1 03 2012 listing rules

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Listing Rules

(Includes amendments up to 1st

March 2012)

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CONTENTS

Definitions

Introduction

Section 1 General

Section 2 Initial Listing of Securities

Section 3 Contents of Prospectus/IntroductoryDocument

Section 4 Funds

Section 5 Further Issue of Securities

Section 6 Articles of Association or other CorrespondingDocuments

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 anyamendment thereto

Entity : meansa) a public company incorporated under the

Companies Act or any other previousCompanies Acts

b) a company incorporated outside Sri Lankac) 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 ManagingCompany licensed by the SEC in accordance withthe provisions of the SEC Act, the provisions of UnitTrust Code 2004 (as amended) and the directivesissued by the SEC from time to time, the units ofwhich are listed/sought to be listed on theExchange.

Interest : means the last quoted Average Weighted Prime

Lending Rate (AWPLR) published by the CentralBank of Sri Lanka plus 5%.

Listed Entity : means an Entity which has its shares or DebtSecurities listed on the Exchange.

Managing : means any company licensed by the SEC forCompany the purpose of managing a Fund.

Market Day : means any day on which the Exchange is open fortrading.

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 companiesor any subsidiaries or associates of its parentcompany; and,

b) its directors who are holding office as directorsof the Entity, their spouses and children under18 years of age; and,

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c) Chief Executive Officer, his/her spouse andchildren under 18 years of age; and,

d) any single shareholder who holds 10% or moreof the shares.

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

SEC Act : means the Securities and Exchange Commission of SriLanka Act No. 36 of 1987 (as amended).

Securities : mean debentures, stocks, shares, funds, bonds ornotes issued or proposed to be issued by anyGovernment or of any body, whether corporate orunincorporated, including any rights, options orinterests (whether described as units or otherwise)therein or in respect thereof or any other instrumentscommonly known as securities, but does not includebills of exchange or promissory notes or certificate ofdeposits issued by a bank;

shares : reference to sharesmeans shares issued by an Entitywhich are fully paid, free from all lien, freely transferableand 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 ofthe surplus assets of the company onliquidation.

Other Class of Shares : reference to Other Class of Shares means sharesissued by an Entity which are fully paid, free from alllien, freely transferable and issued in terms of Section49 (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, issuenew units or redeem units in issue until the liquidation ofsuch 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 inSecurities.

An Entity is referred to as a Listed Entity upon its shares and/or DebtSecurities being listed on the Exchange.

These Rules govern the listing of Securities on the Exchange and continuinglisting requirements in order to ensure the creation and maintenance of amarket in which Securities can be issued and traded in an orderly and fairmanner and which secures efficiency and confidence of all stakeholders inthe operation and conduct of the market.

It is the duty of the Board of Directors of an Entity to ensure that all thelisting requirements are met on a continuing basis so long as its Securitiesremain listed on the Exchange.

It is the duty of the Board of Directors of a Managing Company of a Fund toensure that all the listing requirements are met on a continuing basis so longas units of such Fund are listed on the Exchange.

By virtue of Rule 3 of the SEC Rules, 2001 published in the ExtraordinaryGazette No. 1215/2 dated December 18, 2001, a violation of these Ruleswould 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 underSections 2, 3, 4 and 5and 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 listingundertaking as set out in Appendix 1A, which shall constitute a bindingcontract between the applicant and the Exchange. The Listing Rulescreate obligations, which are additional and complementary tostatutory obligations.

(b) An applicant Entity should in the first instance, list its shares, prior toapplying 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 ofEntities listed prior to these Rules coming into operation, andManaging Companies of Funds shall be bound by these Rules, andany addition, alteration or amendment to these Rules as may bemade from time to time.

(b) All Entities whose Securities are listed are required to forward to theExchange within three (03) months of coming into operation of theseRules, a listing undertaking as set out in Appendix 1A along with theCertificate of Registration issued by the Registrar General ofCompanies, in terms of Section 485 (6) of the Companies Act.

(c) The Securities that may be eligible to be listed shall be decided bythe Exchange from time to time.

(d) The Exchange has the absolute discretion to accept or reject anylisting application and in the administration of these Rules. TheExchange may also require or impose additional requirements orconditions on applicants for listing or on Entities whose Securities arelisted.

(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

1.3.1SECURITIES (SHARES AND DEBT)

(a) OFFER FOR SUBSCRIPTIONAn Offer for Subscription is an invitation to the public by or on behalf ofan Entity to subscribe for its Securities.

(b) OFFER FOR SALEAn Offer for Sale is an invitation to the public by, or on behalf ofholder(s) or allottee(s) to subscribe for its Securities already in issue.

(c) INTRODUCTIONAn Introduction is the listing of the Securities of an Entity on theExchange without the requirement of an initial public offering.

Note: Pursuant to the SEC Directive dated 2

nd

March 2012(SEC/LEG/12/03/07) listing of equity by way of an Introductionwill not be permitted for applications submitted to the CSE after31stMarch 2012.

1.3.2 FUNDS

Units of a Fund may be listed on the Exchange through an Offer forSubscription 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, WorldTradeCenterEchelon SquareColombo 1

We (name of Entity) being a Listed Entity and duly incorporated/established andhaving 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 Exchangeand at the sole discretion of the Exchange.

We submit herewith a certified copy of the Certificate of Registration issued by theRegistrar 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 ofsuch 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 allshares issued and to be issued by the Entity.

(b) In the event of Offer for Subscription or Offer for Sale shares shall beissued for cash only.

(c) In the event shares are to be listed by way of an Introduction, such sharesshould have been allotted at least six (06) months prior to the date of

application to the Exchange, unless such shares have been offered interms of a Prospectus as required by the Companies Act.

2.1.2 ELIGIBILITY TO BE LISTED ON THE MAIN BOARD

(a) Stated Capital of not less than Rupees Five Hundred Million (Rs.500,000,000/-) at the time of listing,

(b) Net profit after tax for three (3) consecutive years immediately preceding thedate of application,

(c) Positive Net Assets as per the consolidated audited financial statements for

the last two (2) financial years immediately preceding the date ofapplication, and,

(d) A minimum Public Holding of 25% of the total number of shares for whichthe listing is sought which shall be in the hands of a minimum number of1,000 public shareholders holding not less than 100 shares each. TheExchange may accept a percentage lower than 25% of the total number oflisted shares if the Exchange is satisfied that such lower percentage issufficient for a liquid market in such shares.

