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REGULATIONS, 2015

RESEARCH ANALYST REGULATIONS, 2015

[Gazette of Pakistan, Extraordinary, Part-II, 17th March, 2015]

S.R.O. 232 (I)/2015.–In exercise of powers conferred by Section 40 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) read with clause (d) of sub-section (4) of Section 20 thereof and sub-section (4) of Section 15-E of Securities and Exchange Ordinance, 1969 (XVII of 1969) the following draft Regulations are hereby published for the information of all persons likely to be affected thereby and notice is hereby given that objections and suggestions, if any, received within thirty days of this publication in the official Gazette will be taken into consideration.

Any objection or suggestion which may be received from any person before the expiry of the said period shall be taken into consideration by the Commission.

CHAPTER I

PRELIMINARY

1.     Short title and commencement.–(1) These Regulations shall be called the Research Analyst Regulations, 2015.

(2)  They shall come into force at once.

2.     Definitions.–(1) In these Regulations, unless there is anything repugnant in the subject or context,–

(a)      “Act” means the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);

(b)      “Associate” means any partner, employee, officer or director of a Research Analyst;

(c)      “Commission” means the Securities and Exchange Commission of Pakistan established under Section 3 of the Act;

(d)      “Independent Research Analyst” means a Research Analyst whose only business activity is preparation and/or publication of Research Report;

(e)      “Inspecting Authority” means any one or more persons appointed by the Commission to exercise powers conferred under Regulation 19;

(f)       “Investment Advisor” means an NBFC licensed by the Commission to provide investment advisory services;

(g)      “Non-banking finance companies (NBFCs)” means the companies as defined in Section 282-A(a) of the Companies Ordinance, 1984;

(h)      “Ordinance” means Securities and Exchange Ordinance, 1969 (XVII of 1969);

(i)       “Person” shall have the same meaning as defined in the Section 2(1)(j) of the Ordinance;

(j)       “Price Target” means the fundamental value of the company derived by the Research Analyst;

(k)      “Public Appearance” means any participation in a conference call, seminar, forum (including interactive and non-interactive electronic forum), radio or television or internet or web or print media broadcast, authoring a print media article or other public speaking activity in public media in which a Research Analyst or its Associate makes a recommendation or offers an opinion, concerning listed securities or a public offer;

(l)       “Public media” means any media source available to the general public and includes a radio, television, internet, web or print media;

(m)     “Research Analyst” means a Person who is involved in the preparation, writing and/or publication of a Research Report or the substance of a Research Report, or who makes a “buy/sell/hold” recommendation or gives a Price Target or offers an opinion (including an opinion or recommendation made in a Public Appearance by such Person or its Associate) concerning securities that are listed or to be listed at a stock exchange registered in Pakistan, whether or not any such person has the job title of Research Analyst, and includes any other entities engaged in issuance of Research Report;

(n)      “Research Entity” means a Research Analyst who is an intermediary and also provide the following services along-with the issuance of a Research Report in its own name through the individuals employed by it as Research Analyst, and includes any other intermediary associated with the securities markets in any manner, also engaged in the issuance of Research Report:

(a)      acting as an underwriter;

(b)      participating in a selling or an offering for the issuer or otherwise acting in furtherance of a public offer of the issuer;

(c)      acting as an adviser in a merger or acquisition;

(d)      providing or arranging venture capital or equity or debt;

(e)      serving as placement agent for the issuer or otherwise acting in furtherance of a private offering of the issuer;

(f)       offering brokerage services; and

(g)      any other services as specified by the Commission.

(o)      “Research Report” means a written or electronic communication which includes an analysis or opinion concerning listed securities or a public offer providing information reasonably sufficient upon which to base an investment decision, but does not include the following communications:

(i)       comments on general trends in the securities market;

(ii)      commentaries on economic, political or market conditions;

(iii)     periodic reports or other communications prepared for unit holders of Mutual Funds or Collective Investment Schemes or clients of Investment Advisors;

(iv)     internal communications that are not given to current or prospective clients;

(v)      communications that constitute offer documents or prospectus that are circulated under a specific regulation;

(vi)     statistical summaries of financial data of the companies;

(vii)    technical analysis relating to the demand and supply in a sector or the index; and

(viii)   any other communication which the Commission may specify from time to time.

(p)      “Subject Company” includes the issuer or company whose securities or public offer are the subject of a Research Report or a Public Appearance; and

(q)      “Third Party Research Report” means a Research Report produced by a person or entity other than the Research Analyst or Research Entity.

