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Ministry of Justice of Ukraine

March 10, 2022

No. 319/37655

DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of February 22, 2022 No. 135

About approval of Licensed conditions of implementation of professional activity in the capital markets - activities for property management for financing of construction objects and/or implementation of real estate transactions

According to Item 13 parts one of article 8 of the Law of Ukraine "About state regulation of the capital markets and the organized goods markets", Item 18 of the Section XIII "Final and transitional provisions" of the Law of Ukraine "About the capital markets and the organized goods markets" the National commission on securities and the stock market solved:

1. Approve Licensed conditions of implementation of professional activity in the capital markets - activities for property management for financing of construction objects and/or implementation of real estate transactions which are applied.

2. For the purposes of these Licensed conditions length of service in the markets of financial services, namely property services for financing of construction objects and/or implementation of real estate transactions, is equated to length of service in the capital markets.

3. For the purposes of these Licensed conditions length of service in financial organizations / the professional participants of the stock market performing activities for property management for financing of construction objects and/or implementation of real estate transactions or in self-regulatory organizations or associations which united such financial organizations / professional participants of the stock market is equated to length of service in the subjects of managing performing professional activity in the capital markets or in associations (associations) of persons which perform professional activity in the capital markets.

4. The legal entities having licenses for implementation of professional activity in the capital markets - activities for property management for financing of construction objects and/or implementation of real estate transactions, shall:

bring the internal documents into accord with these Licensed conditions within six months after entry into force of this decision if other is not established by standards of corporate management in professional participants of the capital markets and the organized goods markets;

bring structure of property into accord with requirements of these licensed conditions within six months after entry into force of this decision if in structure of property of such person there is foreign legal person(s) and/or physical person(s) - the foreigner(s) - within year.

Requirements of these Licensed conditions of rather seed capital are applied only to legal entities who intend to perform activities for property management for financing of construction objects and/or implementation of real estate transactions and submitted to NKTsBFR the application and the relevant documents for receipt of the license.

5. To department of methodology of regulation of professional participants of the security market () provide Kurochkin I.:

submission of this decision on state registration in the Ministry of Justice of Ukraine;

promulgation of this decision on the official website of the National commission on securities and the stock market.

6. This decision becomes effective from the date of its official publication.

7. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market Ilyin A.

Acting as Commission chairman 

M. Libanov

 

It is approved:

First Deputy Minister of digital transformation of Ukraine

 

A. Vyskub

Chairman of the Antimonopoly Committee of Ukraine

O. Pishchanskaya

Chairman of Public service of financial monitoring of Ukraine

I.Cherkassky

Approved by the Decision of the National commission on securities and the stock market of Ukraine of February 22, 2022 No. 135

Licensed conditions of implementation of professional activity in the capital markets - activities for property management for financing of construction objects and/or implementation of real estate transactions

I. General provisions

1. These Licensed conditions establish the requirements obligatory for accomplishment in case of receipt of the license for implementation of professional activity in the capital markets - activities for property management for financing of construction objects and/or implementation of real estate transactions (further - the license), when implementing professional activity in the capital markets - activities for property management for financing of construction objects and/or implementation of real estate transactions (further - activities for property management), features of combination of such activities with separate types of professional activity in the capital markets.

2. In these Licensed conditions terms are used in such values:

the associated person - the husband or the wife, direct relatives of person (the father, mother, children, brothers and sisters, the grandfather, the grandma, grandsons), direct relatives of the husband or the wife of person, the husband or the wife of the direct relative;

continuous rendering services - provision of services without variation from requirements to rendering the services determined by internal documents of the licensee and/or its contract with the third parties;

the separate division of the applicant/licensee - branch, other division of the legal entity which is located out of its location and performs everything or part of its functions on implementation of activities for property management, except specialized structural division;

the applicant - the legal entity created by the legislation of Ukraine which intends to perform activities for property management also submits to NKTsBFR the application and the relevant documents for receipt of the license;

the leading officials are persons performing executive functions, and the faces performing supervising functions;

the head of the applicant/licensee - person performing functions of sole executive body or the chairman of collegiate executive body of the applicant/licensee;

the key participant in structure of property of the legal entity or applicant/licensee (further - the key participant) - any physical person owning share in the authorized capital (shares) of such legal entity, the legal entity who owns share (block of shares) in the amount of 2 and more percent in the authorized capital of such legal entity, and at the same time:

if the legal entity has more than 20 participants - physical persons, then 20 participants - physical persons which shares are the largest are considered as key members of the legal entity;

if identical by the size of share (blocks of shares) in the authorized capital of the legal entity belong to more than 20 participants - physical persons, then all physical persons which own shares (block of shares) in the amount of 2 and more percent in the authorized capital of such legal entity are considered as key members of the legal entity;

it is considered that the public company has no key participants;

the licensee - the legal entity created by the legislation of Ukraine, having the license obtained in the procedure established by the legislation;