2.1.3 ELIGIBILITY TO BE LISTED ON THE DIRISAVI BOARD

a. Stated Capital of not less than Rupees Hundred Million(Rs.100, 000,000/-)

at the time of listing,

b. Positive Net Assets as per the consolidated audited financial statementsfor the financial year immediately preceding the date of application,

c. A minimum Public Holding of 10% of the total number of shares for whichthe listing is sought which shall be in the hands of a minimum number of100 public shareholders holding not less than 100 shares each, and,

d. An operating history of at least one (1) year immediately preceding the

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date of application.

For the purposes of Rules 2.1.2c and 2.1.3b Net Assets shall mean total assets afterdeducting total liabilities, preference share capital and advance against share capital.

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 theseRules.

b. The Certificate of Incorporation or a document equivalent thereto wherethe Entity is incorporated/established/situated outside Sri Lankaor is aStatutory Corporation, certified by the Secretary of the Entity to be a truecopy.

c. The Articles of Association or any document equivalent thereto where theEntity is incorporated / established/ situated outside Sri Lanka or is aStatutory Corporation certified by the Company Secretary to be a truecopy. The Articles or equivalent document must have incorporated theadditional clauses as set out in Section 6 of these Rules, which clausesshall 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 areto be issued is fair and reasonable to the Entity and to the shareholdersas required by the Companies Act.

e. A Board Resolution authorising the Initial Listing Application certified bythe 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 / IntroductoryDocument.

h. In the case of an Offer for Subscription or an Offer for Sale a draftProspectus prepared in compliance with Rule 3.1 of Section 3 of theRules;

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

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2.2 LISTING DEBT

2.2.1 GENERAL REQUIREMENTS

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 Offerfor

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 priorto the listing application, unless such Debt Security has been offered interms of a Prospectus as required by the Companies Act.

c. ELIGIBILITY TO BE LISTED ON THE MAINBOARD

(i) The applicant Entity shall provide a guarantee for the repaymentof capital and interest from;

a bank licensed by the Central Bank of Sri Lanka and having anA rating or a rating equivalent or better thereto obtained froma rating agency registered with the SEC or

an international multilateral or bilateral or other agencyacceptable to the Exchange

or

(ii) The Debt Security shall have an investment grade rating for theSecurities to be listed obtained from a rating agency registeredwith the SEC.

d. ELIGIBILITY TO BE LISTED ON THE SECOND BOARD

The applicant Entity shall have been in business for a minimumperiod of three (3) years, immediately preceding the date of applicationand shall obtain a rating for the Securities to be listed from a ratingagency registered with the SEC.

e. APPOINTMENT OF A TRUSTEE

(i) The applicant Entity shall appoint a Trustee for the benefit of theholders of Debt Securities, which are to be listed.

(ii) The Trustee shall be incorporated and is required to have aminimum stated capital of Rs. 25 million or the equivalentthereof in any other currency in the event the company isincorporated outside Sri Lanka.

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(iii) The Trustee company shall have employees having therequisite educational and professional experience as set outbelow:

Employees of the Trustee company who are carrying outtrustee functions shall possess educational/professionalqualifications and experience as set out in (A) or (B) below:

(A) A minimum of one (1) employee shall be a Member ofa recognized accounting body/holder of a degree inAccountancy, Economics or Finance from arecognized university and having two (2) yearsexperience 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 recognizeduniversity, and having two (2) years experience inhandling trustee functions,

or,

(B) a minimum of two (2) employees shall have at leastseven (7) years experience in handling trusteefunctions.

(iv) The directors and employees of the Trustee company soappointed shall meet the Fit & Proper criteria approved by theSEC in the context of Market Intermediaries, as reproduced

below.

The directors and employees of the Trustee company carryingout 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 thecommission of any act which involves fraud, deceit ordishonesty 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

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(III) by any professional association which in theopinion of the SEC is of an established andcredible stature.

(v) Any conflict of interests which may arise between the Trustee/itsdirectors and the applicant Entity shall be disclosed in theProspectus/Introductory document.

f. CERTIFICATION OF TRANSFERABILITY:Debt certificates shall bear the following certification:

These Debt Securities shall be freely transferable and registration ofsuch transfer shall not be subject to any restrictions save and except tothe extent required for compliance with statutory requirements.

g. Debt Securities with a right of conversion to another class ofSecurities by an Entity Listed/Unlisted

Where an Entity proposes to issue Debt Securities (referred to herein forpurposes of clarity as Primary Securities) with a right of conversion toanother class of Securities (referred to herein for purposes of clarity asSecondary Securities) for which a listing would be sought, the Entity shallobtain a listing in principle for the Secondary Securities arising from suchconversion at the time of listing the Primary Securities.

The Listed Entity shall obtain shareholder approval by way of a SpecialResolution 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 theSecurities 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 theseRules.

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

the Entity is incorporated / established outside Sri Lankaor is a StatutoryCorporation, certified by the Secretary of the Entity to be a true copy

c. The Articles of Association or any document equivalent thereto where theEntity is incorporated / established /situated outside Sri Lanka or is aStatutory Corporation certified by the Secretary of the Entity to be a truecopy. The Articles or equivalent document must have incorporated theadditional clauses as set out in Section 6 of these Rules, which clausesshall take precedence if there are any conflicting articles.

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d. A Board Resolution authorising the Initial Listing Application certified bythe 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 / IntroductoryDocument.

g. A copy of the Trust Deed prepared in compliance with Appendix 3B tothese Rules, Guarantee Agreement and Debenture Certificate each indraft form.

h. A Declaration by the Entity confirming that the Entity has complied withthe requirements of the Companies Act and the requirements set out inRule 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 draftprospectus prepared in compliance with Rule 3.2 of Section 3 of theseRules

j. In an Introduction a draft Introductory Document prepared in compliancewith Rule 3.3 of Section 3 of the Rules.

k. The relevant Fees payable to the Exchange for the listing as prescribedby Section 10 of the Rules.

