECTORS
Names of directors who are ‘independent’ and in the event a

director does not qualify as ‘independent’, but if the board, taking
into account all the circumstances, is of the opinion that the director
is nevertheless ‘independent’, the board shall specify the basis for
its determination.
The criteria for defining ‘independence’ is set out in Rule 7.10.4 of

the Rules.
b. REMUNERATION COMMITTEE
Names of directors on the remuneration committee, a statement of

the remuneration policy and the aggregate remuneration paid to the
The term “remuneration” means cash and all non-cash benefits

whatsoever received in consideration of employment with the Listed
Entity (excluding statutory entitlements such as Employees
Provident Fund and Employees Trust Fund).
c. AUDIT COMMITTEE
Names of directors on the audit committee.
3.3.10 ANY OTHER REQUIREMENTS
The Introductory Document and the Articles of Association of the Entity

shall be hosted in the Entity’s web site and/or the Colombo Stock
3.3.11 LISTING DEBT - TRUSTEES
In the event of issue of Debt Securities, any conflict of interests which may arise
between the Trustee/its directors and the applicant Entity shall be disclosed in
the Introductory Document.
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APPENDIX 3A
ORGANIZATION OF THE PROSPECTUS - DEBT
Table of Contents
Offer at a Glance
Details of the Offer
Key Terms of the Debentures
Risks, Benefits
Use of the Proceeds
Company – the Business, corporate structure, future strategies,
Graphs
Directors, Senior Managers, and their remuneration
Financial Information
Taxation
Debenture Trust Deed
Additional Information
- Important Contracts, Dividend Policy,
Major Shareholders, Material litigation
Statutory Requirements
Glossary of Terms
Appendix - Notes to Financial Statements
Application Form
Application process
Corporate Information
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APPENDIX 3B
MINIMUM CONTENT OF A TRUST DEED
The following shall be included in the Debenture Trust Deed:
Description of Debentures
- The key features of the Debentures constituted by the Trust Deed
including the Debenture types, issue price, face value, rate of interest,
maturity date or redemption schedule, and the interest payment date.
- Whether Debentures are secured or unsecured and if secured, the
nature of the security.
- The ranking of the Debenture holders amongst all other Debenture
holders and as against all other obligations of the Applicant Entity.
- Other features embedded to the Debentures [i.e. Any Options (Put/Call)
attached to the Debentures].
Covenants by the Applicant Entity to comply with Trust Deed and

Debentures
- The Trust Deed shall provide for a covenant by the Applicant Entity to
comply with the provisions of the Trust Deed and terms and conditions
of the Debentures.
Covenants by the Applicant Entity to repay principal and interest

pay interest and redeem in full all outstanding Debentures in
accordance with the terms and conditions of the Debentures.
- Where the Applicant Entity has an option to redeem the Debentures
before the maturity date of such Debentures, the Trust Deed shall
provide a clause setting out the conditions and the procedures by which
such an option can be exercised.
- Where the Debenture holders have an option to call for redemption of
the Debentures before the maturity date of such Debentures, the Trust
Deed shall provide a clause setting out the conditions and the
procedures by which such an option can be exercised.
Reporting covenants by the Applicant Entity

- The Trust Deed shall provide covenants to ensure that the Applicant
Entity shall immediately notify the Trustee in the event that the
Applicant Entity becomes aware of the happening of any of the
following event/s that has caused or could cause:
(i) Any amount secured or payable under the Debenture to become
immediately payable.
(ii) Any event, in the opinion of the Applicant Entity that may lead to
the acceleration of either the payment of interest or redemption.
(iii) Any other right or remedy under the terms and conditions of the
Debentures or the provisions or covenants of the Trust Deed to
become immediately enforceable.
submit to the Trustee the interim financial statements (unaudited) and
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the audited financial statements within a stipulated timeframe and all
published financial and other information, which is normally provided to
ordinary shareholders at the time that it is sent to the shareholders.
submit to the Trustee a certificate in writing that the interest and the
principal amount has been paid to the Debenture holders in accordance
with the terms or conditions of the Debentures and provisions of the
Trust Deed, immediately upon such payments become due.
submit to the Trustee within one month after the end of every quarter, a
certificate that the Entity has complied with each and all of the
covenants with the details required below.
Where the Guarantor (where applicable) is a bank licensed by the

Central Bank of Sri Lanka and having a rating as specified in Rule
2.2.1(c) (i) of these Listing Rules, the Trust Deed shall provide for a
covenant by such Guarantor, to submit to the Trustee within one month
after the end of every quarter, a confirmation to the effect that the
Guarantor is maintaining the rating obtained at the time of issuing the
debentures. Such Guarantor may submit such confirmation to the
Trustee instead of the certificate.
The certificate shall include details of:

(i) Whether or not any limitation of liabilities or borrowing as
prescribed by the Articles of Association of the Applicant Entity
has been exceeded;
(ii) Whether or not the Applicant Entity and the Guarantor (where
applicable) have observed and performed all the covenants and
obligations binding upon them respectively pursuant to the Trust
Deed;
(iii) Whether or not any event has happened which has caused or
could cause the security created by the Trust Deed to become
enforceable (for secured Debentures);
(iv) Whether or not any material trading or capital loss has been
sustained by the Applicant Entity or the Guarantor (where
applicable);
(v) Whether or not any circumstances materially affecting the
Applicant Entity or the Guarantor (where applicable) have
occurred which adversely affect the Debentures;
(vi) Whether any contingent liabilities have been incurred by the
Applicant Entity or the Guarantor (where applicable). If so, to
state the amount incurred, and whether or not any contingent
liability has matured or is likely to mature within the next twelve
months, which will materially affect the ability of the Applicant
Entity or the Guarantor to repay the Debentures;
(vii) Whether the Applicant Entity or the Guarantor (where
applicable) has assumed a liability of a related body corporate
during the quarter, the certificate shall also include details of the
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extent of the liability assumed during the quarter and the extent
of the liability at the end of the quarter;
(viii) Whether or not there has been any change in any accounting
method or method of valuation of assets or liabilities of the
Applicant Entity;.
(ix) Whether or not any circumstances have arisen which render
adherence to the existing method of valuation of assets or
liabilities of the Applicant Entity misleading or inappropriate;
(x) Any substantial change in the nature of the Applicant Entity's or
the Guarantor's business (where applicable) since the issue of
the Debentures;
(xi) Whether or not any action has been taken by the Board of
Directors of the Applicant Entity in terms sections 219 and 220
of the Companies No. 7 of 2007 during the quarter.
The certificate shall be made in accordance with a resolution of the

directors and specify the date on which the certificate was made; and,
Where an Applicant Entity or a Guarantor fails to deliver the certificate
to the Trustee, the Trustee shall inform the Debenture holders of that
fact.
- The Trust Deed shall provide for a covenant to ensure that, in the event
the Applicant Entity creates a charge, the Entity shall submit to the
Trustee the written details of the charge within 21 days after it is
created. Where the amount to be advanced on the security of the
charge is indeterminate, the Entity shall submit to the Trustee the
written details of the amount of each claim, within 5 market days from
the date the claim is made.
Appointment, Removal and Resignation of a Trustee

- The Trust Deed shall provide the conditions for the appointment,
resignation and removal of the Trustee by the Applicant Entity and the
Debenture holders.
- The Trust Deed shall provide that the Applicant Entity shall be notified of
any removal of a Trustee and subsequent appointment of a Replacement
Trustee by the Debenture holders.
- The Trust Deed shall provide that any removal of a Trustee and the
subsequent appointment of a Replacement Trustee by the Applicant
Entity shall be with the consent of an agreed majority of Debenture
holders.
take reasonable steps to replace the Trustee as soon as practicable after
becoming aware that:
(i) The Trustee has ceased to exist.
(ii) The Trustee is in the situation of conflict of interests.
(iii) The Trustee has ceased to perform its function as a Trustee.
(iv) The Trustee is in the situation of unsuitability and does not eliminate
such situation within 90 days, after them ascertaining or of them
been informed that the Trustee has such situation.
- The existing Trustee shall continue to act as a Trustee until a new
Trustee is appointed.
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Other Covenants by the Applicant Entity
- The Applicant Entity shall at all times carry on and conduct its affairs in
a proper and appropriate manner.
- The Applicant Entity shall immediately provide a copy of the Trust Deed
to the Debenture holders, on request.
- The Applicant Entity shall at all times maintain records all of its
published information and make them available for inspection by the
Trustee and the Debenture holders.
- The Applicant Entity shall:
(i) at all times maintain a correct Register of Debenture holders
including the names and addresses of all Debenture holders, the
number and value of Debentures held by each Debenture
holder, the date of issue of Debentures, the date on which each
Debenture holder became registered as the holder and the date
on which he ceased to be so registered.
(ii) permit the Trustee and the Debenture holders at all reasonable
times to inspect the Register of Debenture Holders and to take
any copies thereof, upon the payment of a reasonable copying
and administration fee as may be determined by the company.
- The Applicant Entity shall submit to the Trustee any information which
the Trustee may require in order to discharge its duties and obligations
as Trustee under the Trust Deed relating to the Applicant Entity’s affairs
to the extent permitted by law and the Listing Rules.
Events constituting default and remedy of such default

A list of all events constituting a default by the Applicant Entity including the
following:
- where the Applicant Entity makes default in the payment of any interest
due on the whole or any part of the Debentures after the date such
interest is payable or in the payment of any principal monies payable
under the Trust Deed in respect of any Debenture.
- where any liquidation, bankruptcy, insolvency, receivership or similar
action or proceeding is commenced against the Applicant Entity.
- where a winding up order has been made against or an effective
resolution has been passed for the winding up of the Applicant Entity.
- where there is a breach by the Applicant Entity of any terms or
conditions in the Debentures or provisions of the Trust Deed or any
other documents relating to the issue, offer or invitation in respect of the
Debentures.
- where the Applicant Entity stops or threatens to stop payment of its
debts or ceases to carry on its business.
- where any other indebtedness of the Applicant Entity becomes due and
payable prior to its stated maturity or where security created for any
other indebtedness becomes enforceable.
- where there is a revocation, withholding or modification of a license,
authorization or approval that impairs or prejudices the Applicant
Entity’s ability to comply with the terms and conditions of the
Debentures or the provisions of the Trust Deed or any other document
relating to the issue, offer or invitation in respect of the Debentures.
- Where any mortgage, charge, pledge, lien or other encumbrance,
present or future is created or assumed by the Applicant Entity contrary
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to the terms or conditions of the Debentures and the provisions of the
Trust Deed.
In any of the events above, the Trustee at its discretion may, and if so
requested in writing by the Debenture holders of at least one fifth in nominal
value of the Debenture outstanding or if so directed by a Special Resolution
of the holders, shall give notice to the Applicant Entity that Debentures
become immediately due and payable at their principal amount, together
with accrued interest as provided in the Trust Deed.
Enforcement of obligations
- The manner of enforcing obligations shall be described in the Trust Deed.
Application of monies received by the Trustee

Where there are any monies received by the Trustee from the Applicant Entity
under the Trust Deed, the Trust Deed shall provide for the manner and order of
priority in which these amounts are applied or payable.
Remuneration of the Trustee

Fees to be paid to the Trustee for the performance of its duties as Trustee and any
additional services it may provide.
Expenses of the Trustee

The Trust Deed shall provide for a covenant by the Applicant Entity to immediately
reimburse all expenses borne by the Trustee in the administration of the Trust and
state the modalities of reimbursement.
Powers and Duties of Trustee

