Capital Market Authority Board Resolution No. (1-94-2025) dated 09/03/1447 AH corresponding to 01/09/2025 AD
The Board of the Capital Market Authority
Based on the Capital Market Law issued by Royal Decree No. (M/30)dated 02/06/1424 AH
decides the following:
A- Approving the amended rules for the offering of securities and ongoing obligations, the amended rules regulating special purpose entities, and the glossary of terms used in the Capital Market Authority’s regulations and rules, according to the attached format, to be effective from the date of their publication.
B- Amending the Financial Market Institutions Regulation issued by Board Resolution No. (1-83-2005) dated 21/05/1426 AH corresponding to 28/06/2005 AD, as amended by its Resolution No. (2-57-2025) dated 28/11/1446 AH corresponding to 26/05/2025 AD, as follows:
First: Amending paragraph (B) of Article Nineteen of the Regulation by adding the following text:
"8)Information Technology Officer in a licensed financial market institution authorized to conduct arranging activities in the context of practicing crowdfunding activities in securities," to be effective from the date of its publication.
Second: Amending paragraph (D) of Article Sixty-Nine of the Regulation to read as follows:
"D. Notwithstanding the provisions of paragraph (C) of this Article, a licensed financial market institution authorized to conduct arranging activities may, in accordance with the provisions of this chapter, retain client funds received in the context of practicing crowdfunding in securities, provided that it meets the following additional requirements:
1- The retained client funds shall not exceed eighty million Saudi Riyals.
2- The retained retail client funds shall not exceed one hundred thousand Saudi Riyals."
To be effective from the date of its publication.
C- Announcing the content of paragraphs (A) and (B) of this resolution on the websites of the Authority and Saudi Tadawul Company.
Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Qwaiz
List of Terms Used in the Capital Market Authority Regulations and Rules - 1447
The words and phrases in this list are intended to have the meanings specified for them unless the context of the text indicates otherwise:
Fund Management Fees
Compensation, expenses, and fees related to the consulting services paid to the fund manager.
Source Procedures
The procedures taken by the issuer that result in an increase or decrease in the number of its issued securities or a modification of their nominal value, including but not limited to, the increase and decrease of the issuer's capital.
Technical Procedures
The mechanisms related to the listing and trading of securities in the market for the execution of transactions, including settlement, clearing, registration of security ownership, transfer, and deposit, include but are not limited to the following:
1) Market procedures arising from market rules to regulate the procedures for trading and listing securities and post-trading procedures, including the registration, deposit, and settlement of securities.
2) Procedures for classifying categories of listed securities and criteria for determining market sectors and making necessary adjustments according to practices followed in this field.
3) Procedures for continuously adjusting the reference price of dual-listed securities.
4) Procedures for canceling orders passed due to technical malfunctions in trading systems.
5) Procedures for suspending trading of a specific security in emergency situations and canceling the suspension according to the provisions of trading and membership rules.
6) Granting market maker status to market members and revoking it, determining the maximum number of market makers for a security, and setting requirements for all mechanisms related to market making.
7) Procedures related to indices, including the creation of a new index, adopting the mechanism for calculating that index, modifying it, canceling its operation, and the criteria for the inclusion or exclusion of securities in an index.
8) Procedures related to the requirements for connecting to all market systems, the deposit center, or the clearing center for all beneficiaries of any of their services, including information security requirements.
Total value of the fund's assets
For the purposes of the Investment Funds Regulation and the Real Estate Investment Funds Regulation, it refers to the value of the fund's assets that are evaluated according to the method of asset valuation mentioned in the fund's terms and conditions.
Endurance Test
For the purposes of the Investment Funds Regulations, it refers to the preparation of stress test models and methods of scenario analysis for the risks faced by the fund, the fund manager's policy in dealing with them, and sensitivity analysis to measure the level of fluctuation in the prices of investment fund units due to variables affecting them. This includes, but is not limited to, the fund manager conducting a hypothetical simulation of liquidity risks and the policy to be followed to address those risks, and the results of this hypothetical simulation; to evaluate the policy followed by him in this regard and determine ways to develop it.
Administration
Managing securities belonging to another person in cases that require action at discretion, or operating investment funds.
Investment Management and Fund Operations
Making investment decisions for investment funds and client portfolios in cases that require action at discretion, and operating investment funds.
Investment Management
Making investment decisions for non-real estate investment funds and client portfolios in cases that require action at discretion.