THE ORDER OF THE CEO OF THE CENTER FOR COORDINATION AND CONTROL OF FUNCTIONING OF THE SECURITY MARKET UNDER THE STATE PROPERTY COMMITTEE OF THE REPUBLIC OF UZBEKISTAN

of July 16, 2009 No. 2009-40

About approval of Rules of issue of securities and state registration of releases of issued securities

According to the laws of the Republic of Uzbekistan "About the security market" and "About joint-stock companies and protection of shareholder rights", I order:

1. Approve Rules of issue of securities and state registration of releases of issued securities according to appendix.

2. Recognize invalid:

the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of June 7, 2002 No. 2002-10 "About approval of the Regulations on procedure for release, state registration of release and repayment of corporate bonds" (reg. No. 1158 of July 10, 2002) (The bulletin of regulations of the ministries, state committees and departments of the Republic of Uzbekistan, 2002, No. 13);

the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of June 7, 2002 No. 2002-11 "About approval of the Regulations on procedure for release, state registration and cancellation of share issue of joint-stock companies" (reg. No. 1159 of July 10, 2002) (The bulletin of regulations of the ministries, state committees and departments of the Republic of Uzbekistan, 2002, No. 13);

the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of September 5, 2003 No. 2003-17 "About modification and amendments in Regulations on procedure for release, state registration and cancellation of share issue of joint-stock companies" (reg. No. 1159-1 of November 12, 2003) (The bulletin of regulations of the ministries, state committees and departments of the Republic of Uzbekistan, 2003, No. 21-22);

the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of May 10, 2004 No. 2004-08 "About entering of changes and amendments into Regulations on procedure for release, state registration of release and repayment of corporate bonds" (reg. No. 1158-1 of May 26, 2004) (Collection of the legislation of the Republic of Uzbekistan, 2004, No. 21, the Art. 258);

the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of December 16, 2005 No. 2005-17 "About modification and amendments in Regulations on procedure for release, state registration and cancellation of share issue of joint-stock companies" (reg. No. 1159-2 of January 20, 2006) (Collection of the legislation of the Republic of Uzbekistan, 2006, No. 3, the Art. 21);

the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of September 6, 2006 No. 2006-09 "About entering of amendment into the Regulations on procedure for release, state registration of release and repayment of corporate bonds" (reg. No. 1158-2 of September 11, 2006) (Collection of the legislation of the Republic of Uzbekistan, 2006, Art. No. 37-38, 383).

3. This order becomes effective after ten days from the date of its state registration in the Ministry of Justice of the Republic of Uzbekistan.

Appendix

to the Order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee of the Republic of Uzbekistan of July 16, 2009 No. 2009-40

Rules of issue of securities and state registration of releases of issued securities

These rules according to the laws of the Republic of Uzbekistan "About the security market" and "About joint-stock companies and protection of shareholder rights", and also other acts of the legislation establish procedure for release and state registration of issued securities (further - securities) in the territory of the Republic of Uzbekistan.

Requirements of these rules do not extend to government securities.

I. General provisions

1. In these rules the following basic concepts are used:

the share - the personalized issued security without fixed term of action certifying the right of its owner to receipt of part of profit of joint-stock company in the form of dividends on participation in management of joint-stock company and on part of the property remaining after its liquidation;

primary share issue - the action of joint-stock company (under its organization) directed to emergence of the shares which are subject to placement among his founders;

additional share issue - the action of joint-stock company directed to emergence of shares and made after share placing of primary release;

the closed subscription - securities placement among known limited number of investors without public announcement and carrying out promotion company;

corporate bonds - the bonds issued by joint-stock companies, societies with the limited and accessorial liability;

the notification on the termination of circulation period of corporate and infrastructure bonds (further - bonds) - the report of the issuer on payment of nominal value in case of bond redemption or about the return bond buyback in case of early repayment of bonds;

open subscription - securities placement among unrestricted number of investors with advertizing use, including method of public offer of securities;

registering body - the National agency of perspective projects of the Republic of Uzbekistan;

the notification on release results - the report of the issuer on results of securities placement;

issued securities - the securities having within one release uniform signs and details, placed and turned based on single conditions for this release;