All other words and expressions used but not defined in these regulations shall have the same meanings as assigned to them under the Ordinance and the Act.

CHAPTER II

Registration

3.  Prohibition.–No Person shall act as a Research Analyst or hold itself out as a Research Analyst unless such Person has obtained a certificate of registration as a Research Analyst from the Commission under these regulations:

Provided that a natural person performing functions of a Research Analyst under employment of a Research Entity shall not be required to be registered as Research Analyst under these regulations, but shall be subject to compliance of all the conditions and requirements applicable to a Research Analyst under these regulations:

Provided further that the credit rating companies, all non-banking finance companies with the exception of entities falling under the definition of Research Entity under these regulations, which issue Research Reports and circulate or distribute Research Reports to the general public or whose Associates make Public Appearance(s), shall not be required to seek registration under these regulations, subject to compliance of Chapter III of these regulations:

Provided further that a credit rating company or any non-banking finance company which prepares Research Reports with regard to the specific investment objectives, financial situation and the particular needs of any person or client shall not attract any provisions of these regulations.

Provided further that nothing contained in these regulations shall exempt any Person which is required to obtain a license of Investment Advisor under the Non-Banking Finance Companies and Notified Entities Regulations, 2008 and/or Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003:

Provided further that any person or entity located outside Pakistan and engaged in the issuance of Research Report in respect of securities listed or proposed to be listed on a stock exchange registered in Pakistan, shall enter into an agreement with a Research Analyst registered under these regulations and it will be deemed that such Report has been issued by the Research Analyst and the Research Analyst will be responsible for the contents of the Research Report.

4.  Eligibility criteria for registration.–(1) For the purpose of granting registration to a Research Analyst, the Commission shall take into account all matters which are relevant to the grant of such registration and in particular the following, namely:–

(i)       in case the applicant is an individual, he/she is appropriately qualified and certified as specified in Regulation 5;

(ii)      in case the applicant is a firm, partners engaged in issuance of Research Report are appropriately qualified and certified as specified in Regulation 5;

(iii)     in case the applicant is a body corporate, all the individuals employed as Research Analyst with the applicant are appropriately qualified and certified as specified in Regulation 5;

(iv)     the applicant has the necessary infrastructure to effectively discharge the activities of Research Analyst;

(v)      the applicant has not been convicted of an offence involving fraud by the Court;

(vi)     the applicant has not been penalized by the State Bank of Pakistan and/or the Commission for an amount of 
Rs. 100,000/- or above; and

(vii)    the applicant has satisfied the Commission that the reasons for an earlier refusal for grant of registration as a Research Analyst, if any, are no longer applicable; and

(viii)   the applicant complies with, or meets, any other conditions or requirements imposed by the Commission as it deems necessary.

5.     Qualification, experience or certification requirement.–An individual registered as a Research Analyst under these regulations, individuals employed as Research Analyst and partners of a Research Analyst, if any, engaged in preparation and/or publication of Research Report shall have the following minimum qualifications, at all times:

(a)      A professional qualification or post-graduate degree in finance, accountancy, business management, commerce, economics, capital market and financial services provided by a university/institution/association recognized by the Higher Education Commission of Pakistan or by a university/institution/ which is recognized by a foreign government; or

(b)      three years of relevant experience which includes working in the research department of a company operating in the financial sector or capital market or experience in activities relating to securities or fund or asset or portfolio management; or

(c)      any specialized certification covering the areas of capital market, as may be specified by the Commission through notification.

6.     Application and procedure for registration.–(1) An application for obtaining a certificate of registration under these regulations shall be made to the Commission in Form I as specified in these regulations and shall be accompanied with:

(a)      receipt evidencing payment of non-refundable fee as may be specified by the Commission through notification; and

(b)      such other documents as may be required by the Commission.

(2)  Any subsequent change in the information provided to the Commission at the time of filing of application under sub-regulation (1) shall be intimated to the Commission within a period of seven working days from the date of such change.

7.     Grant of registration.–(1) The Commission oh being satisfied that the applicant complies with the requirements specified in Regulations 4 and 5, may grant certificate of registration to the applicant in Form II, subject to such conditions as the Commission may deem fit and appropriate.

(2)  The certificate of registration shall remain valid for a period of five years from the date of issue unless it is restricted, suspended or cancelled earlier by the Commission.