2.3 APPROVAL FROM THE EXCHANGE

The application may be approved pending and subject to due compliance ofthe requirements as set out in these Rules and of such other additionalrequirements 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 orin any document by which the Securities of the Entity are offered to the publicfor 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 individuallyresponsible for the accuracy and completeness of the informationgiven in the prospectus.

b. The Entity shall ensure that no offer is made to the public of its Securitiesor any intimation given thereof to the public until approval for the listing ofSecurities is obtained from the Exchange.

c. The Entity shall ensure that there is no contradiction or misstatement

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between the prospectus and the content of any advertisement publishedin connection with the Initial Public Offering (IPO). The advertisementsshall be submitted to the Exchange for approval prior to publication.

d. The subscription list should open within twenty (20) Market Days from thedate of receiving approval from the Exchange.

e. Copies of the prospectus and application forms relating to the offer shallbe made available to the member firms and trading members of theExchange and public at least seven (7) Market Days before the date ofopening of the subscription list. It shall be the responsibility of the Entityto arrange for adequate supply of prospectus and application forms.

f. The offer period shall comprise of not more than fourteen (14) MarketDays 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 bebanked until the day after the closure of the subscription list unless theapplicant Entity undertakes to pay Interest (as defined) on paymentsreceived from the date of realization of the cheque up to the date ofallotment 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 theclosing date of the period for subscription the Entity shall inform theExchange in writing immediately of such fact and the subscription list

shall be closed on the same day at 16:30 hours with the notification tothe Exchange.

k. The Entity shall arrange for the refund payments due on applicationsrejected either in full or in part as expeditiously as possible but notexceeding ten (10) Market Days from the date of closing the issue(excluding the date of closure of the issue). Applicants for shares andDebt shall be entitled to Interest (as defined) on any refunds not madewithin this period. If the applicant has provided accurate and completedetails of his bank account in the application, the Entity shall make suchrefund payments to the bank account specified by the applicant, throughSri Lanka Inter Bank Payment System (SLIPS) and a payment adviceshall be issued to the applicant. If the applicant has not provided detailsof his bank account in the application, the Entity shall make such refundpayments to the applicant by way of a cheque.

l. The Entity shall credit the investors CDS accounts with the Securitiesallotted within a period of eighteen (18) Market Days from the date ofclosure of the subscription list and shall dispatch the share/debenturecertificates within a period of twenty five (25) Market Days from the dateof closure of the subscription list.

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m. Upon the completion of crediting of Securities into the investors CDSAccounts, the Entity shall send a written confirmation to the investorswithin two (02) Market Days of crediting the CDS Accounts.

n. The Entity shall submit to the Exchange a Declaration as set out inAppendix 2C of the Rules, on the Market Day immediately following theday on which the investors CDS accounts are credited with theSecurities.

o. The Securities shall be listed on or before the third (03) Market Day uponreceipt of the Declaration by the Exchange.

2.5 PROCEDURE FOR AN INTRODUCTION

a. The directors of the Entity shall be collectively and individuallyresponsible for the accuracy and completeness of the information givenin the Introductory Document.

b. The Exchange may call upon the Entity to add to, clarify, amend or deleteany information that is contained in the Introductory Document prior togranting approval.

c. The Entity shall be responsible to ensure that there is no contradiction ormisstatement between the Introductory Document and the content of anyadvertisement proposed to be published in connection in any mannerwhatsoever to the Introduction. The content of such advertisement shallbe submitted to the Exchange for approval prior to publication.

d. Copies of the Introductory Document shall be made available to themember 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 inAppendix 2D of the Rules on the Market Day immediately following theday on which the Introductory Document was made available to themember 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# 04-01, West Block, WorldTradeCenterEchelon SquareColombo 1

Dear Sir/Madam,

We hereby apply for a listing on the Colombo Stock Exchange (Exchange) and alisting for the under-mentioned Securities issued/to be issued by us on the basis of ourundertaking that the Rules and Circulars of the Exchange and the Central DepositorySystems (Pvt.) Limited as may be amended or replaced from time to time shall becomplied 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 theconsideration for which the shares issued/to be issued is fair and reasonable to theEntity 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 ofin the presence of

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..(Name) Director

..

(Name) Director/Secretary

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 ofsuch authority.

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APPENDIX 2B

LISTING UNDERTAKING BY [enter name of applicant]...

To: The Colombo Stock Exchange# 04-01, West Block, WorldTradeCenterEchelon SquareColombo 1

In consideration of being listed on the Colombo Stock Exchange (Exchange), byvirtue of .. . Securities (shares/Debt etc) being listed, we (name ofapplicant Entity/Managing Company) being duly incorporated and having ourregistered office/ principal place of business at ..hereby undertake and agree:

(i) to be bound by the applicable Rules and Circulars of the Exchangeand 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 suchperiod as may be determined by the Exchange.

(iii) within ten (10) working days of the Entity obtaining a listing, to givepublic notice of the change of name, and to forward a copy of suchnotice to the Registrar, and upon obtaining a fresh Certificate ofIncorporation from the Registrar, to forward same to the ColomboStock Exchange within three (03) months of obtaining the listing.


..(Name) Director


Or,


.(Name) Authorised Signatory


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APPENDIX 2C

DECLARATION(Offer for Sale/ Offer for Subscription)

To: Colombo Stock Exchange# 04-01, West Block, WorldTradeCenterEchelon SquareColombo 1

(Name of Entity/Managing Company) (hereinafter called The Entity)hereby declares:

That .........(quantity)..........shares/debt/units at a price of Rs. .. each have beensubscribed/purchased for cash and duly allotted/transferred to thesubscribers/purchasers. (Which subscription is not less than the minimum subscriptionas 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 orbefore .. (date)

That the proceeds of the issue will be duly utilized for the objectives for whichsuch proceeds were raised in terms of the Prospectus.

That there is no other fact bearing on the Entitys application for listing which, shouldbe disclosed to Colombo Stock Exchange.


..(Name) Director


Or,


(Name ) Authorised Signatory


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APPENDIX 2D

DECLARATION

(Introduction)

To: Colombo Stock Exchange# 04-01, West Block, WorldTradeCenterEchelon SquareColombo 1

(Name of Entity/Managing Company) (hereinafter called The Entity)hereby declares:

that copies of the Introductory Document have been forwarded to Colombo StockExchange 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 inthe Colombo Stock Exchange by way of an Introduction.

that there is no other fact bearing on the Entitys application for Listing which, shouldbe disclosed to Colombo Stock Exchange.


..(Name) Director


Or,


(Name) Authorised Signatory

Note: Please attach a copy of the Board Resolutions/Power of Attorney in proof ofsuch 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, whichshould be complied with in addition to the requirements of the Companies Act and anyother applicable law.