The unified state register of releases of issued securities (further - EGR) - the list of the registered issues of securities;

the issuer - the legal entity issuing issued securities and incurring obligations on them to their owners;

governing body of the issuer - general shareholder meeting or the supervisory board of joint-stock company, and also general meeting of participants or the supervisory board of society with the limited and accessorial liability;

Central Securities Depository - the state depositary which provides uniform storage system, accounting of the rights and movement of issued securities on custody accounts;

securities placement - securities disposal to their first owners;

security circulation - purchase and security sale, and also other actions, stipulated by the legislation, leading to change of the owner of securities;

the securities redemption - the return redemption the issuer of own securities with introduction of the corresponding signing up in EGR according to the procedure, established by these rules, and removal of these securities from the address;

issue of securities - the action of the legal entity directed to emergence of securities as object of the civil laws;

the owner of securities - legal entity or physical person to which securities belong on the property right or other corporeal right;

the prospectus of the issue of securities (further - the prospectus) - the document containing the information about the issuer and the securities issued by it, and also other information which can influence the decision of the investor on acquisition of securities;

issue of securities - release and securities placement;

new issue of securities - the action of joint-stock company directed to the emergence of securities in case of reduction of nominal value, change of the rights, consolidation or crushing performed after complete placement before issued securities;

infrastructure bonds - the bonds issued by economic societies and the state companies for the purpose of attraction of money for financing of creation and (or) reconstruction of production and other infrastructure.

convertible securities (further - KTsB) - preferred shares, corporate bonds which can be turned into common shares of the same issuer.

II. Share issue

2. During creation of the issuer in the form of joint-stock company all shares shall be placed among his founders.

3. During creation of the issuer in the form of joint-stock company types of the shares which are subject to placement among founders the size, form and procedure for their payment, and also the size of the authorized capital are determined by the foundation agreement about its creation or the charter of the issuer taking into account requirements of the legislation.

4. By the charter of the issuer types, quantity, share par value, acquired by shareholders (placed shares) shall be determined.

By the charter of the issuer quantity, nominal value, types of shares which the issuer has the right to place in addition to placed shares (the announced shares) can be determined. In case of absence in the charter of these provisions the issuer has no right to make the decision on release of additional shares. Decision making about increase in the authorized capital by placement of additional shares of the issuer is possible only after introduction of amendments and amendments to the charter regarding determination or increase in number of the announced shares of the issuer according to the procedure, stipulated by the legislation. Additional shares can be placed only within the number of the announced shares established by the charter of the issuer.

If in the charter of the issuer the procedure and conditions of placement of the announced shares of certain type, then procedure and conditions of placement of additional shares of this type determined by the decision on their release are determined shall correspond to the specified provisions of the charter of the issuer.

5. The additional share issue can be performed only after complete payment of all shares which are earlier placed by the issuer. The decision on additional share issue can be made only after state registration of the changes made to the charter of the issuer following the results of the previous share issue, rather new extent of number of the placed and announced shares.

6. Share par value shall be expressed in national currency of the Republic of Uzbekistan.

7. The issuer has the right to make the decision on share issue which provides placement of common and preferred shares in limits of one release.

At the same time, state registration of release of the common and preferred shares placed by subscription cannot be at the same time performed if in case of placement of all preferred shares and non-stationing of any common share nominal value of preferred shares of the issuer exceeds 25 percent of its authorized capital.

Release of different types of securities within one release is not allowed.

8. Nominal value of the placed preferred shares shall not exceed 25 percent from the authorized capital of the issuer. Possibility of release of one or several types of preferred shares, the size of the dividend and (or) salvage value on each of them, the amount is right, provided by them, are determined by the charter of the issuer. Preferred shares of one type provide to their owners identical amount of the rights.

