CHAPTER TWO

STOCK EXCHANGES

SECTION ONE

GENERAL PROVISIONS

Article (85)

	The provisions of the Law and these Executive Regulations, as well as other executive decisions in connection with their implementation thereof shall govern listing and trading of securities on the stock exchanges.

Article (86)

	The stock exchange shall provide and make available therein the equipment and technical means necessary for the listing and trading of securities and for the discharge of its other duties. 

	Cairo and Alexandria stock exchanges shall provide means of communication link between them for the execution of a uniformed trading system.

	Trading of securities at the stock exchange shall be according to the rules adopted by the exchange and approved by the Authority.

Article (87)
	Every company or entity having listed securities on the stock exchange shall provide such an exchange with the following:

1.	Documentation pertaining to the amendments of its statute within fifteen days of the date of their entry into force;

2.	Copy of the balance sheet and the other financial statements, names of the members of the board of directors and the reports prepared by the board and the auditor within fifteen days from the date of their endorsement;

3.	A semi-annual record including the value of shareholdings of the company board members, its employee and the names 	of shareholders who own at least l0 percent of the company’s shares; and

4.	Any other documents the Authority may request.

	Without prejudice to the provision of Article (l0l) of these Executive Regulations none other than the brokerage firms shall obtain from the stock exchange any of the documents indicated in this article or any of the information contained therein.

Article (88)

	Every stock exchange shall keep a registry of the authorized persons representing the brokerage firms executing transactions. Registration shall be affected upon a decision by the stock exchange that shall notify the Authority of the names of the registered persons within a week of the registration date.
	
Article (89)

	The representative of the brokerage firm who is authorized to trade on the exchange should satisfy the following conditions:

1.	Enjoy legal eligibility;

2.	Have good reputation;

3.	Have not been disciplinary dismissed from service or has definitely been disciplinary prevented from exercising the profession of brokerage, or any other profession, or has been convicted for a felony or misdemeanor in a crime of honor or integrity, or by penalty restricting freedom in any of the crimes stipulated by the Company or the Trade Laws or the Capital Market Law, or has been declared bankrupt; 

4.	Have the experience or undertake the tests or the studies recognized or organized by the Authority;

5.	Be a full time employee and not working in any manner or in any capacity in another brokerage firm, or in any other commercial business; and

6.	Be holder of university degree.

	Brokers, middlemen, and principal delegates who are registered with Cairo and Alexandria stock exchanges at the time of entry of this Law into force shall be exempted from the conditions specified by items (4) and (6) of this article.

	The concerned party may lodge a contest to the Contesting Committee that is stipulated in the Law regarding the Authority's decision abstaining or denying his registration, or deleting or suspending such registration.

                                 SECTION TWO

PROVISIONS OF TRADING AND EXECUTION
OF TRANSACTIONS

Article (90)

	The brokerage firm is prohibited from adopting any policy or taking any action that cause damage to those dealing with it or jeopardizing their rights. The firm is also prohibited from trading for its own account or for the account of its board members, its directors, or any of its employees.

Article (91)

	Every brokerage firm should record the customers' orders as soon as received.  The record should include contents of the order, the name and capacity of the issuer of the order, the time and manner of order receipt and the price being sought by the customer.

	The brokerage firm shall equip it offices with the necessary means for the discharge of its duties.

Article (92)

	Selling and buying orders of securities shall be executed in the place and during the trading hours as specified by the stock exchange. These orders, with its identifying information shall be displayed in a manner that fulfills transparency and be in conformity with the rules issued by the Authority.

	In a marriage transaction order the brokerage firm shall announce and display such order on the Trading Board for at least half an hour before the transaction is completed. The announced price should be equal to either the closing price or the trading price, as the case may be.  Any brokerage firm may interfere to match such an order at a price higher than the offer price or less than the bid price.

	The stock exchange shall set the executive rules pertaining to these provisions.

Article (93)

	The Authority shall oversight the trading market and shall ensure compliance with the Law and the Executive Regulations with respect to prohibited activities, such as artificial transactions, price rigging, deceptive devices, cheating, manipulation and fraudulent activities in connection with securities.

Article (94)

	The stock exchange shall establish its operational systems and shall set the rules that insure fair-trading and proper discharge of its duties.

	The stock exchange shall form a committee to supervise the daily trading and to ensure compliance with laws and regulations and to resolve problems in connection with trading operations.

		Article (95)

	The brokerage firm shall execute the orders as specified by the customer. If the customer does not specify the trading date, the brokerage firm should execute the order during the first following session of the receipt of order.

	Orders shall be executed in the terms of priority as have been received by the brokerage firms either during or off the trading session.

	The Firm shall complete trading procedure and notify the stock exchange and the customer accordingly in the following working day of such transaction.