The requirements of this Section are not exhaustive. Additional information that are notrequired by the Rules may be included at the discretion of the Entity according to theparticular nature of the business of the issuer and of the Securities for which Listing issought.

The Exchange reserves the absolute right to require disclosure of any additionalinformation as it considers appropriate in any particular case. If the Exchange requiressuch information, it shall inform the applicant in writing of the additional informationrequired.

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, bankersto the issue, lawyers, registrars, secretaries, auditors, managers tothe issue.

3.1.2 OBJECTIVES OF THE ISSUE

a. Details of the intended application of the proceeds of the issue and inthe event the proceeds are being applied for multiple purposes, thebreakdown 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 offunding 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 amountpayable, if any, for goodwill, any relationship of the Entity with theseller and any other material information regarding the acquisition.

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d. If the proceeds may or will be used to finance acquisitions of any otherbusinesses, a brief description of such businesses and its futureprospects. The Entity should also provide the opinion of experts on thevaluation of the acquisition where applicable.

e. If any material part of the proceeds is to be used to discharge, reduceor 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 adescription of the rights of holders of such shares, in particular the votingrights, entitlement to share in the profits and, in the event of liquidation, in anysurplus 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 CONSIDERATIONA statement that the consideration for which the shares are to be issued isfair and reasonable to the Entity and to all existing shareholders as requiredby the Companies Act.

3.1.5 BASIS OF ALLOTMENT(a) Subject to Rule 3.1.5 (b) the 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.Where there is or is to be more than one class of shares (OtherClass of Shares) in issue, like particulars shall be given for eachadditional class in accordance with these rules and subject to Rule3.1.5 (b).

(b) (i) A minimum of 40% of the offered shares of a particular shareclass, in an initial public offering to be initially made availablefor allotment to retail individual investors (Retail IndividualInvestor Category)

Retail Individual Investor shall mean an individual investorwho subscribes for a maximum of 3,000 shares or a value of

not more than Rs. 100,000/- in a particular share class,whichever is higher.

(ii) A minimum of 10% of the offered shares of a particular shareclass, in an initial public offering to be initially made availablefor allotment to Growth or Balanced Unit Trust operated byManaging Companies licensed by the SEC to operate suchunit trust, where such unit trust comprises of not less than500 unit holders resident in Sri Lanka who together hold at

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least 50% of that fund (Unit Trust Investor Category).

(iii) In the event of an under-subscription in the Unit Trust InvestorCategory, the Retail Individual Investor Category shall be

given first priority in allotment of the under-subscribed shares.

(iv) In the event of an under-subscription in the Retail IndividualInvestor Category, the Unit Trust Investor Category shall begiven first priority in the allotment of the under-subscribedshares.

3.1.6 COST OF THE ISSUE

An estimate of the total cost of the issue and the anticipated source offunds to finance such cost.

3.1.7 PROFILE OF THE ENTITY

a. A description of the business carried out by the Entity. In situationswhere the Entity carries on two or more activities which are material inrespect of turnover and/or profit of the Entity information as to therelative importance of each such activity has to be stated.

b. The names of the ten largest holders of shares, the number ofshares and the percentage of shares they hold as at the date ofsubmission of the listing application to the Exchange.

c. If the Entity is a holding company, details of the group structurepreferably in the form of a chart. If the Entity is a

subsidiary/associate, the name and number of shares held by theholding Entity.

d. Number of employees in the Entity or group and the details of labourunions and details of any significant agreements entered into betweenthe labour unions and the Entity.

e. Degree of dependence on key customers and suppliers

f. Future strategies, assumptions on which future strategies arebased and risks associated with such future strategies.

3.1.8 DIRECTORS

a. Name, address, and business experience of directors and details ofother directorships held.

b. (i) The directors shareholdings (in respect of all classes ofshares) in the Entity at the date of submission of the listingapplication to the Exchange.

(ii) Sales and purchases of shares made by the directors duringthe year immediately preceding the date of the issue of the

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Prospectus with the prices of such purchases and sales.

c. (i) The aggregate emoluments including bonus and/or profitsharing 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 thecurrent financial year.

d. Directors interest in any assets acquired, disposed or leased by theEntity during the past two years preceding the issue; and proposed tobe acquired, disposed or leased during the two years succeeding theissue including the consideration thereon or an appropriate negativestatement.

e. Full particulars of any contract or arrangement in force at the date ofthe application in which a director of the Entity is materially interested inrelation to the business of the Entity or an appropriate negativestatement.

f. Whether any director or a person nominated to become a director isor 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 anycorporation of which he was an executive officer.

(ii) such person was convicted for fraud, misappropriation orbreach of trust or any other similar offence which theExchange considers a disqualification.

(iii) or an appropriate negative statement.

3.1.9 STATED CAPITAL

a. Details of all classes of shares issued for the two (02) yearspreceding 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 theprospectus of the number of shares, price, date of the sharesredeemed, re-purchased in terms of Sections 63, 64, 66, 67, 68, 69,93 and 100 of the Companies Act and of any reduction of statedcapital in terms of Section 59 of the Companies Act.

c. Amount of any outstanding convertible Debt Securities and detailsregarding its conversion to equity.

d. If shares/ Other Class of Shares are subscribed or sold privately, inconjunction with the public issue of shares, the details should begiven of the number, price and features of the shares/Other Class ofShares privately placed.

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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 Officerincluding the principal business of any enterprise in which suchoccupation or employment was carried out.

c. Whether the Chief Executive Officer or a person nominated tobecome the Chief Executive Officer is or was involved in thefollowing events:-

(i) petition under any bankruptcy laws filed against suchperson or any partnership in which he was a partner or anycorporation of which he was an executive officer.



d. The name and business experience of the senior management. Wherethe management of the Entity has been outsourced to a third party,details of such third party including their business experience andcompetencies and the duties outsourced.

e. (i) The aggregate emoluments including bonus and/or profitsharing payments made to the Chief Executive Officer andthe senior management team during the last completedfinancial year.

(ii) An estimate of the aggregate emoluments including bonusand/or profit sharing payments payable to the Chief ExecutiveOfficer and the senior management team for the currentfinancial year.

3.1.11 MANAGEMENT AGREEMENTS

Details ofany management agreement presently in force or currently beingconsidered including particulars of any consideration passing to or fromthe Entity.