9. The issuer has the right to perform placement of additional shares by means of subscription or converting.

Placement methods (the opened or closed subscription) by the issuer of the shares and securities converted into shares are determined by the charter of the issuer, and in the absence of instructions about it in the charter of the issuer - the decision of general shareholder meeting. In case of absence in the charter of the issuer or the decision of general meeting of shareholders of instructions on method of share placing and the securities of the issuer converted into shares, placement can be carried out only by means of open subscription.

The open stock subscription is carried out only at the organized biddings by securities.

10. Shareholders of the issuer have the privilege of purchase of the additional shares placed by means of open subscription in the quantity pro rata to the number of the stocks of this type owned by them, according to the procedure, determined by the charter of the issuer.

11. The concession of the privilege of share purchase is not allowed.

Rules of this Item are applied also in case of alienation of shares under the agreement of exchange.

III. The share issue which is followed by change of the size of the authorized capital

12. The authorized capital of the issuer acting in the form of joint-stock company can be increased by placement of additional shares.

13. Ceased to be valid according to the Order of the CEO of the Center for coordination and market development of securities in case of Goskomkonkurention of the Republic of Uzbekistan registered by the Ministry of Justice of the Republic of Uzbekistan of 02.08.2016 No. 2000-5

14. Increase in the authorized capital of the issuer can be performed due to the involved investments, equity of the issuer and the added dividends.

In case of increase in the authorized capital of the issuer at the expense of equity additional shares are distributed among all shareholders. At the same time to each shareholder shares of the same type, as the share which it owns, in proportion to the number of the stocks owned by it are distributed.

Distribution of additional shares of the issuer is performed among its shareholders on closing date of the register specified in the decision on their release. The specified date shall not come after thirty days from the date of state registration of additional share issue.

Formation of fractional shares at shareholders - owners of the whole shares as a result of distribution of additional shares, is not allowed.

14-1. The decision on forming or increase in the state share in the authorized capital of the issuer by the available tax and other debt before the state is accepted by general meeting of shareholders by a simple majority vote of shareholders, in the presence of the consent of shareholders (except the state), owners at least two thirds of the placed voting shares of society.

15. Ceased to be valid according to the Order registered by the Ministry of Justice of the Republic of Uzbekistan of 06.11.2015 No. 2000-4

16. The authorized capital of the issuer acting in the form of joint-stock company can be reduced by reduction of share par value or reducing their total quantity, including by acquisition of part of shares by the issuer with subsequent their cancellation.

17. In case of reduction of the authorized capital by reduction of nominal value of placed shares by the issuer the new share issue with the reduced nominal value is performed.

At the same time, placed shares with bigger nominal value are converted into again issued shares with the reduced nominal value.

18. The issuer shall submit documents for state registration of reduction of the authorized capital according to the procedure and the terms provided by these rules.

IV. Share issue in case of consolidation and share split

19. According to the decision of general shareholder meeting the issuer can carry out crushing or consolidation of already placed shares by implementation of new share issue of the same type without change of size of the authorized capital.

In case of crushing or consolidation emergence of fractional shares is not allowed.

20. In case of consolidation or crushing of placed shares by the issuer the new share issue with the increased or reduced nominal value is performed.

At the same time, placed shares are converted into again issued shares with other nominal value.

V. Bond issue

21. Release by bond issuing institution is performed according to the solution of the supervisory board of the issuer if other is not provided by the charter of the issuer.

22. Corporate bonds are issued with observance of the following conditions:

within the size of equity of the issuer for decision date about their release. If the amount of corporate bonds exceeds the size of equity of the issuer, then the issuer shall provide providing on the exceeding amount;

the issuers having positive indicators of profitability, solvency, financial stability and liquidity for the last year;

availability of audit opinion with positive opinion according to the financial reporting for the last year preceding bond issue;

with the assistance of the commercial banks performing functions of payment agents on payment by issuers of the means which are due to investors.