- The Trust Deed shall set out provisions relating to the powers and
duties of the Trustee.
- The Trust Deed shall contain the following statements by the Trustee:
(i) that it is duly qualified to act as Trustee.
(ii) that it shall exercise reasonable diligence to ascertain whether the
guarantee (where applicable) provided for the Debentures will be
sufficient to cover the conditions under which the guarantee was
issued.
(iii) that it shall ensure that all documents required to be submitted by
the Applicant Entity and the Guarantor in terms of the covenants set
out in the Trust Deed are forwarded in a timely manner.
(iv) that it shall exercise reasonable diligence to ascertain whether the
Applicant Entity or any Guarantor has committed any breach of the
terms and conditions of the Debentures or provisions of the Trust
Deed or whether an event of default has occurred or is continuing to
occur, on perusal of the documents submitted in terms of the
covenants set out in the Trust Deed.
- The Trust Deed shall contain the following covenants:
(i) Trustee may rely upon any certificate or report given or statement
made by the auditors or an officer of the Applicant entity or the
Guarantor, if it has reasonable grounds for believing that the auditor
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or officer was competent to give or make the certificate, report or
statement.
(ii) Trustee shall give notice in writing to the Debenture holders as soon
as practicable if the Applicant Entity or Guarantor (where applicable)
fails to remedy any breach of terms and conditions of the
Debentures or the provisions/covenants of the Trust Deed.
(iii) where an event of default has occurred and is continuing to occur,
the Trustee shall exercise such rights and powers vested in it by the
Trust Deed and use a reasonable degree of skill and diligence in
exercising such powers.
(iv) Trustee shall, in the event the Applicant Entity or the Guarantor
(where applicable) fails to remedy any breach of terms and
conditions of the Debentures or the provisions/covenants of the
Trust Deed:
 call a meeting of the Debenture holders with notice to the
Applicant Entity;
 inform the Debenture holders of the failure at the
meeting; and
 submit proposals for the protection of the Debenture
holders’ interests or call for proposals from the
Debenture holders at the meeting as the Trustee
considers necessary or appropriate and obtain their
directions.
(v) Trustee shall give notice in writing to the Applicant Entity as soon as
practicable if the Trustee discovers that it is not eligible to be
appointed or to act as Trustee.
(vi) The matters which are within the powers of the Trustee, the Trustee
may decide without reference to the Debenture holders.
(vii)Where there is a breach by the Applicant Entity of the terms and
conditions of the Debentures and the provisions of the Trust Deed,
the Trustee may authorize or waive such breach where the Trustee
is authorized to do so by resolution of a stipulated majority of the
Debenture holders.
(viii)The Trustee may appoint a person to chair the meeting of
Debenture holders. If the Trustee does not exercise this power, the
Debenture holders present at the meeting may appoint a person to
chair the meeting.
Exemptions and indemnifications of Trustee from liability

- Terms and conditions of Debentures and provisions in the Trust Deed or a
term of a contract with the Debenture holders secured by the Trust Deed,
shall be void in so far as the term or provision would have the effect of:
(i) exempting a Trustee from liability for:
 the failure to carry out its duties as the Trustee; or
 the failure to exercise the degree of care and diligence
required of it as the Trustee.
(ii) indemnifying the Trustee against that liability, unless the
term or provision:
 releases the Trustee from liability for something done or
omitted to be done before the release is given; or
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 enables a meeting of debenture holders to approve the
release of the Trustee from liability for something done or
omitted to be done before the release is given.
Such release will be effective when approved by Debenture
holders if the Debenture holders who vote for the resolution
represent 75% of the nominal value of the Debentures.
- A Trustee is not liable for anything done or omitted to be done in
accordance with a direction given to the Trustee by the Debenture holders
at any meeting called.
Meeting
- The Trust Deed shall contain provisions for setting out the notice period for
the meeting of Debenture holders
- The Trust Deed shall contain provisions which states that the meetings may
be convened at the request of the Applicant Entity, Trustee or Debenture
holders of at least one fifth in nominal value of the Debentures outstanding
or an agreed percentage of Debenture holders to consider any matter
affecting their interest.
- There shall be a quorum requirement for the transaction of business at the
meetings. The quorum for the passing of special resolutions shall be
explicitly stated.
Modifications of the Trust Deed

- The Trust Deed shall contain the conditions under which the provisions of
the Trust Deed or the terms and conditions of the Debentures may be
modified.
Others
- The Applicant Entity to be responsible for paying any stamp duty and other
similar duties or taxes on or in connection with the Trust Deed or
Debentures (if applicable)
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SECTION 4
FUNDS
CLOSED- END FUNDS
Listing of units of closed-end Funds (Funds) are dealt with under the following
main headings:
4.1 General Requirements for a listing

4.2 Listing Application procedure
4.3 Continuing Listing Requirements
4.4 Applicable procedure for the liquidation of a closed-end Fund
4.1 GENERAL REQUIREMENTS FOR A LISTING
To be eligible for listing units of a Fund, the Fund shall meet the following
requirements:
a. be a closed-end Fund, the management of which should be carried

out by a Managing Company licensed by the SEC.
b. the listing should be for all that class of units in respect of which the
listing is sought.
c. the units shall be;

(i) fully paid;
(ii) free from all lien; and,
(iii) freely transferable.
d. should have a minimum fund size of at least Rs. Twenty Five Million
(25 Mn.).
e. should have a registrar to attend to registration.
f. The Trust Deed shall include the provisions set out in Section 6 of
the Listing Rules of the Exchange (as applicable).
4.2 LISTING APPLICATION PROCEDURE
An application for listing shall be made by the Managing Company licensed

by the SEC.
Each application must contain the following:
a. An Initial Listing Application which conforms with Appendix 2A &

supporting documents as set out below:
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(i) Certified copy of the license issued by the SEC to the
Managing Company to set up/manage the Fund for which
application is made.
(ii) A Declaration by the Managing Company that they are

independent of the Trustees.
(iii) A copy of the Trust Deed approved by the SEC with any
amendments made thereto.
(iv) A confirmation from the Managing Company to the effect

that all the amendments to the Explanatory Memorandum
and the Trust Deed have been approved by the SEC.
(v) Where the Application is to list units of a Fund through an

Offer for Subscription:
a) a certified copy of the Explanatory Memorandum
approved by the SEC with any amendments made
thereto and a certified copy of such letter of approval
issued by SEC.
b) a certified copy of the resolution of the Board of
Directors of the Managing Company and a letter of
approval of the Trustees authorizing the application
for a listing.
(vi) Where the application for a listing is through an Introduction:

a) a letter from the Trustee confirming that it has taken
reasonable care to ensure that the Unit Trust has
been managed in accordance with the provisions of
the SEC Act, Unit Trust Rules, the Trust Deed, the
last published Explanatory Memorandum and the
directions issued by the SEC from time to time along
with a certified copy of the Explanatory Memorandum
approved by the SEC with any amendments made
thereto and a certified copy of such letter of approval.
b) a certified copy of a Resolution of the Board of
Directors of the Managing Company and a letter of
approval of the Trustees authorizing the application
for a listing.
(vii) A listing Undertaking duly perfected in conformity with

Appendix 2B of the Rules.
b. The Managing Company shall submit to the Exchange a ‘Declaration’

as set out in Appendix 2C or 2D, as applicable, of the Rules, on the
Market Day immediately following the day on which the investors’
CDS accounts are credited with the units.
4.3 CONTINUING LISTING REQUIREMENTS
Upon the units of a Fund are listed, the Managing Company will be required
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to observe the following continuing listing requirements:
a. The Managing Company shall notify the Exchange monthly, the Net
Asset Value of a unit, to be disseminated to the market.
b. The Managing Company shall immediately notify the Exchange, of

the following information relating to the operation of the Fund:
(i) Any amendment made to the Explanatory Memorandum or

the Trust Deed with a confirmation from the Managing
Company that such amendment/s have been approved by
the SEC.
(ii) Any change to the information submitted to the SEC, as

required under Part IV of the SEC Act, for the purposes of
grant of the license to the Managing Company to operate the
Fund and the renewal of such license.
(iii) Any approval or rejection carried out by the SEC in relation

to a material change to the Fund.
(iv) Appointment of an alternate Managing Company.
(v) Any regulatory action taken by the relevant authorities.
(vi) Any dividend to be paid when determined. The

announcement should include details of the units, payment
date for the dividend, dividend per unit and applicable
financial year
The ‘XD’ date shall be the 8th Market Day prior to the date of dispatch
of the dividend payment.
c. In addition to the matters set out in Rule 27 of Unit Trust Code 2004,
include the following in the Fund’s annual report and accounts:
(i) A detailed statement of investment objectives and policies

and the manner in which those policies have been carried
into effect (where applicable);
(ii) The management fees or any other direct or indirect fees

and reimbursements paid to the Managing Company to be
shown separately under gross expenses of the closed-end
Fund;
(iii) Analysis of realized and unrealized surpluses separately

stating the profits and losses as between listed and unlisted
investments;
(iv) A statement that the Board of the Managing Company has

complied with and is in compliance with all the requirements
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imposed by the constituent documents of the Trust, the SEC
Act, the Explanatory Memorandum, the Unit Trusts Code
and any directive issued by the SEC from time to time;
(v) Names of persons who during the financial year were

members of the Board of the Managing Company;
(vi) The following financial and securities information (if any):
1. Dividend per unit

2. Net asset value per unit
3. Market value per unit
- highest and lowest values recorded during the
financial year
- value as at the end of financial year
The Managing Company shall forward the annual report to the

Exchange simultaneous to the distribution of such annual
report to all the unit holders as required under Rule 27(2) of
the Unit Trust Code 2004.
The Entity shall give to the Exchange thirty five (35) copies
of the annual report in printed form and one (1) copy in a
CD-ROM.
(vii) The Managing Company shall pay Fees as set out in Section
10 of these Rules.
4.4 APPLICABLE PROCEDURE FOR THE LIQUIDATION OF A CLOSED-END FUND
A Closed-end Fund shall be dissolved pursuant to the Trust Deed and in

accordance with the Rules of the Unit Trust Code 2004.
Upon payments being made, the Managing Company shall file with the
Exchange a declaration signed by the Managing Company and the Trustee
of the Fund confirming that they have complied with the Rules of the Unit
Trust Code 2004 and the Trust Deed in performing its obligations to the
holders of units with regard to the distribution of the proceeds of the
realization of the Fund, and request the Exchange to cancel the units listed
in the Exchange and the entries in the CDS.
The Exchange shall thereupon make such announcement in the market.
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SECTION 5
FURTHER ISSUE OF SECURITIES OF A LISTED ENTITY
5.1 APPLICATION FOR A FURTHER ISSUE AND LISTING OF SHARES
a. Where shares of a particular class have been listed on the Exchange

further shares of that class may not be issued by a listed Entity until
the issue and listing of such shares is approved by the Exchange.
b. Listing for a class of shares not already listed on the Exchange shall
be in terms of this Section.
c. where the application is for Other Class of Shares, the total value of all
the Other Classes of Shares issued at any given time (as set out in
the latest balance sheet of the Entity), whether listed or unlisted
(including the Other Class of Shares for which the application is
made), shall not exceed fifteen percent (15%) of the Entity’s
Shareholders Funds.
(For the purposes of this Rule ‘Shareholder Funds’ shall mean stated
capital and the reserves of the Entity).
d. In the event of a Rights Issue or issue of shares through Public

Subscription shares shall be issued for cash only.
e. The Exchange retains the discretion to accept or reject applications for

additional listings and to determine the requirements to be fulfilled in
connection with such listings. The requirements set out in this Section
are not exhaustive. The Exchange reserves the right to impose
further requirements as it may think relevant in the particular
circumstances in which the additional listing is sought.
(For the purpose of Rules 5.1.2 – 5.9 of Section 5, reference to ‘shares’ shall
include both shares and Other Class of Shares).
5.1.2 TYPES OF FURTHER ISSUE OF SHARES
a. Rights Issue of shares;
b. issue of shares credited as fully paid up by way of

capitalization of reserves;
c. issue of shares through a private placement;
d. issue of shares through public subscription;
e. Employee Share Ownership/Option Plan (ESOP);
f. share swaps;
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g. scrip dividends (applicable Rules are set out in Section 7 of the
Rules)
5.2 RIGHTS ISSUE OF SHARES
a. The Entity shall obtain shareholder approval for the Rights Issue of
shares at a General Meeting.
b. ANNOUNCEMENT TO THE EXCHANGE
The applicant Entity is required in the first instance to make an

announcement to the Exchange of the decision of the Board of
Directors to issue shares by way of rights immediately upon such
decision being made. The announcement shall include:-
(i) The number of shares to be issued;

(ii) The proportion in which shares are to be issued;
(iii) The consideration for which the shares are be issued;
(iv) The current stated capital of the Entity;
(v) The purpose for which the proceeds of the issue are to be
utilized;
(vi) The following statement;
“the Rights Issue is subject to the Exchange approving in
principle the issue and listing of shares and obtaining
shareholder approval at a General Meeting.
c. ADDITIONAL LISTING APPLICATION – RIGHTS ISSUE
The Entity shall submit the following documents to the Exchange

within seven (7) Market Days, from and excluding the date of
announcement.
(i) The listing application in conformity with Appendix 5A of the

Rules.
(ii) A Circular to Shareholders in conformity with Appendix 5B of
the Rules.
(iii) The Notice of General Meeting.
(iv) The following documents;
1. The provisional letter of allotment
2. The letter of acceptance and registration
3. The form of renunciation to the CDS
4. The form of application for additional shares.
(v) A copy of the Board Resolution certified by the Company
Secretary recommending the issue and the listing of the
shares arising from such Rights Issue and confirmation by
the Board that in its opinion the consideration for which the
shares are to be issued is fair and reasonable to the Entity
and to all existing shareholders.
(vi) The relevant fee payable to the Exchange for the listing as
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prescribed by Section 10 of the Rules.
d. DATES FOR THE RIGHTS ISSUE