8.     Renewal of registration.–(1) A Research Analyst shall, three months prior to the date of expiry of its registration, apply to the Commission on the form specified by the Commission for renewal (Form I) of its registration along with receipt evidencing payment of a non-refundable renewal fee as may be specified by the Commission through notification, and such documents as the Commission may require in this regard.

(2)      The Commission upon being satisfied that the applicant continues to meet the requirements for registration and is eligible for renewal shall renew the registration of the Research Analyst and issue a certificate to the applicant.

(3)      Where the application for renewal of registration is made within such time as specified in sub-regulation (1) but has not been decided by the Commission, the certificate of registration shall continue to be valid until the application for renewal is decided by the Commission.

(4)      While granting renewal of registration to a Research Analyst, the Commission may, in addition to the criteria laid down for grant of registration, also take into account the past performance of the Research Analyst.

9.     Procedure where registration is not granted or renewed.–(1) The Commission, after giving a reasonable opportunity of hearing to the applicant, may refuse to grant or renew registration if in the opinion of the Commission such applicant does not fulfill the requirements specified in these regulations or where the Commission after taking into account the facts, is of the view that it is not in the public interest or in the interest of the capital market to grant or renew such registration.

(2)  The Research Analyst whose application for renewal of registration is refused by the Commission under sub-regulation (1) shall, from the date of receipt of the decision of the Commission, cease to act as or perform the functions of Research Analyst.

CHAPTER III

CONFLICT AVOIDANCE AND DISCLOSURE REQUIREMENTS

10.  Establishing Policies and Procedures.–(1) The Research Analyst shall have written internal policies and control procedures governing the dealing and trading by the Research Analyst or its Associates for:

(i)       addressing actual or potential conflict of interest arising from such dealings or trading in securities of the Subject Company;

(ii)      promoting objective and reliable research that reflects the unbiased view of Research Analyst; and

(iii)     preventing the use of Research Report to manipulate the securities market.

(2)      The Research Analyst shall have in place appropriate mechanisms to ensure independence of its research activities from its other business activities.

11.   Limitations on Trading by the Research Analyst.–(1) Personal trading activities of the individuals employed as Research Analyst by a Research Entity shall be monitored, recorded and wherever necessary, shall be subject to a formal approval process.

(2)      Independent Research Analysts, their Associates, individuals employed as Research Analyst by a Research Entity and their Associates shall not deal or trade in the securities which are covered in the Research Report, within thirty days before and five days after the publication of such Research Report.

(3)      Independent Research Analysts, their Associates, individuals employed as Research Analysts by a Research Entity and their Associates shall not deal or trade directly or indirectly in securities that such Research Analyst reviews in a manner contrary to its given recommendation.

12.   Restrictions on Research Analyst Compensation and Conduct of Business etc.–(1) The Research Entity shall ensure that compensation of the individual employed as Research Analyst is neither determined nor based on any other service(s) that the Research Entity is offering. This includes bonus, salary or any other form of compensation.

(2)  An individual employed as a Research Analyst by the Research Entity shall not be subject to the supervision or control of any employee of its non-research departments, and no personnel engaged in providing non-research services may have any influence or control over the compensatory evaluation of such individual:

Provided that the factual accuracy of the information in the Research Report or potential conflict of interest may be reviewed by non-research personnel.

(3)  The Research Analyst shall not provide any promise or assurance of favorable review in its Research Report to a company or industry or sector or group of companies or business group as consideration to commence or influence a business relationship or for the receipt of compensation or other benefits.

13.   Limitations on Publication of Research Reports and Restrictions on Public Appearances by Research Analyst.–(1) The Research Analyst shall not submit a Research Report to the Subject Company before its publication:

Provided that some Sections of such a Research Report may be submitted to the Subject Company before its publication for review as necessary only to verify the factual accuracy of information in those Sections.

(2)      The Research Analyst shall not issue Research Reports and it or its Associates shall not make Public Appearance(s) regarding a Subject Company for which the Research Analyst acted as a corporate advisor, underwriter or lead manager in a public offer from the date of its appointment till a period of 60 days from the date of completion of such offering.

(3)      With the exception of Research Entities, the Research Analyst or individuals employed as Research Analyst by a Research Entity shall not participate in business activities designed to solicit non-research business, such as sales pitches and deal road shows.

14.   Content in Research Reports.–(1) The Research Analyst shall have adequate documentary basis, supported by research, for preparing a Research Report.

(2)      The Research Analyst shall ensure that facts in the Research Reports are based on reliable information and the source of such information is disclosed. Further the Research Analyst shall define the terms used in making recommendations and these terms should be used consistently.