At the same time for placement of corporate bonds on open subscription it is necessary to correspond to the following conditions:

a) in case of excess of the size of equity the issuer provides one of the following providing the third parties on the exceeding amount:

mortgage providing real estate;

the cash or equated to them means;

bank guarantee;

insurance policy of insurance company;

b) availability of independent rating assessment;

c) obligatory involvement of the underwriter (group of underwriters).

22-1. Infrastructure bonds are issued with observance of the following conditions:

within the size of equity of the issuer for decision date about their release. If the amount of infrastructure bonds exceeds the size of equity of the issuer, then the issuer shall provide providing on the exceeding amount;

availability of audit opinion with positive opinion according to the financial reporting for the last year preceding bond issue;

means from placement of infrastructure bonds are used for financing of the project provided in the decision of the President of the Republic of Uzbekistan or the Cabinet of Ministers of the Republic of Uzbekistan.

Economic societies from shares of the state 50 and more percent and the state companies issue infrastructure bonds in coordination with the Ministry of Economics and finance of the Republic of Uzbekistan.

23. Bonds do not grant to their owners the participation right in management of the issuer.

24. Nominal value of all issued and not extinguished corporate bonds shall not exceed the size of its equity.

25. The bond has equal amount and terms of implementation of the rights in one release regardless of time of its acquisition.

26. Release of corporate bonds before forming of the authorized capital (except as specified forming of the authorized capital of commercial banks), and also for its replenishment or covering of the losses connected with financial and economic activities of the issuer is not allowed.

27. Bonds are issued in paperless form.

28. Ceased to be valid according to the Order registered by the Ministry of Justice of the Republic of Uzbekistan of 06.11.2015 No. 2000-4

29. Bonds can be issued percentage, discount, advantageous, serial (on the basis of the bonded program) and target (interest-free).

The income from the interest bearing bond is formed due to repayment at the scheduled time at par value and payment of the fixed percent determined by release conditions.

The income from the discount bond is formed due to repayment at the scheduled time at par value, at the same time the profit is determined as difference between sales price and nominal value of the bond.

In case of release of advantageous bonds in addition to the profit determined in the form of percent or discount to nominal value the income paid in the form of prize on regularly made circulations shall be established. Bond issue which income is determined in the form of prize by regularly made circulations is not allowed.

The income is determined by target (interest-free) bonds in the form of goods (service). Obligatory detail of target bonds is specifying of goods (services) under which they are issued.

Serial (on the basis of the bonded program) bonds which repayment period comes periodically, through periods, determined by the relevant decision (prospectus) of release.

Release into the stream of commerce of other types of bonds, including corporate bonds for the projects aimed at the development of green economy (further - "green corporate bonds) not prohibited by the legislation is allowed.

The guidelines manual on release and the circulation of green corporate bonds affirms authorized state body on regulation of the security market in accordance with the established procedure.

30. Debt securities on security of the issued credits and other assets of bank can be issued in the form of bonds according to the procedure, provided by these rules and the legislation.

VI. Stages of issue of securities

31. Issue of securities if other is not stipulated by the legislation, includes the following stages:

a) acceptance and approval of the decision on issue of securities;

b) approval of the prospectus (in case of public placement of securities);

c) ceased to be valid according to the Order registered by the Ministry of Justice of the Republic of Uzbekistan of 06.11.2015 No. 2000-4

d) state registration of issue of securities;

e) registration of issue of securities in Central Securities Depository;

e) disclosure of information on the issue of securities according to the procedure established by the legislation and these rules;

g) release securities placement;

h) submission to registering body of the notification on results of issue of securities.

VII. Decision on issue of securities

32. The decision on issue of securities is made and affirms governing body of the issuer according to the legislation and the charter of the issuer.

33. The decision on issue of securities shall contain all information according to:

to appendix No. 1 to these rules in case of release (additional, new release) of shares;

to appendix No. 1a to these rules in case of bond issue.

34. On each issue of securities the separate decision on it shall be registered.

35. The decision on share issue when transforming the state company to joint-stock company is the prospectus approved by Agency on management of the state assets of the Republic of Uzbekistan (further - Agency on management of the state assets) or its territorial administration.