3.1.12 FINANCIAL INFORMATION

a. The following financial statements should be included in theProspectus:

(i) Audited financial statements made up to a date not more than12 months from the date of submission of the listing application.

(ii) Interim financial statements which shall conform to the Sri

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Lanka Accounting Standards (SLAS) 35 and include group andcompany results separately in the case of a Holding Companyand made up to a date not more than 3 months from the date ofsubmission of the listing application.

(iii) Summarised profit and loss account and balance sheet for thefive years preceding the date of the Application stating theAccounting Policies adopted by the Entity certified by theAuditors. Qualifications carried in any of the Auditors Reportscovering the period in question and any material changes inAccounting Policies in the relevant period should bedisclosed.

(The Entity may illustrate its financial information by way of graphs).

If the review of the listing application takes longer than usual due to anyreason whatsoever, the Exchange reserves the right to require such financialstatements to be made up to a more recent date.

b. Dividend policy of the Entity - Classes of Securities and rightsattached to the respective classes of Securities regarding dividends,rates of the dividends, if any, paid by the Entity in respect of eachclass of shares for three financial years immediately preceding theissue of the prospectus.

c. Start-up Entities and New Entities

(i) A statement showing the forecast profit and loss account andbalance sheet for a three (03) year period together with the

assumptions and risk factors on which such statements arebased,or

(ii) A sector study including the details of how the Entity intendspositioning itself in the market stating assumptions and riskfactors.

d. Any other complete and accurate information that would have amaterial impact in the understanding of the financial informationprovided in this Section.

e. Particulars of Debt and Loan Capital

(i) Particulars of loan capital outstanding as at the date ofapplication or an appropriate negative statement.

(ii) Particulars of term loans, other borrowings orindebtedness in the nature of borrowings, including bankoverdrafts and liabilities under acceptance (Other thannormal trading bills) or acceptance credits or anappropriate negative statement.

(iii) Leasing, lease purchase and hire purchase commitments,

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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 appropriatenegative 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 theEntitys shares during the past two years. Give details of price andother consideration of such offers.

b. Take-over offers made by the Entity in respect of shares of a thirdparty. 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 mayhave or have had in the recent past significant effects on the Entitysfinancial position or profitability.

b. Details of penalties imposed by regulatory and state authorities.

c. A statement of contingent liabilities that would affect current and futureprofits of the Entity.

3.1.16 CORPORATE GOVERNANCE PRACTICESa. DIRECTORS

Names of directors who are independent and in the event a directordoes not qualify as independent, but if the board, taking intoaccount all the circumstances, is of the opinion that the director isnevertheless independent, the board shall specify the basis for itsdetermination.

The criteria for defining independence is set out in Rule 7.10.4 ofthe Rules.

b.REMUNERATION COMMITTEE

Names of directors on the remuneration committee, a statement ofthe remuneration policy and the aggregate remuneration paid to theexecutive and non-executive directors.

The term remuneration means cash and all non-cash benefitswhatsoever received in consideration of employment with the ListedEntity (excluding statutory entitlements such as Employees ProvidentFund and Employees Trust Fund).

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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 statementthat he has not withdrawn his written consent to the issue of theprospectus with the statement or report included in the form and context inwhich 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 subscriptionthat must be raised in the opinion of the directors in order to providethe sums as set out in the fourth schedule of Companies Act. In theevent that the issue is under subscribed the prospectus shall specifyconsequences of such under subscription and what action the issuerwill take in this connection.

3.1.19 INSPECTION OF DOCUMENTS

a. A reasonable time (being not less than fourteen days) during whichand a place in Colombo at which the following documents (or copiesthereof) where applicable may be inspected:

(i) Articles of Association(ii) Material contracts and management agreements or in the

case of contracts not reduced into writing a Memorandumgiving full particulars thereof.

(iii) Reports, letters, valuations and statements by any expert anypart of which is extracted or referred to in the prospectus.

(iv) The audited accounts of the Entity for five (05) financial yearsimmediately preceding the publication of the prospectus, asapplicable.

b. The prospectus and the Articles of Association of the Entity shall behosted in the Entitys web site and/or the Colombo Stock Exchangesweb 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 thecompany should carry out during the period of five years from thedate of commencement of business by the company (as applicable).

b. The time of opening and closing of the subscription lists.

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c. Short particulars of any transaction relating to the property completedwithin the two preceding years in which any vendor of the property tothe company or any person who is or was at the time of the

transaction, a promoter or a director or proposed director of thecompany had any interest, direct or indirect.

d. The amount, if any paid within the two preceding years or payable ascommission (but not including commission to sub-underwriters) forsubscribing or agreeing to subscribe or procuring or agreeing toprocure subscriptions, for any shares in or debentures of thecompany, or the rate of any such commission.

e. Any amount or benefit paid or given within the two preceding yearsor intended to be paid or given to any promoter and the considerationfor 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 thebusiness carried on or intended to be carried on by the company or acontract entered into more than two years before the date of issue ofthe prospectus.

g. In the case of a company which has been carrying on business or abusiness which has been carried on for less than three years, thelength of time during which the business of the company or thebusiness to be acquired, as the case may be, has been carried on.

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 theEntity and they collectively and individually accept full responsibility forthe accuracy of the information given and confirm that provisions of theCSE Listing Rules and of the Companies Act No. 07 of 2007 and anyamendments to it from time to time have been complied with and aftermaking all reasonable enquiries and to the best of their knowledge andbelief, there are no other facts the omission of which would make any

statement herein misleading or inaccurate. Where representationsregarding the future performance of the Entity have been given in theProspectus, such representations have been made after due andcareful enquiry of the information available to the Entity and makingassumptions that are considered to be reasonable at the present pointin time in the best judgement of the directors."

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b. Declaration by the Managers to the Issue

A statement by the Entity managing the issue that to the best of itsknowledge and belief the Prospectus constitutes full and true

disclosure of all material facts about the issue and issuer; and whereappropriate, it has satisfied itself that profit forecasts have been statedby 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 forpermission to deal in and for a listing for all securities in a particularclass issued by the Entity and those Securities of the same class whichare the subject of this issue. Such permission will be granted when theshares are listed on the Colombo Stock Exchange. The Colombo Stock

Exchange assumes no responsibility for the correctness of any of thestatements made or opinions expressed or reports included in thisprospectus. Listing on the Colombo Stock Exchange is not to be takenas 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 theTrust Deed and the Guarantee Agreements shall be included in theProspectus.