(i) The Entity shall not announce the dates for the Rights Issue
until the issue and listing of shares is approved, in principle,
by the Exchange.
(ii) Upon the Exchange granting approval in principle the Entity
shall notify the following dates to the Exchange:
1. The date of the General Meeting and Provisional
Allotment - The Entity shall convene a General Meeting
to obtain the approval of the shareholders for the Rights
Issue and such Meeting shall be held within twenty five
(25) Market Days of obtaining approval, in principle from
the Exchange. The date of provisional allotment shall be
the same date as the date of the General Meeting. The
date of entitlement for Rights shall be the same date as
the date of provisional allotment.
2. Date of dispatch of Provisional Letter of Allotment - The
date of dispatch of provisional letter of allotment shall not
exceed five (5) Market Days from and excluding the date
of provisional allotment.
3. The last date of acceptance and payment for rights- The
last date of acceptance and payment for rights shares
shall be the tenth (10) Market Day from and excluding
the date of dispatch of provisional letter of allotment.
e EX- RIGHTS (XR) PERIOD

The Entity’s shares shall trade ex-rights (XR) from the Market Day
after the date of provisional allotment until the last date of
acceptance and payment for Rights.
f. THE PERIOD OF RENUNCIATION TO CDS

The rights shares may be renounced to the CDS only. Such period
shall not exceed nine (09) Market Days from and excluding the date
of dispatch of Provisional Letters of Allotment.
g. ALLOTMENT OF ADDITIONAL SHARES

The allotment of shares relating to applications for additional shares
shall be carried out by the Entity in accordance with a specific
scheme which has been approved by the shareholders.
h. TRADING OF RIGHTS
Trading of rights shall commence on the fourth (4th) Market Day
from and excluding the date of dispatch of Letters of Provisional
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Allotment. Such trading shall continue throughout the period of
renunciation to the CDS.
i. BANKING OF CHEQUES
(i) Cheques received in respect of the rights may be banked on

receipt.
(ii) Cheques in respect of applications for additional rights shall be
banked only after the last date of acceptance and payment.
j. REFUND CHEQUES ON REJECTED APPLICATIONS
Refunds in respect of rejected/partly rejected applications for shares

shall be dispatched to the shareholders as expeditiously as possible
but not exceeding ten (10) Market Days from the last date of
acceptance and payment. Applicants will be entitled to Interest (as
defined) on refunds not made within this period.
If the applicant has provided accurate and complete details of his bank
account in the application, the Entity shall make such refund
payments to the bank account specified by the applicant, through Sri
Lanka Inter Bank Payment System (SLIPS) and a payment advice
shall be issued to the applicant.
If the applicant has not provided details of his bank account in the
application, the Entity shall make such refund payments to the
applicant by way of a cheque.
k. DIRECT DEPOSIT OF NEW SHARES INTO SHAREHOLDER’S CDS

ACCOUNTS AND DISPATCH OF SHARE CERTIFICATES
The Entity shall complete the direct deposit of shares to the

respective shareholders’ CDS Accounts and dispatch the share
certificates to the respective shareholders within twelve (12) Market
Days from the last date of acceptance and payment. The relevant
shareholders should be notified of such direct deposits within two
(2) Market Days of the direct deposit.
l. DECLARATION TO EXCHANGE
The Entity shall submit to the Exchange a ‘Declaration’ as set out in

Appendix 5C of the Rules on the Market Day immediately following
the day on which the direct deposit of shares is completed.
m. MATERIAL CHANGE IN THE USE OF FUNDS
In the event the Board of Directors of an Entity does not utilize the
funds raised through a Rights Issue for the objective/s approved by
the shareholders and decides to utilize the funds for another
objective/s, the Entity shall make an announcement to the
Exchange of this decision and shall obtain shareholder approval at
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a General Meeting.
5.3 AN ISSUE OF SHARES CREDITED AS FULLY PAID UP BY WAY OF CAPITALIZATION

OF RESERVES
a. The Board of a Listed Entity may authorize a distribution by the issue

of shares credited as fully paid up by way of Capitalization of
Reserves at such time and in such amounts as it considers
appropriate.
b. The Entity shall immediately upon authorizing the issue make an

announcement to the Exchange as set out below.
c. ANNOUNCEMENT TO THE EXCHANGE
The announcement to the Exchange shall include:-
(i) The number of shares to be issued.

(ii) The proportion in which the shares are to be issued.
(iii) The consideration for which the shares are to be issued.
(iv) The current stated capital of the Entity.
(v) The value of reserve/s to be capitalized for the issue of
shares and specify the reserve/s to be capitalized.
(vi) a resolution passed by the board of directors of the Entity
stating that the Board has reasonable grounds for believing
that the Entity would satisfy the Solvency Test immediately
after the capitalization of reserves.
(vii) a certified copy of the certificate signed by the board of
directors of the Entity to the effect that the Entity is able to
satisfy the Solvency Test immediately after the capitalization
of reserves, with an undertaking that the Entity shall forward
to the Exchange a certified copy of the certificate of solvency
issued by a firm of auditors.
(viii) The following statement;
“The issue of shares credited as fully paid up by way of
Capitalization of Reserves is subject to the Exchange
approving in principle the issue and listing of shares and
obtaining shareholder approval (if required in terms of
Articles of Association of the Entity)”.
d. ADDITIONAL LISTING APPLICATION

announcement.
(i) Listing Application in conformity with Appendix 5A of the

Listing Rules.
(ii) A Circular to Shareholders, if approval of the shareholders is
required to capitalize Reserves in terms of the Articles of
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Association of the Entity.
(iii) The Notice of General Meeting, if approval of the shareholders
is required to capitalize Reserves in terms of the Articles of
Association of the Entity.
(iv) a copy of the Board Resolution certified by the Company
shares arising from such capitalization and confirmation by the
Board that in its opinion the consideration for which the shares
are to be issued is fair and reasonable to the Entity and to all
existing shareholders.
(v) Where the distribution requires the approval of the
shareholders of the Entity, an extract of such Article certified to
be a true copy by the Company Secretary.
(vi) The relevant fee payable to the Exchange as set out in
Section 10 of the Listing Rules.
e. DATES FOR THE ISSUE OF SHARES BY CAPITALIZING RESERVES
The Entity shall not announce the dates for the issue of shares
resulting from the capitalization of reserves until the issue and listing
of shares is approved by the Exchange, in principle.
Upon the Exchange granting approval in principle, the Entity shall

notify the Exchange the date of entitlement and the date of
allotment. The date of entitlement and the date of allotment shall be
the same date as the date of the General Meeting, if such meeting
is required to be held.
Where the Articles of the Entity require shareholder approval, the

Entity shall convene a General Meeting to obtain the approval of the
shareholders for the capitalization and issue of shares credited as
fully paid, and such Meeting shall be held within thirty (30) Market
Days of obtaining approval, in principle from the Exchange.
Where the Entity is not required to obtain prior approval of the

shareholders, the date of Entitlement and the date of Allotment shall
be within fifteen (15) Market Days from obtaining approval in
principle of the Exchange. The date of entitlement and the date of
allotment shall be the same date.
f. ‘XC’ PERIOD
The Entity’s shares shall trade ‘XC’ from the Market Day after the
date of allotment until the date of completion of direct upload of
shares to the respective shareholders’ CDS Accounts.
g. DIRECT DEPOSIT OF NEW SHARES INTO SHAREHOLDER’S CDS


respective shareholders’ CDS Accounts within five (05) Market Days
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from and excluding the date of allotment and dispatch the share
certificates to the respective shareholders within seven (07) Market
Days from and excluding the date of allotment.
The relevant shareholders should be notified of such direct deposits

within two (2) Market Days of the direct deposit.
h. SOLVENCY CERTIFICATE
The Entity shall forward to the Exchange a certified copy of the

certificate of solvency issued by a firm of auditors as soon as the
same is issued and in any event prior to submitting the Declaration
to the Exchange as specified in (i) below.
i. DECLARATION TO THE EXCHANGE

5.4 ISSUE OF SHARES BY PRIVATE PLACEMENT

a. A Private Placement is an issue of shares to an identified investor/s
or category of investors other than by way of a Rights Issue offered
pro-rata to existing shareholders or a general offer to the public for
subscription.
b. The percentage of shares to be issued by a Listed Entity through a
private placement shall not exceed 20% of the shares in issue,
immediately subsequent to such issue of shares through the private
placement.
The application of this rule may be waived by the SEC under

exceptional circumstances.
c. The entity shall not issue shares through a private placement during
the 24 month period immediately following such issue of shares.
The application of this rule may be waived by the SEC under

exceptional circumstances.
d. The Entity shall obtain shareholder approval by way of a Special

Resolution for the issue of shares through a Private Placement at a
General Meeting.
e. ANNOUNCEMENT TO THE EXCHANGE

Directors to issue shares by way of a Private Placement
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immediately upon such decision being made.
Such announcement shall include:

(i) maximum number of shares to be issued
(ii) name/s of the party/parties to whom the shares are to be
allotted (if known)
(iii) Price or the minimum price for which the shares are to be
issued
(iv) current stated capital of the Entity
(v) the purpose for which proceeds of the issue are to be utilized,
and;
(vi) the following statement:
“The issue of shares by way of the Private Placement is
subject to the Exchange approving in principle the issue and
listing of shares and obtaining shareholder approval at a
General Meeting”.
f. ADDITIONAL LISTING APPLICATION
The Entity shall submit the additional listing application to the

Exchange within seven (07) Market Days from and excluding the date
of announcement.
The application shall contain the following:

(i) The Board Resolution authorizing the issue and listing of the
shares, certified by the Company Secretary.
(ii) An application in conformity with Appendix 5A of the Rules
(iii) An extract of the Article which specifically permits the Entity to

issue new shares or sets out the method by which the Entity is
authorized to issue the new shares without such shares being
offered pro-rata to the holders of the shares already in issue
as required in terms of Section 53(1) of the Companies Act
certified by the Company Secretary to be a ‘true copy’.
(iv) An extract of the Board Resolution certified by the Company

Secretary that, in the opinion of the Board, the consideration
for which the shares are to be issued is fair and reasonable to
the Entity and to all existing shareholders as required by the
Companies Act.
(v) A circular to shareholders stating, inter alia;

- the purpose for which the proceeds of the issue are to
be utilized
- details of the target persons to whom the shares are to
be issued (if known)
- benefits of the Private Placement to the existing
shareholders and to the Entity
- the maximum number of shares to be issued and,
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- the price or the minimum price at which such issue will
take place. The circular shall state that the directors
have resolved that the price for which the shares are
issued is fair and reasonable to the Entity and to all
existing shareholders as required by the Companies
Act.
(vi) Fee payable to the Exchange for the listing as prescribed by

Section 10 of the Rules.
g. DECLARATION TO THE EXCHANGE

Appendix 5C of the Rules within two (02) Market Days from and
excluding the date of allotment.
5.5 ISSUE OF SHARES FOR PUBLIC SUBSCRIPTION

a. A Listed Entity issuing shares to the Public for subscription without
such shares being first issued to the existing shareholders pro-rata
to their shareholding should make an application in terms of this
Section.
b. The Entity shall obtain shareholder approval by way of a Special
Resolution for the issue of shares through a Public Subscription at a
General Meeting.
c. ANNOUNCEMENT TO THE EXCHANGE

Directors to issue of shares for public subscription immediately upon
such decision being made. The announcement shall include:-
(i) The number of shares to be issued;
(ii) The consideration for which the shares are be issued;
(iii) The current stated capital of the Entity;
(iv) The purpose for which the proceeds of the issue are to be
utilized;
(v) The following statement;
“the issue of shares is subject to the Exchange approving in
shareholder approval at a General Meeting”.
d. ADDITIONAL LISTING APPLICATION
The Entity shall submit the additional listing application to the

Exchange within seven (07) Market Days, from and excluding the
date of announcement.
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(ii) An application in conformity with Appendix 5A of the Rules.

authorised to issue the new shares without such shares being
offered pro-rata to the holders of the shares already in issue as
required in terms of Section 53(1) of the Companies Act certified
by the Company Secretary to be a ‘true copy’.