Article (96)

	The brokerage firm which executes a transaction contrary to the customers' order, or trade a security which is not legally allowed, or which is seized, is pledged to deliver another security within one week from the date it is requested, otherwise it should compensate the customer. This is without prejudice to the Firm's right to claim compensation from the person who has been the cause of such act.

Article (97)

	Transactions could be executed on any number of securities.

	The Trading Price of a security shall be the last price of its traded lot (a lot is one hundred security) during a trading day.

	The Closing Price of a security shall be the last price of its traded lot at the end of the trading day.

	The stock exchange shall display the transaction prices as well as other bids and offers prices.

	The closing price of a security shall be deleted if it is not traded for six continuous months, and the company will be removed from the stock exchange list if no trading takes place for a whole year.

Article (98)

	            The stock exchange shall record the trading operations executed by brokerage firms on the same day on which it has been notified. Records shall include names of seller and buyer, full information on the security and the price at which the transaction was concluded. Concerned persons may be given a copy of the record according to the system followed at the stock exchange.

Article (99)

	The stock exchange shall record the transactions of unlisted securities when notified thereafter.

	The record shall contain the information specified in the preceding article.

SECTION THREE

SETTLEMENT OF TRANSACTIONS AND 
DISSEMINATION OF INFORMATION

Article (100)
	Ownership of nominal securities that are listed on the stock exchange shall be transferred once the recording of their transaction on the stock exchange through the established means is completed.

	For the unlisted nominal securities, the transfer of their ownership shall be completed when recorded in accordance with the preceding article. The owner shall reserve a written document establishing the ownership transfer.

	For bearer securities, transfer of ownership shall be affected by the transfer of their holding.

	The stock exchange shall notify the issuer of the security of the transfer of ownership within three days from the date of its recording.

Article (101)

	Every stock exchange, within one week of its approval to list a specific security, shall provide the Authority with the information it may request, as well as the following information with respect to the type of security:

1.	Concerning Shares:

•	Name of the company and its governing law;

•	The authorized, issued and paid-up capital.

•	Type of subscription and number of subscribers;

•	Type of shares and the nominal value of the share and the percentage paid of such value at the date of submitting the statement;

•	Information on every issue the shares of which have been listed including the issue number, date, value, nominal   value of its share, number of shares, and the percentage of bearer shares to the value of issues.

•	Date of listing approval by the Stock Exchange; and	

•	 Type of List in which the securities have been listed.

2.	Concerning Bonds, Financial Notes (Sokok Eltamweel), and other Securities:

•	Issuer of the bonds, the financial notes and other securities;

•	Value of the bond, the financial note and the other security;

•	The return and maturity date;

•	 Type of subscription;

•	 Date of listing approval by the stock exchange;

•	Type of List in which the listing was approved; and

•	 Date and number of listed issue.

	Every stock exchange shall provide the Authority with the following periodic reports on the trading of securities listed therein:

1.	A daily report on trading:  including information on the type of traded securities, price of each, volume of trading, type of transaction and the total number of operations. In addition, it shall include information on the total number of trading     operations carried out on the unlisted securities;

2.	A monthly and by-monthly report on trading: including      information on the total value, volume and number of operations of securities trading during the period, as well as the last    closing price and the nominal value of the securities, the closing prices of which have been deleted in accordance with the provision of Article 97 of these Executive Regulations; and

3.	An annual report on trading:  including information on the total volume of year trading, value and number of trading operations as compared with the preceding year. The report shall highlight the trading aggregates of the year distributed by different economic sectors and the major phenomenon that have affected the securities market and its trading volume, as well as the suggestion of the stock exchange to remedy the negative effects of such phenomenon. The report shall also include information on the effect of the securities trading on the listing of each, on the A and B Lists of the exchange, together with the information of the trading of unlisted securities.

Article (l02)

	Trading information shall be published by the stock exchange in a daily bulletin including the following data:

1.	The successive prices at which the operations have been carried out during the session;
2.	The closing price of each security and the prices of selling and buying offers, even if no transactions were carried out;
3.	Type of securities traded during the day; and
4.	A comparison of the closing price of traded securities during the day with the last preceding closing price of these securities.

	The stock exchange shall prepare a monthly bulletin, including information on the securities which have bee approved for listing during the month, the monthly aggregate trading of listed securities classified by economic sector, the trading value and number of operations on the aggregate, and by sector, in comparison with the preceding month. It shall also include important statistical ratios as well as the information that the stock exchange considers necessary for media publication.  

Article (103)

	Companies for clearance and settlement of securities trading on the stock exchanges could be established for the purpose of organizing the receipt and delivery of traded securities between brokerage firms and the settlement of financial positions resulting from trading operations by these firms in accordance with the system established by the stock exchange and approved by the Authority.