Prospectus may be organised in the manner prescribed in Appendix 3 of theRules.

3.2.1 OFFER AT A GLANCE

Offer at a Glance shall include:

a. Type/s of Debt Securityb. Interest Rate/sc. Tenord. Yield

e. Issue Pricef. Issue Dateg. Maturity Dateh. Dates of Payment of Interesti. 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

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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, bankersto the issue, lawyers, registrars, secretaries, auditors, managers tothe issue.

3.2.3 NATURE OF THE DEBT SECURITIES TO BE OFFERED

Rights and obligations of Debt Securities holders and risks and benefitsattached to such Debt Securities.

3.2.4 OBJECTIVES OF THE ISSUE

a. Details of the intended application of the proceeds of the issue and inthe event the proceeds are being applied for multiple purposes, thebreakdown of the proceeds to be utilized for each purpose.

b. If the funding required to achieve the objects of the issue exceedsthe amount expected to be mobilised through the issue, the means offunding 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 amountpayable, if any, for goodwill, any relationship of the Entity with theseller and any other material information regarding the acquisition.

d. If the proceeds may or will be used to finance acquisitions of any otherbusinesses, a brief description of such businesses and its futureprospects. The Entity should also provide the opinion of experts on thevaluation of the acquisition where applicable.

e. If any material part of the proceeds is to be used to discharge, reduceor 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 debtsecurities, 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 detailsregarding its conversion to equity.

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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 theallotment 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 offunds to finance such cost.

3.2.8 PROFILE OF THE ENTITY

a. A description of the business carried out by the Entity. In situationswhere the Entity carries on two or more activities which are material inrespect of turnover and/or profit of the Entity information as to therelative importance of each such activity has to be stated.


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 holdingEntity.

d. Number of employees in the Entity or group and the details of labourunions and details of any significant agreements entered into betweenthe labour unions and the Entity.

e. Degree of dependence on key customers and suppliers.

f. Future strategies, assumptions on which future strategies arebased and risks associated with such future strategies.

3.2.9 DIRECTORS

a. Name, address, and business experience of directors and details of otherdirectorships held.

b. (i) The aggregate emoluments including bonus and/or profitsharing payments made to directors during the last completedfinancial year.

(ii) An estimate of the aggregate emoluments including bonusand/or profit sharing payments payable to directors for thecurrent financial year.

c. Directors interest in any assets acquired, disposed or leased by theEntity during the past two years preceding the issue; and proposed tobe acquired, disposed or leased during the two years succeeding theissue including the consideration thereon or an appropriate negativestatement.

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d. Full particulars of any contract or arrangement in force at the date ofthe application in which a director of the Entity is materially interested inrelation to the business of the Entity or an appropriate negativestatement.

e. Whether any director or a person nominated to become a director isor was involved in the following events:-

(i) a petition under any bankruptcy laws filed against suchperson or any partnership in which he was a partner or anycorporation of which he was an executive officer.



3.2.10 MANAGEMENT

a. Name of the Chief Executive Officer.

b. Brief account of the business experience of the Chief Executive Officerincluding the principal business of any enterprise in which suchoccupation or employment was carried out.


(i) petition under any bankruptcy laws filed against such

person or any partnership in which he was a partner or anycorporation of which he was an executive officer.




e. (i) The aggregate emoluments including bonus and/or profitsharing payments made to the Chief Executive Officer andthe senior management team during the last completedfinancial year.

(ii) An estimate of the aggregate emoluments including bonusand/or profit sharing payments payable to the Chief ExecutiveOfficer and the senior management team for the currentfinancial year.

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3.2.11 TRUSTEES

Any conflict of interests which may arise between the Trustee/its directors andthe applicant Entity shall be disclosed in the Prospectus.


a. The following financial statements should be included in theProspectus:

(i) Audited financial statements made up to a date not more than12 months from the date of submission of the listingapplication.

(ii) Interim financial statements which shall conform to the SriLanka Accounting Standards (SLAS) 35 and include groupand company results separately in the case of a HoldingCompany and made up to a date not more than 3 monthsfrom the date of submission of the listing application.

(iii) Summarised profit and loss account and balance sheet forthe five years preceding the date of the application stating theAccounting Policies adopted by the Entity certified by theAuditors. Qualifications carried in any of the AuditorsReports covering the period in question and any materialchanges in Accounting Policies in the relevant periodshould 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 the financialstatements to be made up to a more recent date.

b. Dividend policy of the Entity - Classes of securities and rightsattached to the respective classes of securities regarding dividends,rates of the dividends, if any, paid by the Entity in respect of eachclass of shares for three financial years immediately preceding theissue of the Prospectus.

c. - Interest coverage Ratio- Net Debt/EBITDA(EBITDA Earnings before Interest Tax Depreciation andAmortisation)

3.2.13 TAXATION (IF APPLICABLE)Any tax concessions or tax exemptions applicable to the Entity.


a. Details on any legal, arbitration or mediation proceedings which mayhave or have had in the recent past significant effects on the Entitysfinancial position or profitability.

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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 undersubscribed, the prospectus shall specify consequences of suchunder subscription and what action the issuer will take in thisconnection.

3.2.16 INSPECTION OF DOCUMENTS

a. A reasonable time (being not less than fourteen days) during whichand a place in Colombo at which the following documents (or copiesthereof) where applicable may be inspected:

(i) Articles of Association.(ii) Trust Deed.(iii) Material contracts and management agreementsor in the case

of contracts not reduced into writing a Memorandum giving fullparticulars thereof.

(iv) Reports, letters, valuations and statements by any expert anypart of which is extracted or referred to in the prospectus.

(v) The audited accounts of the Entity for each of the five (05)financial years immediately preceding the publication of theprospectus, as applicable.

b. The prospectus and the Articles of Association of the Entity shall behosted in the Entitys web site and/or the Colombo Stock Exchangesweb site for a period of not less than fourteen (14) days.