(3)      The Research Analyst shall disclose in the Research Report the valuation methods used to determine the Price Target, if any, that has a reasonable basis and shall be accompanied by a disclosure concerning the risk that may impede achievement of the Price Target.

(4)  The Research Analyst that employs a rating system must clearly define in each Research Report the meaning of each rating in the system, including the time horizon and any benchmarks on which a rating is based.

15.  Disclosures in Research Reports.–(1) If the Research Analyst acts as a market marker in the securities of a Subject Company, the fact shall be disclosed.

(2)  The Research Analyst shall disclose:

(i)       if the Research Analyst or any of its Associates or a close relative of the Research Analyst has a financial interest in the debt or equity securities of the Subject Company and the nature of such interest, provided such interest (actual/beneficial) aggregates to an amount exceeding 1% of the value of the equity or debt securities of the Subject Company at the time of issuance of the Research Report;

(ii)      if the Research Analyst or any of its Associates or a close relative of the Research Analyst serves as a director or executive of the Subject Company;

(iii)     if the Research Analyst or any of its Associates received compensation from the Subject Company in the previous 12 months;

(iv)     if the Subject Company currently is, or during the 12-month period preceding the date of publication or distribution of the Research Report, was, a client of the Research Analyst;

(v)      if a Research Analyst has managed or co-managed a public offering or any takeover, buyback or delisting offer of securities for the Subject Company in the past 12 months and/or received compensation for corporate advisory services, brokerage services or underwriting services from the Subject Company in the past 12 months;

(vi)     if a Research Analyst expects to receive or intends to seek compensation for corporate advisory services, brokerage services or underwriting services from the Subject Company in the next three months;

(vii)    any other material conflict of interest of the Research Analyst which has the ability to influence the content of a Research Report, that the Research Analyst knows or has reason to know at the time of the publication or distribution of a Research Report.

Explanation; For the purpose of this regulation, the term “close relative” shall mean the spouse(s) and lineal ascendant(s) and descendant(s) of the Research Analyst.

(3)      All the disclosures under these regulations shall also be made by a Research Analyst and its Associates in Public Appearance(s).

(4)      The Research Analyst and its Associates shall not be required to make a disclosure to the extent such disclosure would reveal material non-public information regarding specific potential corporate advisory, brokerage or underwriting service transactions of the Subject Company.

16.   Distribution of Research Reports.–(1) A Research Report shall not be distributed selectively to internal trading personnel or a particular client or class of clients in advance of other clients that are entitled to receive the Research Report.

(2)      A Research Analyst who distributes any Third Party Research Report shall review the Third Party Research Report for any untrue statement of material fact or any false or misleading information.

(3)      A Research Analyst who distributes any Third Party Research Report shall disclose any material conflict of interest of such third party research provider or it shall provide a web address that directs a recipient to the relevant disclosures.

CHAPTER IV

GENERAL OBLIGATIONS

17.   General Responsibilities.–The Research Analyst shall act in a fiduciary capacity towards its clients and shall disclose all conflicts of interests as and when they arise and suitably address the same.

18.   Maintenance of Records.–(1) The Research Analyst shall maintain the following records:

(i)       Research Reports prepared;

(ii)      Research recommendations provided, whether written or oral;

(iii)     Rationale for arriving at research recommendations;

(iv)     Record of Public Appearances.

(2)      All records shall be maintained either in physical or electronic form and preserved for a minimum period of five years.

(3)  The Research Analyst shall conduct an annual audit in respect of compliance with these regulations from a member of the Institute of Chartered Accountants of Pakistan.

(4)  The audit report shall accordingly be furnished to the Commission.

CHAPTER V

INSPECTION

19.     The Commission may suo motu or upon receipt of information or complaint appoint one or more persons as Inspecting Authority to undertake inspection of the books of accounts, records and documents relating to a Research Analyst for any of the following reasons, namely:–

(i)       to ensure that the books of account, records and documents are being maintained in the manner specified in these regulations;

(ii)      to inspect into complaints received from any person, on any matter having a bearing on the activities of a Research Analyst;

(iii)     to ascertain whether the provisions of these regulations are being complied with by the Research Analyst; and

(iv)     to inspect into the affairs of the Research Analyst in relation to research activities, in the interest of the securities market or in the interest of investors.

20.   Notice before inspection.–(1) Before ordering an inspection under Regulation 19 the Commission shall give not less than seven days’ notice to the Research Analyst.