36. The decision on bond issue, obligation fulfillment of the issuer on which is provided with pledge, the bank guarantee or different ways, stipulated by the legislation, shall contain also the information about person who provided providing and about providing conditions. In this case the decision on bond issue shall be also signed by person providing providing.

37. The decision on issue of securities shall not provide at the same time private and public placement of securities of one release (except as specified, following from decisions of the President or the Government of the Republic of Uzbekistan).

38. The procedure for return of the means to the investor received by the issuer as payment for securities on case of recognition of issue of securities cancelled or invalid shall be provided in the decision on issue of securities.

39. The decision on issue of securities shall be signed by person performing functions of sole executive body, or the head of collegiate executive body of the issuer, and also the chief accountant (the other person performing its functions) of the issuer confirming that reliability and completeness of all information containing in the decision on release. If the management of the current activities of the issuer is transferred to the commercial organization, the decision on release shall be signed by the head of this organization.

In cases of obligatory involvement of the estimative organization according to the legislation, the decision on issue of securities also shall be signed by this estimative organization, confirming thereby the data on estimated value of property specified in the decision on release.

VIII. Preparation of the prospectus

40. The prospectus is approved by governing body of the issuer and shall contain all information according to:

to appendix No. 2a to these rules - when transforming the state companies to joint-stock companies;

to appendix No. 2b to these rules - for other joint-stock companies, and also societies with the limited and accessorial liability;

to appendix No. 2v to these rules - for investment funds.

For confirmation of the fact of verification of the financial reporting of the issuer by the auditor copies of audit opinion at least for the last year are attached to the prospectus of the issue of securities.

Before the end of verification of the financial reporting of the issuer by the auditor for the last year the issuer has the right to provide the prospectus without application of a copy of audit opinion for the last complete year, except as specified release of corporate and infrastructure bonds.

41. If the issuer for the objective reasons cannot specify any information required in the prospectus, in the corresponding Item of the prospectus the entry "there are no data" (or other similar in sense) with indication of information absence reasons is made (for example: "Operations were not performed", "Punishments were not imposed", etc.).

42. The prospectus shall be signed by person performing functions of sole executive body, or the head of collegiate executive body of the issuer, and also the chief accountant (the other person performing its functions) of the issuer confirming that reliability and completeness of all information containing in the prospectus. If the management of the current activities of the issuer is transferred to the commercial organization, the prospectus shall be signed by the head of this organization.

In cases of obligatory involvement of the estimative organization according to the legislation the prospectus also shall be signed by this estimative organization, confirming thereby the data on estimated value of property specified in the prospectus.

In case of bond issue with collateral security person which provided collateral security shall sign the prospectus, confirming thereby accuracy of the information about collateral security.

In case of liquidation (death) of person which provided collateral security on bond issue, the issuer shall notify in writing on it bondholders of this release and registering body within two working days since the moment as he knew of it.

IX. State registration of issue of securities

43. For state registration of issue of securities the issuer shall submit the following documents to registering body:

a) the statement for state registration of issue of securities in which it shall be specified:

name of the organization;

legal address of the organization;

quantity, type and type of securities;

nominal value of one security;

total amount of release;

sequence number of issue of securities;

the amount, date and number of the payment document about payment of collection for consideration of documents on state registration of issue of securities (except as specified, stipulated by the legislation);

information on the responsible of the issuer and his contact information;

b) the decision on issue of securities (in triplicate) which is drawn up according to these rules;

c) the prospectus (in triplicate) which is drawn up according to these rules (in case of public placement of securities);

d) the copy of the protocol or minutes abstract of general shareholder meeting or members of the society confirming decision making about issue of securities, and in case of decision making about issue of securities by the supervisory board of joint-stock company - the copy of the protocol or minutes abstract of meeting, with indication of First name, middle initial, last name members of the supervisory board of joint-stock company who were taking part in vote;

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info