(iv)       Any other condition as may be imposed by the Commission at the time of granting approval.

(c)      After completion of the conditions provided in sub-regulation (d) and obtaining prior approval of the Commission in writing, the Board of Directors of the stock exchange shall issue instructions to the CDC to transfer the shares to the strategic investor:

          Provided that no shares shall be transferred unless the payment for the same is received from the strategic investor and confirmation of the same is provided to the Commission by the stock exchange.

6.  Manner of issuance of TREC.—(1) The TREC shall be issued in physical form in accordance with the format prescribed in Annexurc-I.

(2)     Each TREC shall—

(a)     be allotted a distinctive number.

(b)     be prepared and delivered by the stock exchanges to the initial shareholders within thirty days of the grant of the Commission's approval under Section 4(2) of the Act.

(3)     The stock exchanges shall confirm in writing to the Commission the issuance of TRECs alongwith the names of initial shareholders and the distinctive numbers of the TREC so issued.

(4)     The TREC to be issued under Section 16(5) & (6) of the Act shall be issued by the stock exchange within fifteen days of completion of all procedures/requirements for issuance of TREC in accordance with the requirements of these regulations and any other regulations of the stock exchange(s).

(5)     The stock exchanges shall maintain a register of TREC holders which shall contain the name, CNIC/Company Registration Number, address of the TREC holder and any other matters as may be specified by the Commission from time to time.

(6)  A stock exchange shall issue a TREC under Section 16(5) & (6) of the Act on the basis of a written application which shall be accompanied by such documents as a stock exchange may specify from time to time.

(7)  The TREC under Section 16(5) & (6) of the Act shall only be issued to a person upon satisfaction by the Exchange that the applicant fulfills the fit and proper criteria specified by the Commission from time to time for registration as a broker and the stock exchange shall obtain such documents from the applicant as may be necessary for this purpose.

7.       Manner of Transfer of TREC—(1) The stock exchanges shall ensure that not more than one transfer is registered in respect of a TREC issued under Section 5 of the Act:

Provided that no transfer shall be executed or registered in respect of TREC issued under Section 16(5) & (6) of the Act;

Provided further [hat any change in the name of TREC holder as a result of conversion of status from an individual TREC holder to a corporate TREC holder shall not be considered as a transfer of TREC, if the concerned individual member retains the majority shareholding and management control of the company.

(2)     A TREC holder who has been issued a TREC under Section 5 of the Act shall request the stock exchange to provide a no objection certificate (NOC) before entering into any transaction for the transfer of TREC.

(3)     Any TREC issued under Section 5 of the Act by the stock exchanges shall only be transferred to a person who fulfills the fit and proper criteria for the brokers as specified by the Commission from time to time and before registering any transfer of TREC, the stock exchange shall ensure that the transferee fulfills the fit and proper criteria.

(4)     The stock exchanges may require transferor and transferee of the TREC issued under Section 5 of the Act to provide such information as may be required for determining the fit and proper status for registering a transfer of TREC or for issuing a NOC for such transfer.

(5)     The TREC issued under Section 5 of the Act shall only be transferred on the basis of a written application signed by both the transferor and transferee, the contents of which and the signatures of the transferor shall be verified by the stock exchange before registering the transfer.

8.       Manner of disposal of shares of a stock exchange.—After demutualization, shares of a stock exchange held in the blocked account may be disposed in the following manner:

(a)      The Demutualization Committee of a stock exchange shall exercise its best efforts to attract a strategic investor which fulfills the eligibility criteria prescribed in these Regulations:—

               Provided that the stock exchange shall take all necessary steps for the implementation of necessary reforms and upgrading its systems to fulfill this objective;

(b)     If, as a result of negotiation, the Demutualization Committee of a stock exchange receives multiple offers which are above the valuation of such stock exchange, it shall accept the highest offer:

               Provided that, it may grant any other offerors the opportunity to match the highest offer:

               Provided further that the Demutualization Committee of a stock exchange may accept an offer which is not the highest offer but is greater than the valuation of the stock exchange after considering the reputation, past track record and expected future benefits from the participation of such offeror;

(c)      Shares sold to a strategic investor shall be held in a blocked account in the name of such strategic investor and shall only be transferred with the prior written approval of the Commission.

9.  Allotment of shares of stock exchange to the initial shareholders.—(1) Within 30 days of receiving approval under Section 4(2) of the Act, or a determination under Section 4(6) of the Act, the stock exchange shall forward to the CDC the list of initial shareholders, submitted to the Commission under Section 4(1)(d) of the Act, with the instructions to credit forty per cent shares out of total shares allotted to such initial shareholder in the account of each initial shareholder;

(2)  On the basis of instructions of the stock exchange, CDC shall credit in the account of each initial shareholder, forty per cent shares out of total shares allotted to such initial shareholder.

10.  Segregation of Commercial and Regulatory Functions.—(1) Each stock exchange shall ensure compliance with the plan for segregation of commercial and regulatory functions approved by the Commission under Section 4(2)(f) of the Act in accordance with the timelines provided in the plan.

(2)  Any modifications to address foreseeable events of non-compliance with the approved plan must be submitted to the Commission for approval alongwith detailed rationale, well in advance of occurrence of any such event/modification.

ANNEXURE-I

[See Regulation 6(1)]

______________ STOCK EXCHANGE

TRADING RIGHT ENTITLEMENT (TRE) CERTIFICATE

The _________ Stock Exchange, in pursuance of Section 5 or Section 16, whichever applicable, of the Stock Exchanges (Corporatisation, Demutualization and Integration) Act, 2012 read with regulation 6 of the Stock Exchanges (Corporatisation, Demutualization and Integration) Regulations, 2012 hereby grants a TRE Certificate to ___________________________, subject to the requirements of the Regulations of the ___________________ Stock Exchange, where applicable.

2.  TRE Certificate number: _____________________

Dated:        _________________

Place :         _________________

By order

Sd/-

For and on behalf of

            _________________ STOCK EXCHANGE