(2)      During the course of an inspection, the Research Analyst against whom the inspection is being carried out shall be bound to discharge its obligations as provided in these regulations.

21.   Submission of report to the Commission.–The Inspecting Authority shall, as soon as possible, on completion of the inspection, submit an inspection report to the Commission:

Provided that if directed to do so by the Commission, the Inspecting Authority may submit an interim report.

22.   Action on the inspection report.–The Commission may after consideration of the inspection report and after giving reasonable opportunity of hearing to the Research Analyst or its Associates, without prejudice to any other action under the Act, issue such directions as it deems fit in the interest of securities market or the investors including the following:

(i)       requiring the Research Analyst to refund any money collected as fees, charges or commissions or otherwise to the concerned clients along with the requisite interest; and

(ii)      prohibiting the Research Analyst from operating in the capital market or accessing the capital market for a specified period.

CHAPTER VI

DISCIPLINARY PROCEEDINGS

23.   Restriction or Suspension of Registration.–(1) Where a Research Analyst or any other entity on which any section of these regulations is applicable, fails to comply with or contravenes the applicable provisions of these regulations or is not in compliance with conditions of registration or any directive issued or order passed by the Commission, the Commission may, after providing a reasonable opportunity of representation to such Research Analyst or entity, impose:

(a)      a restriction on its activities as Research Analyst or suspend it registration; and/or

(b)      a penalty provided under Section 40-A of the Act.

(2)      A Research Analyst whose registration has been suspended shall not act as or perform the functions of a Research Analyst during the period of suspension and remove the causes of suspension within a period of one hundred and twenty days from the receipt of the suspension order or such earlier period as provided through the order of suspension.

(3)      The Commission while imposing restrictions or suspending the registration of the Research Analyst may impose such conditions, as it deems appropriate.

24.   Cancellation of Registration.–(1) The Commission, after providing a reasonable opportunity of hearing, may cancel the registration of a Research Analyst if,–

(a)      in the opinion of the Commission, the Research Analyst has been in violation of any restriction imposed under sub-regulation (1) of Regulation 23;

(b)      it is found guilty of fraud; or

(c)      its registration has been suspended and the causes of suspension have not been removed within one hundred and twenty days from the receipt of suspension order or such earlier period as provided through the order of suspension; or

(d)      refuses or fails to pay a penalty, if any, imposed by the Commission; or

(e)      refuses or fails to apply for renewal of its registration with in the time as specified in these regulations.

(2)      The Commission while cancelling the registration of the Research Analyst may take such measures and issue such directions as it deems appropriate and which are not inconsistent with the Act and the Ordinance.

(3)      The registration of the Research Analyst shall stand automatically cancelled if such Research Analyst voluntarily surrenders its certificate of registration to the Commission.

(4)      Upon cancellation of the registration, the Research Analyst shall forthwith cease to act as or perform the functions of Research Analyst.

25.  Compliance and Enforcement Mechanism for the Research Analyst.–A Research Analyst must,–

(a)      establish compliance procedures on a regular basis to ensure that the procedures reflect current laws and provide adequate guidance to its employees about what is permissible conduct;

(b)      continuously monitor and audit the effectiveness of compliance procedures and keep the Associates updated with any changes in these procedures;

(c)      implement appropriate disciplinary sanctions for itself and its Associates in case of violations; and

(d)      monitor the personal trading activities of its Associates.

FORM I

[See Regulations 6(1) and 8(1) of the Research Analyst Regulations, 2015]

Application for Grant of Certificate for Registration/Renewal as a Research Analyst to the Securities and Exchange Commission of Pakistan

INSTRUCTIONS

1.       This form is meant for use by the applicant for grant of certificate for registration/renewal as a Research Analyst.

2.       The applicant should complete this form, and submit it, alongwith all supporting documents to the Commission at its head office at Islamabad.

3.       This application form should be filled in accordance with these regulations.

4.       The application shall be considered by the Commission provided it is complete in all respects.

5.       All answers must be legible and all the pages must be numbered with signature/stamp on each page of the form.

6.       Information which needs to be supplied in more detail may be given on separate sheets which should be attached to the application form and appropriately numbered.

7.       The application must be signed.

8.       The application must be accompanied by an application (registration/renewal) fees as specified in these regulations.

1.       GENERAL INFORMATION

(a)      Name, address of the registered office, address for correspondence and principal place of business, telephone number(s), fax number(s), e-mail address of the applicant.

(b)      Whether application is for registration/renewal. Provide registration number if the application is for renewal of certificate.