	Until the aforementioned companies are established the stock exchange shall render such a service according to the system to be established for this purpose.

SECTION FOUR

PRIVATE STOCK EXCHANGES

Article (104)

	By authorization of the Minister, and in pursuance to a proposal by the Board of Directors of the Authority, private stock exchanges could be established having a private corporate entity where listing and trading shall be limited to one or more type of securities.

Article (105)

	Incorporation of the private stock exchange shall be according to the provisions, procedures and conditions set forth in these Regulations pertaining to securities intermediation companies.

Article (106)

	The contract of the private exchange and its statute shall be according to the forms established by the Authority and without prejudice to the provisions of these Executive Regulations.

Article (107)

	The stock exchange founders shall not be less than twenty members half of them at least have to be banks, insurance companies and securities financial service firms, or from all, and provided that they are incorporated in Egypt.

Article (108)

	The stock exchange shall have a fully paid cash capital of ten million pounds divided into portions appropriated to what is paid by each member and Egyptians shall own the majority of such capital.

Article (109)

	The general assembly of the private stock exchange shall be formed by all owners of capital and shall be governed by the provisions and rules pertaining to the securities intermediation companies as stipulated by Article 27 of the Law as far as its functions, meetings, quorum and voting are concerned. Every member shall have one vote.

Article (110)

	The stock exchange shall be managed by a board of directors composed of not less than five and not more than nine members appointed by the general assembly from among members for a period of three years and shall be in accordance with the procedure stipulated by its statute.

	The founders shall make the appointment of the first board of directors.

	There may be two experts among the members of the board even if they are not members of the general assembly of the stock exchange.

Article (111)

	Meetings of the board of directors shall not be valid unless attended by the majority members. Decisions are taken by majority votes of the attendants.

Article (112)

	The following conditions must be fulfilled for the establishment of a private stock exchange:

1.	The managers of the stock exchange must have had previous experiences in connection with securities;

2.	Payment of an insurance amount the value of which and the rules and procedures regulating deduction there from, replenishment, management of its returns, and its recovery, shall be determined by a decision of the Minister pursuant to a proposal of the Board of Directors of the Authority;

3.	None of the founders or the managers of the stock exchange should have been convicted for a felony or a misdemeanor affecting dignity or honesty, or for a penalty restricting freedom in one of the crimes stipulated by Company and 
4.	Commercial Laws or the Capital Market Law, or declared bankrupt, or has been previously disciplinary dismissed from   service or disciplinary prevented from exercising the profession of broker or any other profession; and

5.	Equipping the premises of the stock exchanges with the means and instruments necessary to perform its activity in conformity with the conditions established by the Board of 	Directors of the Authority.

Article (113)

	Application for the licensing of a private stock exchange shall be submitted to the Authority including the name of the applicant, the amount of his capital, names of responsible managers and shall be attached to it the following documents:

1.	The contract of incorporation and the statute of the exchange;

2.	The receipt of payment of the insurance amount;

3.	The receipt of payment of the licensing fee which shall be determined by the Minister;

4.	An evidence of the cash subscription to the capital of the stock exchange with the names of the founders and 	sufficient information about them; and

5.	Names of Auditors and their declaration of acceptance of their appointment.

Article (114)

	The Authority shall examine the license applications and if the documents are complete it shall proceed with the submission of the matter to the Board of Directors, otherwise it shall notify the concerned parties within fifteen days from the date of submitting the application in order for them to complete the documents or the information contained therein. 

Article (115)

	The license applications shall be submitted to the Board of Directors of the Authority for consideration.

	The Board shall take its decision within sixty days from the date of submitting complete documentation thereto.
	
Article (116)

	The Chairman of the Board of Directors of the Authority shall submit the Board's proposition to establish the stock exchange including the type of securities to be listed and traded therein to the Minister within fifteen days from the date of approval of the Board.

Article (117)

	The Minister, before taking his decision in connection with the license application, may request the information he deems necessary for issuing his decree.

	The Minister shall issue his decree within thirty days from the date of the Boards' proposition to him, or the date of completing the clarifications he requested.

Article (118)

	Accounts of the stock exchange shall be audited by two Auditors who shall be selected by the general assembly of the exchange, from amongst the Auditors who are registered in a record prepared for this purpose in consultation between the Authority and the Central Agency for Accounting.

	Consolidated audited reports shall be prepared on the private stock exchange in accordance with the provisions of Article (161) of these Regulations.

Article (119)

	The stock exchange shall perform its duties according to the rules set forth by the Authority's Board of Directors, and shall be governed by the provisions of Article (58) of these Regulations.