Secretary, that in the opinion of the Board the consideration for
which the shares are to be issued is fair and reasonable to the
Entity and to all existing shareholders as required by the
Companies Act.
(v) A draft Prospectus prepared in conformity with the

requirements set out in Rule 3.1 of Section 3 of the Rules.
(vi) A certified copy of every letter, report, balance sheet,

valuation, contract or other document referred to in the
Prospectus.
The Listed Entity shall follow the procedure set out in Rule 2.4 of
Section 2 of the Rules, pertaining to an Initial Public Offering.
5.6 EMPLOYEE SHARE OWNERSHIP /OPTION PLAN
a. ANNOUNCEMENT TO THE EXCHANGE

Directors to issue shares on an Employee Share Ownership/Option
Plan (ESOP) immediately upon such decision being made.
(i) the number of shares to be issued
(ii) the consideration for which the shares are to be issued
(iii) current stated capital of the Entity
(iv) the following statement:
“The issue of shares by way of Share Ownership/Option Plan
is subject to the Exchange approving in principle the issue
and listing of shares and obtaining shareholder approval at a
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General Meeting”.
b. PROCEDURE
If a Listed Entity proposes to create or establish an Employee Share

Ownership or Option Plan whereby shares of the Entity will be
allotted to or held by any person on trust on behalf of directors and
or employees of the Entity the following procedure must be followed
:-
(i) Prior approval of the shareholders by way of Special

Resolution at a General Meeting shall be obtained, to
establish an Employee Share Ownership/Option Plan and for
the issue of shares under such Ownership/Option Plan.
(ii) Where a Listed Entity, directly or indirectly, provides funds,

whether by means of a loan, guarantee, the provision of
security or otherwise, for the purpose of establishing an
Share Ownership/Option Plan whereby shares of the Entity
will be allotted to or held by any person on trust on behalf of
directors and or employees of the Entity, such resolutions
shall specify the total value of such loan, whether the lending
is through its own funds or through borrowed funds, if
borrowed funds, the cost to the Entity on such borrowing (i.e.
rate of interest), whether the lending to such ESOP is for
interest or free of interest, if for interest the rate of interest
and the repayment terms of the loan.
C. APPROVAL
The Exchange requires the following documentation for the
approval, in principle, for the issue and listing of shares arising out
of the Share Ownership or Option Plan:
(ii) An extract of the Article which specifically permits the Entity to

offered pro-rata to the holders of the shares already in issue as
required in terms of Section 53(1) of the Companies Act certified
by the Company Secretary to be a ‘true copy’.
(iii) An extract of a Board Resolution certified by the Company

Secretary that in the opinion of the Board the consideration for
which the shares are to be issued, throughout the period of the,
is fair and reasonable to the Entity and to all existing
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(iv) A circular to shareholders setting out details of the scheme
including the information as set out in Rule 5. 6. b (i) and (ii)
above and information relating to allotment, pricing and
funding and the benefit of such scheme to the shareholders
and to the Entity. The circular must receive the prior approval
of the Exchange. The circular shall state that the directors
have resolved that the price for which the shares are to be
issued throughout the period of the scheme is fair and
reasonable to the Entity and to all the shareholders as
required by the Companies Act.
(v) Fee payable to the Exchange for the listing as set out in
d. SUBSEQUENT LISTING
In the event of a subsequent listing of shares arising from a Share

Ownership/Option Plan already approved, in principle, by the
Exchange, the applicant Entity shall forward a Declaration in
conformity with Appendix 5C of the Rules to the Exchange.
5.7 SHARE SWAP

The Entity shall obtain shareholder approval by way of a Special Resolution
at a General Meeting for the share swap.
a. ANNOUNCEMENT TO THE EXCHANGE

The Entity is required in the first instance to make an announcement
to the Exchange of the decision of the Board of Directors to acquire
shares of another company in the form of a share swap,
immediately upon such decision being made.
(i) the proportion in which the share swap will be effected
(ii) number of shares to be issued
(iii) current stated capital of the Entity
(iv) the following statement:
“The issue of shares under the share swap is subject to the
Exchange approving in principle the issue and listing of shares
and obtaining shareholder approval at a General Meeting”.
b. ADDITIONAL LISTING APPLICATION

The Entity shall submit the Additional Listing Application to the
Exchange within seven (07) Market Days from and excluding the
date of announcement.
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(i) The Board Resolution authorizing the share swap, the issue
and listing of the shares, certified by the Company
Secretary.
(ii) An application in conformity with Appendix 5A of the Rules.

offered pro-rata to the holders of the shares already in issue
as required in terms of Section 53(1) of the Companies Act

Secretary that in the opinion of the Board the consideration
for which the shares are to be issued is fair and reasonable
to the Entity and to all existing shareholders as required by
the Companies Act.
(v) A circular to shareholders stating, inter alia;

- the proportion in which the share swap will be effected
- number of shares to be issued
- benefits of the acquisition to the existing shareholders
and to the Entity
- The circular shall state that the directors have resolved
that the consideration for which the shares are issued is
fair and reasonable to the Entity and to all existing
(vi) Fee payable to the Exchange for the listing as prescribed by

C. DIRECT DEPOSIT OF NEW SHARES INTO SHAREHOLDERS’ CDS


respective shareholders’ CDS Accounts within five (05) Market Days
from and excluding the date of allotment and dispatch the share
certificates to the respective shareholders within twelve (12) Market
Days from and excluding the date of allotment. The relevant
shareholders should be notified of such direct deposits within two
(2) Market Days of the direct deposit.
d. DECLARATION TO THE EXCHANGE

5.8 SCRIP DIVIDEND
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Applicable rules are set out in Section 7 of the Rules.
5.9 APPLICATION FOR LISTING OF SECURITIES PERSUANT TO CONVERSION OF

DEBT SECURITIES
a. Where a Listed Entity proposes to issue Debt Securities (referred to herein

for purposes of clarity as “Primary Securities”) with a right of conversion to
another class of Securities (referred to herein for purposes of clarity as
“Secondary Securities”) for which a listing would be sought, the Entity
shall submit an Additional Listing Application to the Exchange for the
listing of Secondary Securities at the time of listing the Primary
Securities and the application shall contain the following:
(i) the Board Resolution authorizing the issue of the Primary

Securities and the listing of the Secondary Securities, certified by
the Company Secretary.
(ii) an application in conformity with Appendix 5A of the Rules.
(iii) fee payable to the Exchange for the listing as set out in
b. DECLARATION TO THE EXCHANGE

Appendix 5C of the Rules at the time of listing the Secondary Securities.
5.10 ISSUE AND LISTING OF WARRANTS
A Warrant is a Security that gives the holder the right to buy a given
quantity of the underlying asset at a pre-determined price (exercise price),
on or before the expiry date.
(i) Warrants may be listed only if the applicant Entity’s shares are listed
on the Exchange.
(ii) The Entity must maintain, at the time the Board of Directors decides to
issue Warrants, a Public Holding of 25% for shares listed on the Main
Board and 10% for shares listed on the Diri Savi Board.
(iii) The number of shares to be listed by exercising the Warrants to be

issued (together with the Warrants already issued which have not
been exercised) shall not exceed 15% of the Entity’s total number of
voting shares in issue, at the time of the submission of the listing
application for the Warrants.
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(iv) The tenure of the Warrants for which the application is made shall
not exceed two (2) years from the date of issue.
(v) The Entity shall obtain shareholder approval by way of a Special

Resolution for the issue of Warrants.
(vi) Warrants listed on the Exchange shall be freely transferable and

shall not be subject to any restriction, save and except to the extent
required for compliance with statutory requirements.
5.10.2 ANNOUNCEMENT TO THE EXCHANGE
The Entity is required to make an announcement to the Exchange

immediately upon the Board of Directors deciding to issue Warrants. The
announcement shall include:-
(i) the number of Warrants to be offered;
(ii) the consideration for which the Warrants are to be issued;
(iii) the proportion in which the Warrants are to be issued;
(iv) the purpose for which the proceeds of the issue are to be utilized;
(v) the public holding percentage of the Entity
(vi) The following statement:

“the issue of Warrants is subject to the Exchange approving in
principle the issue and listing of such Warrants and obtaining
shareholder approval at a General Meeting”.
5.10.3 LISTING APPLICATION
The Entity shall submit the following documents to the Exchange within
seven (7) Market Days, from and excluding the date of announcement.
(i) The listing application in conformity with Appendix 5A of the Rules.
(ii) A circular to shareholders in conformity with Rule 5.10.4 below.
(iii) An extract of the Article which specifically permits the Entity to issue
new shares or sets out the method by which the Entity is authorised to
issue the new shares (upon conversion of the Warrants), without such
shares being offered pro-rata to the holders of the shares already in
issue as required in terms of Section 53(1) of the Companies Act
(iv) A copy of the Board Resolution certified by the Company Secretary

recommending the issue and the listing of the Warrants.
(v) The relevant fee payable to the Exchange for the listing as
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prescribed by Section 10 of the Rules.
5.10.4 The circular referred to in Rule 5.10.3 (ii) above shall include –
(i) The number of Warrants to be issued and the price at which such
issue will take place
(ii) The amount payable on the exercise of the Warrants (exercise
price)
(iii) The maximum number of shares which would be issued on exercise
of the Warrants.
(iv) The purpose for which the proceeds of the issue are to be utilized
including the use of future proceeds arising from the exercise of the
Warrants
(v) Benefits to the shareholders and to the Entity arising from the issue
(vi) A statement that the exercise price of the Warrants is fair and
reasonable to the Entity and to all existing shareholders as required
by the Companies Act.
(vii) Any adjustments to the exercise price, and, where appropriate, the
number of Warrants, in the event of Rights Issues, issue of shares
by way of capitalization of reserves etc.
(viii) The expiry of the Warrants and notice of expiry to be sent to all
holders of the Warrants at least one (1) month before the expiration
date
(ix) The period during which the Warrants may be exercised
(x) The rights (if any) of the Warrant holders to participate in any
distributions and/or offers of further Securities made by the Entity.
(xi) The rights of the Warrant holders on the liquidation of the Entity
5.10.5 DECLARATION TO THE EXCHANGE

the day on which the direct deposit of Warrants is completed.
5.10.6 APPROVAL, IN PRINCIPLE, OF THE EXCHANGE FOR THE SHARES ARISING FROM
CONVERSION OF WARRANTS
(i) Where an Entity proposes to issue Warrants with a right of conversion to

shares for which a listing would be sought, the Entity shall obtain a listing
in principle for the shares arising from such conversion at the time of
listing the Warrants and the application shall contain the following:
(1) the Board Resolution authorizing the issue of the

Warrants and the listing of the shares arising from
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conversion, certified by the Company Secretary
(2) an application in conformity with Appendix 5A of the

Rules
(3) fee payable to the Exchange for the listing of shares

as set out in Section 10 of the Rules.
(ii) DECLARATION TO THE EXCHANGE
The Entity shall submit to the Exchange a ‘Declaration’ as set out

in Appendix 5C of the Rules at the time of listing the shares arising
from conversion.
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APPENDIX 5A
(Letter head of the Entity)
ADDITIONAL LISTING APPLICATION

Echelon Square
Colombo 1
Dear Sir:
ADDITIONAL LISTING APPLICATION FOR A LISTING OF SECURITIES
…(Name of Entity) … Limited hereby apply for a listing for the under mentioned
Securities issued by this Listed Entity and agree and undertake, in the event the
application is accepted to conform to the Rules of the Colombo Stock Exchange and
any amendments or replacements that may be made thereto from time to time.
THE PARTICULARS OF SECURITIES TO BE LISTED ARE AS FOLLOWS:

Type of Securities to be listed:
Number of Securities to be listed:
State type of offering (e.g. rights, public subscription, private placements, ESOPs
etc.)
THE PARTICULARS OF CAPITAL:

Stated capital: (excluding that for which the present application is made)
The Securities proposed to be issued will be identical in all respects with existing
Securities (if not identical give details)
The particulars contained herein are correct.
of
…………………..
(Name) Director
……………………..
or,

such authority.
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APPENDIX 5B
THE CIRCULAR TO SHAREHOLDERS SHALL CONTAIN INTER-ALIA :-
1. A statement that the Board has resolved that in its opinion the
consideration for which the Securities are to be issued is fair and
reasonable to the Entity and to all existing shareholders, as required by the
Companies Act.
2. The objective/s for which the proceeds of the issue will be utilized.
3. the high, low and last traded price of the Security during the preceding
three months
4. Name and details of the Underwriter and in the event the issue is not
underwritten and the issue is under subscribed, specify the action the Entity
intends to take in order to fulfill the purpose of the Rights Issue.
5. Declarations:
a) If you are in any doubt as to the action you should take, you
should consult your stockbroker or other professional adviser
immediately.
b) Approval, in principle, has been obtained from the Colombo Stock
Exchange to issue and list the new Securities.
c) Trading of the “Rights” shall commence on the fourth (4th) Market Day
from and excluding the date of dispatch of letters of provisional
allotment. Such trading shall continue throughout the period of
renunciation to the CDS.
d) The listing of the Securities by the Colombo Stock Exchange will in
no way be reflective of the merits of the issue. The Colombo Stock
Exchange assumes no responsibility for the correctness of any of
the statements made, opinions expressed or reports included.
e) The Directors of the Entity collectively and individually accept full
responsibility for the accuracy of the information given and confirm,
having made all reasonable enquiries, that to the best of their
knowledge and belief that there are no other facts the omission of
which would render any statement in the Circular misleading.
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APPENDIX 5C
(Letter head of the Entity)
DECLARATION