(c)      Name, direct line number, mobile number and e-mail of the contact person(s).

(d)      Legal structure of applicant – Whether the applicant is an individual, partnership firm or a body corporate.

(e)      Whether the applicant is a bank/Non-Bank Finance Company.

(f)       Whether the applicant is registered with the Commission in any capacity. If so, details of such registration.

2.       DETAILS OF APPLICANT

(a)      Name(s) and number(s) of the applicant and its partner(s) or employee(s) (hereafter referred to as “representatives”) who shall engage in research analysis under these regulations on behalf of the applicant.

(b)      Declaration by the applicant that he/she/its representatives mentioned in (a) above meet the educational/certification/experience requirements mentioned in these regulations for the purposes of registration/renewal as a Research Analyst:

          (Please provide self-certified copies of supporting documents).

(c)      Declaration by the applicant that he/she/it shall ensure compliance by himself/herself/its representatives with the qualification/experience/certification requirements under these regulations at all times.

(d)      In case the applicant is an individual, enclose identity proof (CNIC) and address proof of the applicant.

(e)      In case the applicant is a company, shareholding pattern and profile of the directors (Enclose identity proof (CNICs) and address proof of the directors).

(f)       If applicant is a bank, then copy of approval from the State Bank of Pakistan for undertaking research activity.

(g)      In case applicant is a partnership firm, names and beneficial ownership pattern of the partners engaged/proposed to engage in research analysis (Enclose identity proof (CNICs) and address proof of the partners).

(h)      In case applicant is a body corporate (other than company), shareholding pattern and profile of the directors (Enclose identity proof (CNICs) and address proof of the directors).

(i)       In case applicant is a body corporate (other than company), whether the applicant is set up or established under the relevant laws and whether the applicant is permitted to carry on of the activity of a Research Analyst (Enclose relevant extract of the relevant Statute/Act).

3.       DETAILS OF INFRASTRUCTURE

(a)      Details of office space, office equipment, furniture and fixtures, communication facilities, research capacity, research software for undertaking research analysis.

(b)      Declaration that the applicant has the necessary infrastructure to effectively discharge the activities of Research Analyst.

4.       OTHER INFORMATION / DECLARATIONS / REGULATORY ACTIONS

(a)      Details of all settled and pending disputes in the last 5 years.

(b)      Whether any previous application for grant of registration/renewal made by any person directly or indirectly connected with the applicant has been rejected by the Commission; If yes, provide details of the same.

(c)      Whether any disciplinary action has been taken by the Commission or any other regulatory authority against any person directly or indirectly connected with the applicant under the Act or the regulations made there under in the last 5 years. If yes, provide details of the action.

(d)      Whether the applicant/ its directors/promoters/ partners have been indicted/involved in any economic offence in the last 5 years. If yes, provide details of the same.

(e)      Any other information considered relevant to the nature of services to be rendered by the applicant.

5.       DECLARATION STATEMENT

I/We hereby agree and declare that the information supplied in the application, including the attachment sheets, is complete and true.

AND I/ we further agree that, I/we shall notify the Securities and Exchange Commission of Pakistan immediately of any change in the information provided in the application.

I/We further agree that I/ we shall comply with, and be bound by the Securities and Exchange Commission of Pakistan Act, 1997, and the Research Analyst Regulations, 2015 made thereunder, and any guidelines/instructions as may be announced by the Securities and Exchange Commission of Pakistan from time to time.

I/We further agree that as a condition of registration, I/we shall abide by such operational instructions/directives as may be issued by the Securities and Exchange Commission ofPakistan from time to time.

For and on behalf of ______________________________________
(Name of the applicant)

Authorized signatory/ Applicant ___________________________
(Signature)

(Date and Place) _________________________________________

Form II

[See Regulation 7(1) and 8(1) of the Research Analyst 
Regulations, 2015]

Certificate of Registration/Renewal as a Research Analyst

I.       In exercise of the powers conferred by sub-section (4)(d) of Section 20 of the Securities and Exchange Commission of Pakistan Act, 1997, read with the regulations made there under, the Commission hereby grants a certificate of registration/renewal to ______________________________ as a Research Analyst subject to the conditions specified in the Act and in the regulations made thereunder.

II.      The Registration Number of the Research Analyst is RA _______________.

III.     Unless renewed, the certificate of registration/renewal is valid from ____________ to ______________.

Date:

By Order

Sd/-

For and on behalf of 
Securities and Exchange Commission of Pakistan