3.2.17 OTHER REQUIREMENTS

a. The business which the subscribers or promoters intend that thecompany should carry out during the period of five years from the dateof 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 tothe company or any person who is or was at the time of thetransaction, a promoter or a director or proposed director of thecompany had any interest, direct or indirect.

d. The amount, if any paid within the two preceding years or payable ascommission (but not including commission to sub-underwriters) forsubscribing or agreeing to subscribe or procuring or agreeing to

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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 forthe 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 businesscarried on or intended to be carried on by the company or a contractentered into more than two years before the date of issue of theProspectus.

g. In the case of a company which has been carrying on business or abusiness which has been carried on for less than three years, thelength of time during which the business of the company or thebusiness 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 theEntity and they collectively and individually accept full responsibility forthe accuracy of the information given and confirm that provisions of theCSE Listing Rules and of the Companies Act No. 07 of 2007 and anyamendments to it from time to time have been complied with and after

making all reasonable enquiries and to the best of their knowledge andbelief, there are no other facts the omission of which would make anystatement herein misleading or inaccurate. Where representationsregarding the future performance of the Entity have been given in theProspectus, such representations have been made after due andcareful enquiry of the information available to the Entity and makingassumptions that are considered to be reasonable at the present pointin 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 itsknowledge and belief the Prospectus constitutes full and true

disclosure of all material facts about the issue and issuer; and whereappropriate, it has satisfied itself that profit forecasts have been statedby the directors after due and careful enquiry.

c. Declaration by the Entity

A statement shall be made as follows:-

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"An application has been made to the Colombo Stock Exchange forpermission to deal in and for a listing for all securities in a particularclass issued by the Entity and those Securities of the same class which

are the subject of this issue. Such permission will be granted when theSecurities are listed on the Colombo Stock Exchange. The ColomboStock Exchange assumes no responsibility for the correctness of any ofthe statements made or opinions expressed or reports included in thisProspectus. Listing on the Colombo Stock Exchange is not to be takenas 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 incorporationc. Name of the Company Secretaryd. Name and address of the auditors

3.3.2 DETAILS OF THE BOARD OF DIRECTORS

a. Nameb. Qualificationsc. Experienced. Directorships on other Boards

3.3.3CAPITAL STRUCTURE

a. Details of all classes of shares issued for the two years preceding thedate 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 theIntroductory Document of the number of shares, price, date of theshares redeemed, re-purchased in terms of Sections 63, 64, 66, 67,68, 69, 93 and 100 of the Companies Act and of any reduction ofstated capital in terms of Section 59 of the Companies Act.

c. Amount of any outstanding convertible Debt Securities and detailsregarding its conversion to equity.

d. If Securities of the same or another class are subscribed or soldprivately, in conjunction with the public issue of Securities, detailsshould be given of the number, price and features of the Securitiesprivately placed.

e. Any statutory restrictions on the free transferability of Securities.

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3.3.4. PROFILE OF THE ENTITY

a. A description of the business carried out by the Entity. In situationswhere the Entity carries on two or more activities which are material in

respect of turnover and/or profit of the Entity information as to therelative importance of each such activity has to be stated.


c. Degree of dependence on key customers and suppliers.

d. If the Entity is a holding company details of the group structure. If theEntity is a subsidiary/associate, the name and number of shares heldby the holding Entity.

e. Number of employees in the Entity or group and the details of labourunions and details of any significant agreements entered into betweenthe labour unions and the Entity.

f. Future plans, assumptions on which future plans are based and risksassociated with such plans.

3.3.5 MANAGEMENT

a. Name and address of the Chief Executive Officer.

b. Brief account of the business experience of the Chief Executive Officerincluding the principal business of any enterprise in which such

occupation or employment was carried out.


(i) petition under any bankruptcy laws filed against such personor any partnership in which he was a partner or anycorporation of which he was an executive officer.




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a. Details on any legal, arbitration or mediation proceedings, which mayhave or have had in the recent past significant effects on the Entitys

financial position or profitability.

b. Details of penalties imposed by Regulatory and State authorities.



The following financial statements should be included in the IntroductoryDocument:

a. Audited financial statements made up to past 3 years from the date ofsubmission of the listing application.

b. Interim financial statements which shall conform to the Sri LankaAccounting Standards (SLAS) 35 and include group and companyresults separately in the case of a Holding Company and made up to adate not more than 3 months from the date of submission of the listingapplication.

If the review of the listing application takes longer than usual, due to anyreason whatsoever, the Exchange reserves the right to require such accountsto be made up to a more recent date.

3.3.8 DECLARATION BY THE DIRECTORS

This Introductory Document has been seen and approved by the directors ofthe Entity and they collectively and individually accept full responsibility for theaccuracy of the information given and confirm that after making all reasonableenquiries and to the best of their knowledge and belief, there are no other factsthe omission of which would make any statement herein misleading orinaccurate.

3.3.9 CORPORATE GOVERNANCE PRACTISES

a. DIRECTORS

Names of directors who are independent and in the event a directordoes not qualify as independent, but if the board, taking intoaccount all the circumstances, is of the opinion that the director isnevertheless independent, the board shall specify the basis for itsdetermination.

The criteria for defining independence is set out in Rule 7.10.4 ofthe Rules.

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b. REMUNERATION COMMITTEE

Names of directors on the remuneration committee, a statement ofthe remuneration policy and the aggregate remuneration paid to the

executive and non-executive directors.

The term remuneration means cash and all non-cash benefitswhatsoever received in consideration of employment with the ListedEntity (excluding statutory entitlements such as Employees ProvidentFund 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 shallbe hosted in the Entitys web site and/or the Colombo Stock Exchangesweb site for a period of not less than fourteen (14) days.

3.3.11 LISTING DEBT -TRUSTEES

In the event of issue of Debt Securities, any conflict of interests which may arisebetween the Trustee/its directors and the applicant Entity shall be disclosed in theIntroductory Document.

APPENDIX 3A

ORGANIZATION OF THE PROSPECTUS -DEBT

Table of ContentsOffer at a GlanceDetails of the OfferKey Terms of the DebenturesRisks, BenefitsUse of the ProceedsCompany the Business, corporate structure, future strategies,GraphsDirectors, Senior Managers, and their remunerationFinancial InformationTaxationDebenture Trust DeedAdditional Information

- Important Contracts, Dividend Policy,Major Shareholders, Material litigation

Statutory RequirementsGlossary of TermsAppendix - Notes to Financial StatementsApplication FormApplication processCorporate 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, thenature of the security.

- The ranking of the Debenture holders amongst all other Debentureholders 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 ofthe Debentures.