Echelon Square
Colombo 1
(Name of Entity) ……………….Limited (hereinafter called “The Entity”) hereby

declare that:
1. All documents required in terms of the Companies Act to be filed with the
Registrar General of Companies in respect of the issue of …….(Type of
Securities issued) have been duly filed by the Listed Entity and that all other
legal requirements in connection with the issue of its Securities have been
complied with.
2. The resolution pertaining to the issue was approved by the shareholders at

the EGM (if applicable).
3. (no. of Securities)..........Securities at Rs ............. each have been subscribed

for and allotted for cash / allotted for a consideration other than for cash as
set out in the Companies Act / shareholders (and/ or to their Renouncee/s)
out of which …… Securities have been allotted to Non-Resident
Shareholders.
4. Securities for which a listing is to be granted are in all respects identical with
those of the same class already listed.
5. The direct uploads to the Central Depository System have been completed
and that the share/Security certificates have been/will be posted on …..
(date).
6. The proceeds of the issue will be duly utilized for the objectives for
which such proceeds were raised in terms of the circular to
shareholders in respect of this issue.
7. There is no other fact bearing on the Listed Entity's application for listing which
should be disclosed to Colombo Stock Exchange.
We agree and undertake to comply with the Rules of the Exchange and any
amendments that may be made thereto from time to time.
of
…………………..
(Name) Director
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……………………..
or,

such authority.
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SECTION 6
ARTICLES OF ASSOCIATION OR OTHER CORRESPONDING DOCUMENTS /

TRUST DEED
A. ARTICLES OF ASSOCIATION OR OTHER CORRESPONDING

DOCUMENTS
The Articles of Association or other corresponding documents shall contain the

following provisions:-
1. TRANSFER AND REGISTRATION OF SHARES
Notwithstanding any provision in these Articles suggesting the contrary,

shares listed on the Colombo Stock Exchange shall be freely transferable
and registration of the transfer of such listed shares shall not be subject to
any restriction, save and except to the extent required for compliance with
statutory requirements.
2. NOTICES
a. Where notice is given by an advertisement, such advertisement, shall

be published in Sinhala, Tamil and English national daily newspapers.
b. Any member whose registered address is not within Sri Lanka may
name an address within Sri Lanka which for the purpose of notice,
shall be considered as his registered address.
3. JOINT SHAREHOLDING
The Company shall not register more than three persons as Joint holders
(including the principal holder) of any shares (except in the case of executors,
administrators or heirs of a deceased member).
4. COMPLIANCE WITH RULES
Notwithstanding anything to the contrary contained in the Articles of

Association of the Company, so long as the Company is listed on the
Colombo Stock Exchange, the Company shall comply with the Rules of the
Colombo Stock Exchange and the Central Depository System, which shall be
in force from time to time.
B. TRUST DEED
The Trust Deed pertaining to a Fund, the units of which are listed / sought to be
listed on the Exchange shall contain the following provision:-
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TRANSFER AND REGISTRATION OF UNITS
Notwithstanding any provision in this Trust Deed suggesting the contrary, units of a
Fund listed on the Colombo Stock Exchange shall be freely transferable and
registration of the transfer of such units shall not be subject to any restriction, save
and except to the extent required for compliance with statutory requirements.
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SECTION 7
CONTINUING LISTING REQUIREMENTS
All Entities whose Securities are listed on the Exchange shall comply with these
Rules and such additional Rules as may be introduced from time to time at the
discretion of the Exchange.
All Entities whose securities are listed on the Exchange, whether or not such listing
has taken place prior to these Rules shall, where applicable, be bound by these
Rules and such additions, variations etc. made from time to time.
It is the duty of the board of directors of every Entity whose Securities are listed to
ensure that all the Rules of the Exchange are met on a continuing basis so long as
the Securities of such Entity remain on the Exchange.
7.1 DIVIDEND PAYMENT
ANNOUNCEMENT TO THE EXCHANGE
a. The Entity shall, immediately upon authorizing a dividend distribution,

make an announcement to the Exchange. The announcement to the
Exchange shall include:-
(i) dividend per share

(ii) whether the dividend distribution is subject to the
shareholder approval or not
(iii) date of dispatch of dividend payment
(iv) book closure date (if applicable)
(v) financial year applicable for the dividend
(vi) in the event of a scrip dividend:
- The number of shares to be issued
- The proportion in which shares are to be issued
- The consideration for which the shares are to be issued
- The current stated capital of the Entity
- The value of reserve/s to be capitalized for the issue of
shares
- The following statement:
“The scrip dividend is subject to the Exchange approving in
shareholder approval (if required in terms of the Articles of
Association of the Entity).
(vii) a resolution passed by the board of directors of the Entity

stating that the Board has reasonable grounds for believing
that the Entity would satisfy the Solvency Test immediately
after the dividend distribution
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(viii) a certified copy of the certificate signed by the board of
directors of the Entity to the effect that the Entity is able to
satisfy the Solvency Test immediately after the dividend
distribution, with an undertaking that the Entity shall forward
to the Exchange a certified copy of the certificate of solvency
issued by a firm of auditors.
b. Unless the Entity’s Articles of Association provides otherwise, upon

the board of directors authorizing a dividend distribution the
shareholders must approve such distribution by an ordinary resolution.
c. Date of dispatch of dividend payment when the approval of the

shareholders is required
If the approval of the shareholders is required for the dividend

payment as per the Articles, the date of dispatch of the dividend
payment shall be within seven (7) Market Days from and excluding the
date on which the related resolution is passed by the shareholders at
a meeting. The Entity shall promptly notify the Exchange of the date of
dispatch of the dividend payment.
The Ex-Dividend ('XD') date shall be the Market Day immediately

following the date on which the related resolution is passed by the
shareholders at the meeting.
d. Date of dispatch of dividend payment when the approval of the

shareholders is not required
If the approval of the shareholders is not required for the payment of a

dividend as per the Articles, the date of dispatch of the dividend
payment shall be within seven (7) Market Days from the ‘XD’ date.
The 'XD' date shall be the seventh (7th) Market Day excluding the
date of the announcement.
The Entity shall promptly notify the Exchange of the date of dispatch
of the dividend payment.
e. Once a dividend distribution has been announced an Entity shall not

alter the dividend per share without consulting the Exchange.
f. Solvency Certificate

same is issued and in any event prior to dispatching the dividend
payment.
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g. Dividend distribution by way of a scrip dividend
(i) Additional Listing Application

announcement.
1. Listing Application in conformity with Appendix 5A of the

Listing Rules.
2. A circular to shareholders, if approval of the shareholders is
required to issue shares by way of a scrip dividend, in terms
of the Articles of Association of the Entity.
3. The Notice of General Meeting, if approval of the
shareholders is required to issue shares by way of a scrip
dividend in terms of the Articles of Association of the Entity.
4. a copy of the Board Resolution certified by the Company
shares arising from the scrip dividend and confirmation by the
Board that in its opinion the consideration for which the
shares are to be issued is fair and reasonable to the Entity
and to all existing shareholders.
5. Where the issue of shares by way of a scrip dividend requires
the approval of the shareholders of the Entity, an extract of
such Article certified to be a true copy by the Company
Secretary.
6. The relevant fee payable to the Exchange as set out in
(ii) Dates for the issue of shares by way of a scrip dividend
If the approval of the shareholders is required for the scrip

dividend as per the Articles, the Entity shall allot the shares issued
by way of the scrip dividend on the date on which the related
resolution is passed by the shareholders at a meeting. The Entity
shall complete direct uploads to the relevant CDS accounts and
dispatch the share certificates within seven (7) Market Days from
and excluding the date on which the relevant resolution is passed
by the shareholders at the meeting.
The Ex-Dividend ('XD') date shall be the Market Day immediately

following the date on which the related resolution is passed by the
shareholders at the meeting.
If the approval of the shareholders is not required for the scrip

dividend as per the Articles, the Entity shall allot the shares issued
by way of the scrip dividend, complete direct uploads to the
relevant CDS accounts and dispatch the share certificates within
fourteen (14) Market Days from the date of announcement to the
Exchange.
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The 'XD' date shall be the Market Day immediately following the
date of allotment.
(iii) Once a dividend distribution by way of a scrip dividend has been

announced, an Entity shall not alter details of such scrip dividend
without consulting the Exchange.
(iv) Solvency Certificate

same is issued and in any event prior to submitting the
Declaration to the Exchange as specified in (v) below.
(v) Declaration to the Exchange

7.2 RESOLUTIONS
The Exchange must be notified at the same time as shareholders regarding

any resolution to be voted on at any members' meeting. The Exchange shall
be notified immediately after the meeting whether the resolution was passed
or not.
7.3 CIRCULARS TO SHAREHOLDERS
Fifty (50) copies of circulars to shareholders should be sent to the Exchange

at the same time as they are dispatched to the holders of Listed Securities.
7.4 INTERIM FINANCIAL STATEMENTS

(Please refer CSE Circular No. 03/2009 dated 18th March 2009 for transition
provisions relating to submission of Interim Financial Statements).
a. (i) A Listed Entity shall give to the Exchange for public release, an
Interim Financial Statement prepared on a quarterly basis
(hereinafter referred to as ‘Financial Statements’), as soon as the
figures have been approved by the board of directors of the Entity
and in any event not later than forty five (45) days from the end of
the first, second and third quarters and two (2) months from the
end of the fourth quarter.
(ii) Where the Securities are listed on the Diri Savi Board, a Listed
Entity shall give to the Exchange for public release, an Interim
Financial Statement prepared on a half yearly basis (hereinafter
referred to as ‘Financial Statements’), as soon as the figures have
been approved by the board of directors of the Entity and in any
event not later than two (2) months from the end of the half year.
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(iii)The Entity shall give to the Exchange the Financial Statements in
a CD-ROM as an unprotected PDF document (uncompressed
without any pictures or logos) as well as a signed copy of the
Financial Statements.
(iv)The Entity shall send to the Exchange the Financial Statements

after the close of trading but not later than 17:00 hours.
b. A Listed Entity shall ensure that the Financial Statements fulfill the
following requirements;
(i) comply with the Sri Lanka Accounting Standards (SLAS) 35 and
include group and company results separately in the case of a
Holding Company.
(ii) include the additional notes and ratios as set out in Appendix 7B to
the Rules.
(iii)be signed by two Directors.
(iv)state that the Financial Statements are not audited.
7.5 CIRCULATION OF ANNUAL REPORT
provisions relating to submission of Annual Report).
a. A Listed Entity shall ensure that the annual report is issued to the
Entity’s shareholders and given to the Exchange within a period not
exceeding five (05) months from the close of the financial year of the
Listed Entity. The Audited Financial Statements shall be published in
accordance with the Sri Lanka Accounting Standards.
b. Without prejudice to the other provisions relating to issuance of

annual reports, a Listed Entity may issue its annual report in a CD-
ROM to its shareholders provided that the Entity complies with the
following:
(i) the Listed Entity shall provide a printed copy of the annual
report to a shareholder upon such shareholder’s request in
writing;
(ii) the Listed Entity shall designate a person to attend to the

shareholders’ requests as stated in subparagraph (a) above;
(iii) the Listed Entity shall ensure that a printed copy of the
annual report is forwarded to the shareholder requesting the
annual report, within eight (8) Market Days from the date of
receipt of the request;
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(iv) the Listed Entity shall designate a person/s to answer
queries from shareholders relating to the use of the CD-
ROM;
(v) together with the CD-ROM the Listed Entity shall issue a
note to the shareholders containing the following
statement/information:
1. that the Listed Entity shall forward a printed copy of the

annual report to the shareholder requesting such printed
copy within eight (8) Market Days from the date of
receipt of the written request; and
2. the Listed Entity’s web site and email address, name/s of
designated person/s attending to the shareholders’
requests and queries and contact number/s; and
3. a request form to enable the shareholder to request for a
printed copy of the annual report, with the particulars of
the Listed Entity’s facsimile number and mailing address.
c. The Entity shall give to the Exchange thirty five (35) copies of the
annual report in printed form and one (1) copy in a CD-ROM.
The Entity shall send the annual report to the Exchange after the
close of trading but not later than 17:00 hours.
d. If an Entity prior to circulating the annual report, files copies of financial

statements with the Registrar General of Companies in compliance
with Section 170 (1) of the Companies Act, the Entity shall also
simultaneously submit such financial statements to the Exchange.
The Entity shall give to the Exchange thirty five (35) copies of such
financial statements in printed form and one (1) copy in a CD-ROM.
7.6 CONTENTS OF ANNUAL REPORT

provisions relating to Annual Reports).
A Listed Entity must include in its annual report and accounts, inter alia;
i) Names of persons who during the financial year were directors of the
Entity.
ii) Principal activities of the Entity and its subsidiaries during the year and
any changes therein.
iii) The names and the number of shares held by the 20 largest holders
of voting and non-voting shares and the percentage of such shares
held.
iv) The Public Holding percentage.
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v) A statement of each director’s holding and Chief Executive Officer’s
holding in shares of the Entity at the beginning and end of each
financial year.
vi) Information pertaining to material foreseeable risk factors of the Entity.
vii) Details of material issues pertaining to employees and industrial

relations of the Entity.
viii) Extents, locations, valuations and the number of buildings of the