the mediated essential participation - ownership in the applicant/licensee which comes if person or group of persons directly or indirectly owns share (shares) in the authorized capital of one or several legal entities in structure of property of the legal entity of the applicant/licensee, in such size which provides opportunity to control through this person (these persons) of 10 and more percent of the authorized capital of the applicant/licensee;

persons who perform supervising functions - the chairman and members of the supervisory board (or other body responsible for implementation of supervision of the legal entity according to internal documents of the licensee), other persons who have powers on determination of strategy, the purposes and general activity of the legal entity watch process of acceptance of management decisions and control this process;

officials of internal control system - the division managers performing functions on risk management, internal audit and komplayens and/or individuals who perform functions of the risk manager, komplayens-manager and internal auditor;

the room - the part of unobstructed capacity of the building limited to construction elements with possibility of entrance and exit which is used by the licensee (including its isolated and/or specialized structural divisions) when implementing activities for property management;

the direct owner of the applicant/licensee - person who is the owner of share (shares) in the authorized capital of the applicant/licensee;

the public company is:

public joint stock company;

the foreign legal entity who is the issuer of the shares admitted to trading on at least one of the following controlled markets:

New York Stock Exchange (NYSE);

Hong Kong Exchanges and Clearing;

London Stock Exchange (LSE);

Japan Exchange Group;

the controlled markets entering into Nasdaq, Inc.;

the controlled markets of the country entering the European Union and Switzerland;

the certified specialist - physical person addressed to which the certificate of NKTsBFR on the right of making of the actions connected with direct implementation of professional activity in the capital markets which effective period did not expire is issued;

the specialized structural division of the applicant/licensee - department, management, department, the sector which is integral part of internal organizational structure of the applicant/licensee or its separate division and has other location, than the licensee or its separate division;

length of service on executive positions - length of service as the leading official and/or as deputy of the leading official and/or as the head and/or the deputy manager of the isolated and/or specialized structural and/or functional division of the professional participant of the capital markets and the organized goods markets and/or positions of public service are not lower than category B in State commission on securities and the stock market and/or NKTsBFR and/or State commission on regulation of the markets of financial services of Ukraine and/or the National commission performing regulation in the sphere of the markets of financial services and/or to positions of the chairman or member of such commission;

length of service in the capital markets is general length of service of physical person:

on the leading positions / as specialist of the subject of the managing performing professional activity in the capital markets

and/or on the leading positions / as specialist in associations (associations) of persons performing professional activity in the capital markets;

and/or positions of public service in State commission on securities and the stock market and/or NKTsBFR and/or State commission on regulation of the markets of financial services of Ukraine and/or the National commission performing regulation in the sphere of the markets of financial services and/or to positions of the Chairman or member of such commission.

The terms "managing director", "ustanovitel of property management" are used in the value determined by the Law of Ukraine "About financial and credit mechanisms and property management in case of construction of housing and real estate transactions".

The terms "goodwill", "person who performs executive functions", "person performing managerial functions", "official channel of communication", "officials of the professional participant of the capital markets and organized goods markets", "original capital", "professional activity in the organized goods markets", "professional activity in the capital markets", "professional participants of the organized goods markets", "professional participants of the capital markets", "members of the capital markets" are used in the values determined by the Law of Ukraine "About the capital markets and the organized goods markets".

The terms "gross violation", "system violation" are used in understanding of the Law of Ukraine "About the capital markets and the organized goods markets".

The terms "essential participation", "controller", "control" are used in the values determined by the Law of Ukraine "About financial services and state regulation of the markets of financial services".

The terms "chain of ownership of corporate laws of the legal entity" and "structure of property of the legal entity" are used in the values determined by the Law of Ukraine "About banks and banking activity".

The terms "faultless goodwill", "identification data", "final beneficial owner", "trust" are used in understanding of the Law of Ukraine "About prevention and counteraction of legalization (washing) of income gained in the criminal way, to financing of terrorism and financing of distribution of weapons of mass destruction".

The term "force majeur circumstances" is used in the value determined by the Law of Ukraine "About Chambers of Commerce and Industry in Ukraine".

The terms "licensing", "location of the legal entity" are used in the value given according to the procedure of issue, suspension of action and cancellation of the license for implementation of professional activity on the capital markets, approved by the decision of NKTsBFR of October 21, 2021 No. 982, registered in the Ministry of Justice of Ukraine on December 3, 2021 for No. 1563/37185.

The term "functional division of the professional participant" is used in the value given in the regulatory legal act which establishes standards of corporate management in professional participants of the capital markets and the organized goods markets.

Other terms which are used in these licensed conditions are used in the values determined by the laws of Ukraine and regulatory legal acts NKTsBFR.

3. Shall correspond to the requirements established by these Licensed conditions:

the applicant and owners of essential participation in the applicant, including final beneficial owners of the applicant, as of date of filing of application about licensing and the documents determined by these Licensed conditions;

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