Covenants by the Applicant Entity to repay principal and interest- The Trust Deed shall provide for a covenant by the Applicant Entity to

pay interest and redeem in full all outstanding Debentures in accordancewith the terms and conditions of the Debentures.

- Where the Applicant Entity has an option to redeem the Debenturesbefore the maturity date of such Debentures, the Trust Deed shallprovide a clause setting out the conditions and the procedures by whichsuch an option can be exercised.

-Where the Debenture holders have an option to call for redemption ofthe Debentures before the maturity date of such Debentures, the TrustDeed shall provide a clause setting out the conditions and theprocedures 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 ApplicantEntity becomes aware of the happening of any of the following event/sthat 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 tobecome immediately enforceable.

- The Trust Deed shall provide for a covenant by the Applicant Entity tosubmit to the Trustee the interim financial statements (unaudited) andthe audited financial statements within a stipulated timeframe and all

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published financial and other information, which is normally provided toordinary shareholders at the time that it is sent to the shareholders.

- The Trust Deed shall provide for a covenant by the Applicant Entity to

submit to the Trustee a certificate in writing that the interest and theprincipal amount has been paid to the Debenture holders in accordancewith the terms or conditions of the Debentures and provisions of theTrust Deed, immediately upon such payments become due.

- The Trust Deed shall provide for a covenant by the Applicant Entity tosubmit to the Trustee within one month after the end of every quarter, acertificate that the Entity has complied with each and all of the covenantswith the details required below.

Where the Guarantor (where applicable) is a bank licensed by theCentral Bank of Sri Lanka and having a rating as specified in Rule2.2.1(c) (i) of these Listing Rules, the Trust Deed shall provide for acovenant by such Guarantor, to submit to the Trustee within one monthafter the end of every quarter, a confirmation to the effect that theGuarantor is maintaining the rating obtained at the time of issuing thedebentures. Such Guarantor may submit such confirmation to theTrustee 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 Entityhas been exceeded;

(ii) Whether or not the Applicant Entity and the Guarantor (whereapplicable) have observed and performed all the covenants and

obligations binding upon them respectively pursuant to the TrustDeed;(iii) Whether or not any event has happened which has caused or

could cause the security created by the Trust Deed to becomeenforceable (for secured Debentures);

(iv) Whether or not any material trading or capital loss has beensustained by the Applicant Entity or the Guarantor (whereapplicable);

(v) Whether or not any circumstances materially affecting theApplicant Entity or the Guarantor (where applicable) haveoccurred which adversely affect the Debentures;

(vi) Whether any contingent liabilities have been incurred by theApplicant Entity or the Guarantor (where applicable). If so, to

state the amount incurred, and whether or not any contingentliability has matured or is likely to mature within the next twelvemonths, which will materially affect the ability of the ApplicantEntity 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 thequarter, the certificate shall also include details of the extent ofthe liability assumed during the quarter and the extent of theliability at the end of the quarter;

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(viii) Whether or not there has been any change in any accountingmethod or method of valuation of assets or liabilities of theApplicant Entity;.

(ix) Whether or not any circumstances have arisen which render

adherence to the existing method of valuation of assets orliabilities of the Applicant Entity misleading or inappropriate;

(x) Any substantial change in the nature of the Applicant Entity's orthe Guarantor's business (where applicable) since the issue ofthe Debentures;

(xi) Whether or not any action has been taken by the Board ofDirectors of the Applicant Entity in terms sections 219 and 220 ofthe Companies No. 7 of 2007 during the quarter.

The certificate shall be made in accordance with a resolution of thedirectors and specify the date on which the certificate was made; and,Where an Applicant Entity or a Guarantor fails to deliver the certificate tothe Trustee, the Trustee shall inform the Debenture holders of that fact.

- The Trust Deed shall provide for a covenant to ensure that, in the eventthe Applicant Entity creates a charge, the Entity shall submit to theTrustee 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 isindeterminate, the Entity shall submit to the Trustee the written details ofthe amount of each claim, within 5 market days from the date the claim ismade.

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 ofany removal of a Trustee and subsequent appointment of a ReplacementTrustee by the Debenture holders.

- The Trust Deed shall provide that any removal of a Trustee and thesubsequent appointment of a Replacement Trustee by the Applicant Entityshall be with the consent of an agreed majority of Debenture holders.

- The Trust Deed shall provide for a covenant by the Applicant Entity to takereasonable steps to replace the Trustee as soon as practicable afterbecoming 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 eliminatesuch situation within 90 days, after them ascertaining or of thembeen informed that the Trustee has such situation.

- The existing Trustee shall continue to act as a Trustee until a new Trusteeis appointed.

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.

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- The Applicant Entity shall immediately provide a copy of the Trust Deedto the Debenture holders, on request.

- The Applicant Entity shall at all times maintain records all of its publishedinformation 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 holdersincluding the names and addresses of all Debenture holders, thenumber and value of Debentures held by each Debenture holder,the date of issue of Debentures, the date on which eachDebenture holder became registered as the holder and the dateon which he ceased to be so registered.

(ii) permit the Trustee and the Debenture holders at all reasonabletimes to inspect the Register of Debenture Holders and to takeany copies thereof, upon the payment of a reasonable copyingand administration fee as may be determined by the company.

- The Applicant Entity shall submit to the Trustee any information whichthe Trustee may require in order to discharge its duties and obligationsas Trustee under the Trust Deed relating to the Applicant Entitys affairsto the extent permitted by law and the Listing Rules.

Events constituting default and remedy of such defaultA list of all events constituting a default by the Applicant Entity including thefollowing:- 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 suchinterest is payable or in the payment of any principal monies payableunder 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 otherdocuments relating to the issue, offer or invitation in respect of theDebentures.

- where the Applicant Entity stops or threatens to stop payment of itsdebts or ceases to carry on its business.

- where any other indebtedness of the Applicant Entity becomes due andpayable prior to its stated maturity or where security created for anyother indebtedness becomes enforceable.

- where there is a revocation, withholding or modification of a license,

authorization or approval that impairs or prejudices the Applicant Entitysability to comply with the terms and conditions of the Debentures or theprovisions 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 contraryto the terms or conditions of the Debentures and the provisions of theTrust Deed.

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In any of the events above, the Trustee at its discretion may, and if sorequested in writing by the Debenture holders of at least one fifth in nominalvalue of the Debenture outstanding