Entity’s land holdings and investment properties.
ix) Number of shares representing the Entity’s stated capital.
x) A distribution schedule of the number of holders in each class of

equity securities, and the percentage of their total holdings in the
following categories:
No. of Holders Holdings Total Holdings %
1-1000 shares
1,001-10,000 shares
10,001-100,000 shares
100,001-1,000,000
shares
Over 1,000,000 shares
xi) The following ratios and market price information:
EQUITY
1. Dividend per share
2. Dividend pay out
3. Net asset value per share
4. Market value per share
- highest and lowest values recorded during the financial year
- value as at the end of financial year
DEBT (only if listed)

1. Interest rate of comparable government security
2. Debt/equity ratio
3. Interest cover
4. Quick asset ratio
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5. The market prices & yield during the year
(ex interest)
-Highest Price
-Lowest price
-Last traded price
(as at dd/mm/yy)
6. Any changes in credit rating (for the Entity or any other
instrument issued by the Entity), if applicable.
xii) Significant changes in the Entity’s or its subsidiaries’ fixed assets
and the market value of land, if the value differs substantially from
the book value;
xiii) If during the year the Entity has raised funds either through a public
issue, Rights Issue, and private placement;
a. a statement as to the manner in which the proceeds of such
issue has been utilized.
b. if any shares or debentures have been issued, the number,
class and consideration received and the reason for the issue;
and,
c. any material change in the use of funds raised through an
issue of Securities.
xiv) The following information should be disclosed in respect of each

Employee Share Ownership or Stock Option Scheme.
- Total number of shares allotted during the financial year

- Price at which shares were allotted
- Highest, lowest & closing price of the share recorded during
the financial year
- Details of funding granted to employees (if any)
xv) Disclosures pertaining to Corporate Governance practices in terms

of Rules 7.10.3, 7.10.5 c. and 7.10.6 c. of Section 7 of the Rules.
xvi) Related Party transactions exceeding 10% of the Equity or 5% of

the total assets of the Entity as per Audited Financial Statements,
whichever is lower.
Details of investments in a Related Party and/or amounts due from

a Related Party to be set out separately.
The details shall include, as a minimum:

i. The date of the transaction;
ii. The name of the Related Party;
iii. The relationship between the Entity and the Related Party;
iv. The amount of the transaction and terms of the transaction;
v. The rationale for entering into the transaction.
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For the purpose of Rule 7.6 (xvi):
‘Equity’ shall mean net assets of the Listed Entity excluding

Preference Shares issued by the Entity;
‘Related Party’ shall have the same meaning as defined in Sri Lanka
Accounting Standard 30 (Revised 2005) - Related Party Disclosures.
7.7 SECURITIES CERTIFICATES
Listed Entities shall issue Definitive Certificates in respect of Securities which

are listed in the Exchange, printed in letter press or off-set in 8"x10 1/2" two
tone (colour), preferably rainbow, sensitized 95 gsm security printing paper
with a visible water mark and an invisible print and a border unique to each
Entity.
7.8 DISCLOSURES OF DEALINGS BY DIRECTORS
A Listed Entity shall make an immediate announcement to the Exchange of

disclosures made by a director in terms of Section 200 of the Companies Act,
of any acquisition or disposal of a relevant interest in shares issued by the
Entity.
7.9 LOSS OF CERTIFICATES
The entities shall inform the CDS as and when a report is lodged with the
Entity on any loss of certificates or when the Entity discovers a forgery in a
certificate of the Entity.
7.10 CORPORATE GOVERNANCE
Compliance
a. A Listed Entity shall publish in the annual report relating to the
financial year commencing on or after 01st April 2007 a statement
confirming that as at the date of the annual report they are in
compliance with the Corporate Governance Rules and if they are
unable to confirm compliance, set out the reasons for its inability to
comply.
b. A Listed Entity shall comply with these Corporate Governance Rules
with effect from the financial year commencing on or after 01st April
2008 and the annual report must contain the relevant affirmative
statements.
c. Where a Listed Entity is required by any law applicable to such
Listed Entity to comply with rules on Corporate Governance
promulgated under such law, the board of directors of the Exchange
may exempt such Listed Entity from the requirement to comply with
these Corporate Governance Rules either in full or in part.
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Such Listed Entity shall make disclosures of compliance with
Corporate Governance Rules applicable to that sector and the
annual report must contain the relevant affirmative statements.
7.10.1 NON – EXECUTIVE DIRECTORS
a. The board of directors of a Listed Entity shall include at least,
- two non-executive directors; or
- such number of non-executive directors equivalent to

one third of the total number of directors whichever is
higher.
b. The total number of directors is to be calculated based on the
number as at the conclusion of the immediately preceding Annual
General Meeting.
c. Any change occurring to this ratio shall be rectified within ninety (90)
days from the date of the change.
7.10.2 INDEPENDENT DIRECTORS
a. Where the constitution of the board of directors includes only two

non-executive directors in terms of Rule 7.10.1.a above, both such
non-executive directors shall be ‘independent’. In all other
instances two or 1/3 of non-executive directors appointed to the
board of directors, whichever is higher shall be ‘independent’.
b. The board shall require each non-executive director to submit a

signed and dated declaration annually of his/her independence or
non-independence against the specified criteria. A specimen of the
said declaration is given in Appendix 7A of this Section.
7.10.3 DISCLOSURES RELATING TO DIRECTORS
a. The board shall make a determination annually as to the

independence or non-independence of each non-executive director
based on such declaration and other information available to the
board and shall set out in the annual report the names of directors
determined to be ‘independent’.
b. In the event a director does not qualify as ‘independent’ against any
of the criteria set out below but if the board, taking account all the
circumstances, is of the opinion that the director is nevertheless
‘independent’, the board shall specify the criteria not met and the
basis for its determination in the annual report.
c. In addition to disclosures relating to the independence of a director

set out above, the board shall publish in its annual report a brief
resume of each director on its board which includes information on
the nature of his/her expertise in relevant functional areas.
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d. Upon appointment of a new director to its board, the Entity shall
forthwith provide to the Exchange a brief resume of such director for
dissemination to the public. Such resume shall include information
on the matters itemized in paragraphs (a), (b) and (c) above.
7.10.4 CRITERIA FOR DEFINING ‘INDEPENDENCE’
Subject to Rule 7.10.3 (a) and (b), a non-executive director shall not
be considered independent if he/she:
a. has been employed by the Listed Entity during the period of two
years immediately preceding appointment as director;
b. currently has/had during the period of two (2) years immediately

preceding appointment as a director, a Material Business
Relationship with the Listed Entity, whether directly or indirectly;
c. has a Close Family Member who is a director, Chief Executive

Officer (and/or an equivalent position) in the Listed Entity;
d. has a Significant Shareholding in the Listed Entity;
e. has served on the board of the Listed Entity continuously for a

period exceeding nine (9) years from the date of the first
appointment; provided however, if such director is re-appointed after
a period of two (2) years from the date of completion of the
preceding nine (9) year period, he will be considered as
‘independent’ for the purposes of this Section.
f. is employed in another company or business,
(i) in which a majority of the other directors of the Listed Entity

are employed or are directors; or
(ii) in which a majority of the other directors of the Listed Entity

have a Significant Shareholding or Material Business
Relationship; or
(iii) that has a Significant Shareholding in the Listed Entity or

with which the Listed Entity has a Business Connection;
g. Is a director of another company,

are employed or are directors; or
(ii) that has a Business Connection in the Listed Entity or a

Significant Shareholding;
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h. Has a Material Business Relationship or a Significant Shareholding
in another company or business,

are employed or are directors; and/or
(ii) which has a Business Connection with the Listed Entity or

Significant Shareholding in the same.
For the purposes of Rule 7.10.4;

 Close Family Member shall mean and include the director’s
spouse, parents, grandparents,
children, brothers, sisters,
grandchildren and any person who is
financially dependent on such director.
‘Financially dependent’ individuals
include any person who received more
than half of their support for the most
recent fiscal year from a director
and/or his or her spouse
 Listed Entity shall mean the listed Entity to the
board of which the director is
appointed, its parent and/or subsidiary
company, and a subsidiary of the
parent company.
 Material Business Relationship shall mean a relationship resulting in
income/non-cash benefits equivalent
to 20% of the director’s annual
income.
 Business Connection shall mean a relationship resulting in

transaction value equivalent to 10% of
the turnover of that company or
business.
 Significant Shareholding shall mean a shareholding carrying

not less than 10% of the voting rights
of a company.
7.10.5 REMUNERATION COMMITTEE
A Listed Entity shall have a remuneration committee in conformity with the

following:
a. COMPOSITION
The remuneration committee shall comprise;
of a minimum of two independent non-executive directors (in
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instances where an Entity has only two directors on its
Board);
or
of non-executive directors a majority of whom shall be

independent, whichever shall be higher.
In a situation where both the parent company and the subsidiary are
‘listed Entities’, the remuneration committee of the parent company
may be permitted to function as the remuneration committee of the
subsidiary.
However, if the parent company is not a Listed Entity, then the

remuneration committee of the parent company is not permitted to
act as the remuneration committee of the subsidiary. The subsidiary
shall have a separate remuneration committee.
One non-executive director shall be appointed as Chairman of the

committee by the board of directors.
b. FUNCTIONS
The Remuneration Committee shall recommend the remuneration

payable to the executive directors and Chief Executive Officer of the
Listed Entity and/or equivalent position thereof, to the board of the
Listed Entity which will make the final determination upon
consideration of such recommendations.
c. DISCLOSURE IN THE ANNUAL REPORT
The annual report should set out the names of directors (or persons
in the parent company’s committee in the case of a group company)
comprising the remuneration committee, contain a statement of the
remuneration policy and set out the aggregate remuneration paid to
The Term “remuneration” shall make reference to cash and all non-
cash benefits whatsoever received in consideration of employment
with the Listed Entity. (excluding statutory entitlements such as
Employees Provident Fund and Employees Trust Fund).
7.10.6 AUDIT COMMITTEE
A Listed Entity shall have an audit committee in conformity with the

following:
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a. COMPOSITION
The audit committee shall comprise;
of a minimum of two independent non-executive directors (in

instances where a Entity has only two directors on its board);
or
of non-executive directors a majority of whom shall be

independent, whichever shall be higher.
In a situation where both the parent company and the subsidiary are
‘listed Entities’, the audit committee of the parent company may
function as the audit committee of the subsidiary.
However, if the parent company is not a Listed Entity, then the audit
committee of the parent company is not permitted to act as the audit
committee of the subsidiary. The subsidiary should have a separate
audit committee.
One non-executive director shall be appointed as Chairman of the

committee by the board of directors.
Unless otherwise determined by the audit committee, the Chief

Executive Officer and the Chief Financial Officer of the Listed Entity
shall attend audit committee meetings.
The Chairman or one member of the committee should be a

Member of a recognized professional accounting body.
b. FUNCTIONS
Shall include,
(i) Overseeing of the preparation, presentation and adequacy of

disclosures in the financial statements of a Listed Entity, in
accordance with Sri Lanka Accounting Standards.
(ii) Overseeing of the Entity’s compliance with financial reporting

requirements, information requirements of the Companies
Act and other relevant financial reporting related regulations
and requirements.
(iii) Overseeing the processes to ensure that the Entity’s internal

controls and risk management, are adequate, to meet the
requirements of the Sri Lanka Auditing Standards.
(iv) Assessment of the independence and performance of the

Entity’s external auditors.
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(v) To make recommendations to the board pertaining to
appointment, re-appointment and removal of external
auditors and to approve the remuneration and terms of
engagement of the external auditors.
c. DISCLOSURE IN THE ANNUAL REPORT
The names of the directors (or persons in the parent company’s

committee in the case of a group company) comprising the audit
committee should be disclosed in the annual report.
The committee shall make a determination of the independence of

the auditors and shall disclose the basis for such determination in
the annual report.
The annual report shall contain a report by the audit committee,

setting out the manner of compliance by the Entity in relation to the
above, during the period to which the annual report relates.
7.11 RE- PURCHASE / REDEMPTIONS / MINORITY BUYOUTS
7.11.1 RE- PURCHASE OF SHARES
A Listed Entity may re-purchase its own shares as set out in the
Companies Act and in compliance with the following procedure:
a. The Entity should be authorized by its Articles to re-purchase its

shares.
b. An offer to re-purchase shares shall be, in the first instance, on a

pro-rata basis applicable to all shareholders.
c. Where a shareholder does not accept the offer or accepts the offer
only in part, the Entity is permitted to re-purchase additional shares
from any shareholder. In the event the number of such additional
shares exceeds the maximum number of shares that the entity is
willing to re-purchase, the number of additional shares shall be
reduced on a pro- rata basis.
d. In the first instance, the Entity is required to make an announcement

to the Exchange of the decision of the Board to re-purchase shares,
immediately upon such decision being made. The announcement
shall include -
(i) The maximum number of shares to be re-purchased.

(ii) The price per share at which the re-purchases is to be carried
out.
(iii) The proposed date of commencement and closing of the offer
to re-purchase.
(iv) A certified extract of the relevant Article which authorizes the
Entity to re-purchase its shares.
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e. (i) The circular to shareholders shall include:
1. the price at which the shares are to be purchased,
2. the maximum number of shares to be re-purchased,
3. opening and closing dates of the offer with clear
instructions as to the procedure for acceptance, and;
4. the date of payment.
with a Form for Acceptance attached to the circular.
(ii) At the close of the offer period the Entity shall make the
payment due on the shares in respect of all Acceptances
received up to the date of closing, within ten (10) Market Days
from the date of closing the offer (excluding the date of closing
the offer).
(iii) Acceptees/Offerees shall be entitled to interest (as defined) on
payments not made within this period.
f. Upon payments being made the Entity shall file a declaration with
the Exchange confirming the following and make a request to the
Exchange to cancel the shares:
(i) number of shares re-purchased.

(ii) number of shares in issue and Stated Capital of the Entity
subsequent to the re-purchase.
(iii) the CDS account to which the shares were re-purchased
(for the purpose of cancelling the shares)
The Exchange shall make an announcement in the market.
7.11.2 REDEMPTION OF SHARES
a. An Entity may redeem its shares where the terms of issue specified
such redemption as set out in the Companies Act.
b. The Entity shall, immediately upon an occurrence which requires

redemption of shares, make an announcement to the Exchange. Such
announcement shall include:
(i) Total number of shares to be redeemed.
(ii) Number of shares in issue and Stated Capital of the Entity
subsequent to the redemption of shares.
(iii) Consideration to be paid.
(iv) Circumstances under which the redemption is to be carried
out.
c. Upon payments being made in respect of the shares redeemed, the

Entity shall make an immediate disclosure to the Exchange on the
following and make a request to the Exchange to cancel the shares:
(i) Total number of shares redeemed.

(ii) Number of shares in issue and Stated Capital of the Entity
subsequent to the redemption of shares.
(iii) Consideration paid and a confirmation to the effect that such
consideration has been duly dispatched
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7.11.3 MINORITY BUYOUTS
In the event of a purchase of shares under Sections 93 and 100 of the

Companies Act, an Entity shall, immediately upon an occurrence which
requires the Entity to buy-out shares, make an announcement to the
Exchange. Such announcement shall include the total number of shares to
be purchased, the name/s of the persons from whom the shares will be
purchased, the name/s of the person/s who will purchase the shares (if
applicable) and the circumstances under which the shares have to be
purchased.
The Entity shall disclose to the Exchange immediately upon the completion
of such purchase of shares, the total number of shares purchased, the
name/s of the persons from whom the shares were purchased, the name/s
of the person/s who purchased the shares (if applicable) and the
circumstances under which the shares had to be purchased.
In the event such shares are purchased by the Entity, upon payments being
made the Entity shall file a declaration with the Exchange confirming the
following and make a request to the Exchange to cancel the shares:
(i) number of shares purchased.

(ii) number of shares in issue and Stated Capital of the Entity
subsequent to the minority buyout.
(iii) the CDS account to which the shares were purchased (for
the purpose of cancelling the shares).
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APPENDIX 7A
SPECIMEN DECLARATION
I, ….....……full name ………….. of ……place of residence ………………

being a Christian make oath and say /not being a Christian solemnly,
sincerely and truly affirm and declare as follows in terms of rule …… of the
Listing Rules:
a. I am a non-executive director of ………………………..(Entity) being so

appointed on …………..
b. I have been / have not been employed by the Listed Entity*, during the
period of two years immediately preceding my appointment as director of
the Entity.
c. I currently have / do not have a Material Business Relationship with the

Listed Entity, directly or indirectly.
d. I had / did not have during the period of two years immediately preceding
appointment as director, a Material Business Relationship with the Listed
Entity, directly or indirectly.
e. I have / do not have a Close Family Member(s) who is a director or Chief

Executive Officer (or equivalent position) in the Listed Entity;
f. I have / do not have a Significant Shareholding in the Listed Entity;
g. I have / have not served on the Board of the Listed Entity for a period
exceeding nine years from the date of the first appointment;
h. I am / am not employed in another company or business,
(i) in which a majority of the other directors of the Listed Entity are
employed or are directors; or
(ii) in which a majority of the other directors of the Listed Entity have
a Significant Shareholding or Material Business Relationship; or
(iii) that has a Significant Shareholding in the Listed Entity or with

which the Listed Entity has a Business Connection;
i. I am / am not a director of another company,
employed or are directors; or
(ii) that has a Business Connection in the Listed Entity or a

Significant Shareholding;
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j. I have / do not have a Material Business Relationship or a Significant
Shareholding in another company or business,
employed or are directors; and/or
(ii) which has a Business Connection with the Listed Entity or

Significant Shareholding in the same;
k. Disclosure of such other information which the applicant believes could

reasonably be construed to have a bearing on the independence of such
director.
* Listed Entity as referred to in this declaration shall be the Listed Entity to

the Board of which the director is appointed and would include any
parent or subsidiary company of the Listed Entity and any subsidiary of
the parent company.
…………………
(Sgd.)
……………….
Director
Date:
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APPENDIX 7B
a) Additional Notes
- Liability to management fees or any other similar expenditure not

provided for in the interim accounts
- Any material change in the use of funds raised through an

IPO/Rights/Debenture Issue
- The names and the number of shares held by the 20 largest holders
of voting and non-voting shares and the percentage of such shares
held
- The Public Holding percentage
- A statement of each director’s holding and Chief Executive Officer’s

holding in shares of the Entity
- Number of shares representing the Entity’s stated capital.

b) Listed Entities should include the following in the Interim Financial
Statements (quarterly or half yearly as applicable)
Current Interim Period
Net Asset Value

Per share Current Period
Share price during

the Interim Period
- Highest price Current Period
- Lowest price Current Period
- Last traded price Current Period
c) Entities listed on the Debt Securities Board should include the following in
the Interim Financial Statements (quarterly)
Current Interim Period
Debt/equity ratio Current Period
Quick asset ratio Current Period
Interest cover Current Period
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Interest yield as at date Current Period
of last trade (dd/mm/yy)
Yield to maturity of trade Current Period

done on (dd/mm/yy)
Interest Rate of
comparable Government
security Current Period
The market prices

during the year/half year
(ex interest)
- Highest price Current Period
- Lowest price Current Period
- Last traded price Current Period
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SECTION 8
CORPORATE DISCLOSURE
8.1 IMMEDIATE DISCLOSURE OF PRICE SENSITIVE INFORMATION
a. A Listed Entity shall make immediate disclosure of price sensitive

information to the Exchange in order to ensure the maintenance of a
fair and orderly securities market.
b. For the purposes of this Section ‘price sensitive information’ in

relation to any listed Securities of an Entity is a reference to
information which:-
(i) relates to specific matters relating to, or of concern (directly or

indirectly) to the Entity and;
(ii) is not generally known to those persons who are accustomed

or would be likely to deal in those listed Securities but which
would if it were generally known to them be likely to affect
materially the price of the listed Security.
Such information includes, but is not limited to, information known to

the Entity, concerning the Entity’s property, assets, business,
financial condition and prospects; mergers and acquisitions; and
dealings with employees, suppliers and customers; material
contracts or development projects, whether entered into in the
ordinary course of business or otherwise; as well as information
concerning a significant change in ownership of the Entity’s
Securities owned by insiders, or a change in effective or voting
control of the issuer, and any developments that affect materially the
present or potential rights or interests of the issuer's shareholders.
Refer Appendix 8A of the Rules for some events which are likely to
require immediate disclosure to the Exchange.
c. The Exchange does not normally consider disclosure of an Entity’s

internal estimates or projections of its earnings or of other data
relating to its affairs to be necessary. If such estimates or projections
are released, they should be prepared carefully, on a reasonable
factual basis, and should be stated realistically with appropriate
qualifications. Should subsequent developments indicate that actual
performance will not be reflective of prior estimates or projections,
they shall be promptly reported with adequate explanation of the
reasons for the variance.
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8.2 ANNOUNCEMENT TO THE EXCHANGE
a. Disclosure of price sensitive information should be made by way of

an announcement to the Exchange. Such announcement shall be in
writing, and shall be signed by an authorized officer of the Entity.
To facilitate the dissemination of information, copies of the
announcement may be made simultaneously to the news media.
Under no circumstances should disclosure of price sensitive

information be made on an individual or selective basis to analysts,
shareholders or other persons unless such information has previously
been disclosed and disseminated to the Exchange.
b. Content of Announcement:
Each announcement shall:-
(i) be balanced and fair, be factual, clear and concise;
(ii) avoid over-technical language, and should be expressed to

the extent possible in language comprehensible to the
layman;
(iii) contain sufficient quantitative information to allow investors

to evaluate its relative importance to the activities of the
Entity. Thus, the announcement should avoid:-
- omission of important unfavorable facts, or the slighting
of such facts;
- presentation of favorable possibilities as certain, or as
more probable than is actually the case;
- presentation of projections without sufficient qualification
or without sufficient factual basis;
(iv) avoid negative statements phrased to create a positive

implication;
(v) avoid the use of promotional jargon calculated to excite

rather than to inform; and
(vi) explain the consequences or effects of the information on

the Entity’s future prospects. If the consequences or effects
cannot be assessed, explain why.
8.3 WHERE INFORMATION MAY BE WITHHELD BY THE ENTITY
The Exchange recognizes that in the following circumstances disclosures

may be withheld for bona fide purposes. However, such situations constitute
an infrequent exception to the normal requirement of immediate public
disclosure. Hence, in cases of doubt, the presumption must always be in
favour of disclosure:
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a. when immediate disclosure could prejudice the ability of the Entity to
pursue its corporate objectives or a bona fide transaction that is
contemplated.
b. when the facts are in a state of flux and a disclosure could be counter
productive and could mislead the public and the market.
c. when the Entity is holding negotiations with a third party and has not
reached an agreement in-principle on the relevant transaction.
Whenever price sensitive information is withheld on the aforesaid basis the

Entity must ensure that strictest confidentiality is maintained of such
information and that access to such information is to be granted only on a
“need to know” basis. The Entity should also ensure that any persons with
access to such unpublished price sensitive information should not trade in
the Securities of the Entity and any connected Entity of which Securities
may be affected by such information. The Entity must be prepared to make
an immediate public announcement if required by the Exchange. In the
event that rumours concerning such information or the Entity should
develop, immediate public disclosure is required.
8.4 CLARIFICATIONS ON UNUSUAL TRADING ACTIVITIES IN A LISTED SECURITY
a. Where there is an unusual price movement or trading activity in the

listed Security of an Entity without any apparent publicly available
information, the Entity shall respond promptly to any inquiries made
by the Exchange.
b. The aforesaid requirement to respond to inquiries of the Exchange

does not limit or qualify the responsibility of an Entity to unilaterally
respond to unusual price movements or trading activities in its listed
Securities.
8.5 CLARIFICATIONS OF RUMORS OR REPORTS
a. Where there is a rumor or a report pertaining to an Entity, the Entity

shall respond promptly to any inquiries made by the Exchange.
b. The aforesaid requirement to respond to inquiries of the Exchange

does not limit or qualify the responsibility of an Entity to unilaterally
respond to any rumors or reports.
8.6 TRADING BY CONNECTED PARTIES
Connected persons should not trade on the basis of price sensitive

information that has not been disclosed to the public. Moreover, connected
persons shall not trade in the Securities of the Listed Entity even after release
of the information to the Exchange for a period, which should not be less than
two (02) Market Days after the release of the information to permit thorough
public dissemination and evaluation thereof. In computing this period of two
(02) Market Days, the day on which disclosure is made will be excluded.
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For the purposes of this Rule, an individual is connected with an Entity if, and
only if:-
a. he is a director of that Entity or a related Entity or his spouse and

children under 18 years of age;
or
b. he occupies a position as an officer (other than director) or employee

of that Entity or a related Entity or a position involving a professional
business relationship between himself (or his employer or an Entity of
which he is a director) and the first Entity or a related Entity which in
either case may reasonably be expected to give him access to
information which, in relation to Listed Securities of either Entity, is
unpublished price sensitive information and which it would be
reasonable to expect (a person in his position not to disclose except)
for the proper performance of his function.
8.7 RELEASE OF INFORMATION ISSUED BY A REGULATORY AUTHORITY
The Exchange may release any information issued by a Regulatory

Authority in relation to a Listed Entity, if, in the opinion of the Exchange,
such release is necessary to safeguard the interests of the investing public.
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APPENDIX 8A
SOME EVENTS REQUIRING IMMEDIATE DISCLOSURE
The following events, while not comprising a complete list of all the situations
which may require disclosure, are likely to require immediate disclosure (subject to
materiality):
1. non payment of interest on the ‘due date’ on account of Debt Securities.
2. non payment of capital on the redemption date on account of Debt

Securities.
3. joint ventures, mergers, acquisitions or take-overs.
4. a decision to declare dividends.
5. any decision to change the stated capital of the Listed Entity including
reduction of stated capital, Rights Issues, issue of shares credited as fully
paid up by way of capitalization of reserves, redemptions, repurchases,
minority buy-outs by the Entity and issue of shares of a class which is not
already listed (irrespective of whether the company proposes or does not
propose to obtain a listing for such shares issued).
6. change in the Directors, Company Secretary, Registrars or Auditors of the

Entity.
7. full details of any trade which amounts to 10% or more of the voting rights of
the Entity.
8. a change in control of the Entity.
9. change of address of the registered office of the Entity or of any offices at

which the register of the Securities of the Entity is kept.
10. a call of Securities for redemption.
11. an event of default on interest and/or principal payments in respect of loans

not paid within thirty (30) days.
12. appointment, resignation, suspension or removal of the Chief Executive

Officer
13. occurrence of any event which would result in the winding up of the Entity or
any of its subsidiaries or the appointment of a receiver or liquidator of the
Entity or any of its subsidiaries.
14. details of guarantees and sureties granted if the total exceeds 20% of the
Listed Entity’s net worth as per the Balance Sheet Value. Entities shall only
report those guarantees and sureties granted beyond the regular course of
business.
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15. alteration or amendment of the rights and privileges of any unlisted Securities
issued by the Entity.
16. a tender offer for another Entity’s Securities.
17. any changes in the corporate purpose and any material alterations in the
Entity’s activities or the initiation of new activities.
18. any major transaction as defined in Section 185 of the Companies Act.
19. any decision to summon a meeting of the Board by a Director in the event of
insolvency in terms of Section 219 of Companies Act.
20. any decision to summon an Extraordinary General Meeting by directors in the

event of serious loss of capital in terms of Section 220 of the Companies Act.
21. the acquisition or loss of a contract.
22. a change in capital investment plans.
23. a labour dispute or dispute with sub-contractors or suppliers that will have a
material impact on the Entity
24. any investment that will have a material impact on the Entity
25. judicial or quasi judicial actions of any nature initiated by or against the Entity
which are of material importance
26. any Licensing or Franchising Agreement or its cancellation which may

materially affect the Entity’s operations.
27. any occurrence of an event of default under the terms and conditions of any
issue of debentures, promissory notes, bonds or any other Security issued by
the Entity.
28. any acquisition of voting rights which results in the Entity becoming the
holding Entity.
29. Related Party transactions exceeding 10% of the Equity or 5% of the total
assets of the Entity as per the latest Audited Financial Statements,
whichever is lower.
Details of investments in a Related Party and/or amounts due from a

Related Party to be set out separately.
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The details shall include, as a minimum:
i. The date of the transaction;

ii. The name of the relevant Related Party;
iii. The relationship between the Entity and the Related Party;
iv. The amount of the transaction and terms of the transaction;
v. The rationale for entering into the transaction.
For the purpose of item 29 of Appendix 8A:
‘Equity’ shall mean net assets of the Listed Entity excluding Preference
Shares issued by the Entity;
‘Related Party’ shall have the same meaning as defined in Sri Lanka
Accounting Standard 30 (Revised 2005) - Related Party Disclosures.
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SECTION 9
ENFORCEMENT
9.1 NON-COMPLIANCE WITH LISTING RULES
In the event of any violation and/or non-compliance with any of the Rules of
the Exchange by any Entity whose Securities are listed on the Exchange, the
Exchange shall transfer the Securities of such Entity to the “Default Board”
and may publicly reprimand such Entity and/or suspend trading of Securities
of such Entity for any period of time and/or delist the Entity from the
Exchange.
If an Entity fails to pay interest on the Debt Securities listed on the Exchange
on the ‘due date’ the Securities shall be transferred to the “Default Board”.
9.2 TRANSFER TO THE DEFAULT BOARD
Prior to transferring the Securities of the Entity to the Default Board the
Exchange shall inform the Entity, in writing, of the default and that the
Securities of the Entity would be transferred to the Default Board.
The Securities shall be transferred out of the Default Board upon the Entity
complying with the relevant Listing Rules.
In the event the Security continues to be on the Default Board for a period in
excess of one (01) month, the Exchange, in consultation with the SEC, shall
have the right to issue a press notice informing the public of the nature of the
violation.
If the Securities continue to be on the Default Board for a period in excess of

three (03) months from the date of transferring the Securities of the Entity to
the Default Board, the Exchange, at its discretion, may refer the matter to the
SEC for necessary action.
9.3 TRADING HALTS AND SUSPENSIONS
a. TRADING HALTS
The Exchange may at its discretion impose a Trading Halt on the

Securities of a Listed Entity in the following instances:
(i) Prior to an announcement of any price sensitive information of

a Listed Entity.
(ii) To obtain a clarification from the Entity on a rumour/report

regarding the Entity.
(iii) When an unusual movement in price/volume of a security is

noted.
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(iv) If the Exchange deems it necessary for the purpose of
disseminating information.
(v) To do so upon being directed by the SEC.
The duration of a Trading Halt will be determined by the Exchange

or the SEC as the case may be and may be extended beyond one
Market Day.
b. SUSPENSIONS
The Exchange may at any time suspend the trading of Securities of a

Listed Entity if in the Exchange’s opinion any of the following applies:
(i) The Entity is unable or unwilling to comply with, or violates, a

Listing Rule
(ii) The Exchange’s Rules require the suspension
(iii) By operation of law
The SEC may at its sole discretion direct the Exchange to suspend
the Securities of any Listed Entity.
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SECTION 10
FEES
The fees set out in this Section do not include the Value Added Tax (VAT) or any
other taxes that are imposed by the Relevant Authorities.
10.1 EQUITY
a. INITIAL LISTING FEE
The initial listing fee payable when the shares of an Entity are listed on
the Exchange shall be Rs.150,000/-.
Fees shall be payable with the application and are non-refundable

whether or not a listing is granted.
b. LISTING FEE FOR FURTHER ISSUE OF SECURITIES
Where the listing is for a further issue of Securities by way of a Rights

Issue of shares, issue of shares credited as fully paid-up by way of a
capitalization of reserves, private placement, Employee Share
Ownership Plan (ESOP), share swaps, scrip dividend or issue of
Warrants the fee payable shall be Rs.50,000/-.
Where the listing is for a further issue of shares by way of a public

subscription the fee payable shall be Rs.75,000/-.
Where the listing is for a further issue of shares of a class which is not
already listed the fee payable shall be Rs.50,000/-.
Fees shall be payable with the application and are non-refundable

whether or not a listing is granted.
C. ANNUAL LISTING FEES
Annual fee shall be Rs. 50,000/- or 0.003% of the market

capitalisation of the Listed Entity as at 31st December of the year
immediately preceding, whichever is higher, subject to a Maximum
of Rs. 1,000,000/-.
Listed Entities shall pay the annual listing fee to the Exchange on or
before the 15th day of February in each calendar year.
If the listing is granted during the year, the fee payable shall be pro-
rated.
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10.2 DEBT
The initial listing fee payable when the Debt Securities of an Entity are
listed on the Exchange shall be Rs.100,000/-.
b. ANNUAL LISTING FEES
An Entity which has listed its Debt Securities on the Exchange shall
pay an annual fee of Rs.50,000/- to the Exchange on or before the
15th day of February in each calendar year.
rated.
10.3 FUNDS
There is no fee charged by the Exchange when the units of a Fund

are listed on the Exchange.
b. ANNUAL LISTING FEES
When units of a Fund are listed on the Exchange the annual listing fee
payable by the Managing Company to the Exchange on or before the
15th day of February in each calendar year shall be Rs. 50,000/-.
rated.
10.4 SERVICE CHARGES PAYABLE TO CDS
All entities whose Equity and Debt Securities are listed on the Exchange
shall pay to the CDS a service charge of Rs. 15/- for each transaction of its
Securities traded on the Exchange within 10 Market Days of the notification
by the CDS. Such service charge shall be for the clearing function provided
by the CDS.
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Listing Rules 7th October 2010..

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Listing Rules

October 7th 2010

Section 2 … Initial Listing of Securities

Section 3 … Contents of Prospectus/Introductory

Section 5 … Further Issue of Securities

Section 6 … Articles of Association or other Corresponding

Section 7 … Continuing Listing Requirements

Section 8 … Corporate Disclosure

CDS : means the Central Depository Systems (Pvt.) Ltd.,

Exchange : means the Colombo Stock Exchange

Family : means spouse and children under 18 years of age.

Fund : means any fund, which is managed by a Managing

Interest : means the last quoted Average Weighted Prime

Listed Entity : means an Entity which has its shares or Debt

Managing : means any company licensed by the SEC for

Public Holding(s) : means shares of a Listed Entity held by any person

a) its parent, subsidiary or associate companies

c) Chief Executive Officer, his/her spouse and

d) any single shareholder who holds 10% or

SEC : means Securities and Exchange Commission of Sri

SEC Act : means the Securities and Exchange Commission of

Securities : mean debentures, stocks, shares, funds, bonds or

shares : reference to ‘shares’ means shares issued by an Entity

Other Class of Shares : reference to ‘Other Class of Shares’ means shares

Substantial : means 10% or above.

Rule/s : means these Listing Rules and CDS Rule/s.

The Colombo Stock Exchange (Exchange) offers a market for trading in

An Entity is referred to as a “Listed Entity” upon its shares and/or Debt

These Rules govern the listing of Securities on the Exchange and

It is the duty of the Board of Directors of a Managing Company of a Fund to

By virtue of Rule 3 of the SEC Rules, 2001 published in the Extraordinary

1.1 INITIAL LISTING

1.2 APPLICABILITY OF THE RULES

(c) The Securities that may be eligible to be listed shall be decided by

(e) If an Entity or a Managing Company does not comply with the

1.3.1 SECURITIES (SHARES AND DEBT)

(a) OFFER FOR SUBSCRIPTION

Units of a Fund may be listed on the Exchange through an Offer for

LISTING UNDERTAKING BY …[enter name of Entity]...

To: The Colombo Stock Exchange

We (name of Entity) being a Listed Entity and duly incorporated/established and

(i) to be bound by the applicable Rules and Circulars of the Colombo

We submit herewith a certified copy of the Certificate of Registration issued by the

Note: please attach a copy of the Board Resolutions/Power of Attorney in proof of

LISTING OF SHARES AND DEBENTURES

2.1 LISTING OF SHARES

2.1.1 GENERAL REQUIREMENTS

c. In the event shares are to be listed by way of an Introduction, such shares

2.1.2 ELIGIBILITY TO BE LISTED ON THE MAIN BOARD*

a. The applicant Entity’s Stated Capital representing shares for which a

2.1.3 ELIGIBILITY TO BE LISTED ON THE DIRI SAVI BOARD*

b. Public Holding of 10%.

An application for an initial listing shall include the following documents:

a. An Initial Listing Application which conforms to Appendix 2A of these

b. The Certificate of Incorporation or a document equivalent thereto where

c. The Articles of Association or any document equivalent thereto where

d. An extract of the Board Resolution certified by the Company Secretary,

e. A Board Resolution authorising the Initial Listing Application certified by

f. The ‘Listing Undertaking’ duly perfected in conformity with Appendix 2B.

g. A certified copy of every letter, report, balance sheet, valuation,

h. In the case of an Offer for Subscription or an Offer for Sale a draft

i. In the case of an Introduction a draft Introductory Document prepared in