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FEDERAL LAW OF THE RUSSIAN FEDERATION

of July 27, 2010 No. 211-FZ

About reorganization of Russian Corporation of Nanotechnologies

Accepted by the State Duma on July 7, 2010

Approved by the Federation Council on July 14, 2010

(as amended of the Federal Law of the Russian Federation of 21.11.2011 No. 327-FZ)
Article 1. Coverage of this Federal Law

This Federal Law according to article 23 of the Federal Law of July 19, 2007 N 139-FZ "About Russian Corporation of Nanotechnologies" establishes procedure for reorganization of Russian Corporation of Nanotechnologies (further - Corporation).

Article 2. Form of reorganization of Corporation

1. Reorganization of Corporation is performed in accordance with the legislation of the Russian Federation taking into account the features established by this Federal Law.

2. Reorganization of Corporation is performed in the form of transformation to open joint stock company (further - open joint stock company).

Article 3. Procedure for decision making about reorganization of Corporation

1. Within six months from the date of entry into force of this Federal Law the supervisory board of Corporation represents the offers on reorganization of Corporation containing to the Government of the Russian Federation:

1) name of open joint stock company, data on the place of its stay;

2) size of the authorized capital of open joint stock company, condition and procedure for its forming, procedure for share placing of open joint stock company, and also condition and procedure for forming of its funds;

3) candidates for board members, audit committee of open joint stock company and to position of person performing functions of sole executive body of open joint stock company;

4) name of auditing organization of open joint stock company, data on the place of its stay;

5) draft of the transfer act;

6) the draft of the charter of open joint stock company, drafts of the internal documents regulating activities of governing bodies and control facilities of open joint stock company;

7) other questions connected with reorganization of Corporation.

2. Within one month from the date of representation by the supervisory board of Corporation of the offers on reorganization of the Government of the Russian Federation Corporation specified regarding 1 this Article makes the decision on reorganization of Corporation in the form of transformation to open joint stock company which shall contain data on decision making according to the offers specified regarding 1 this Article.

Article 4. Procedure for transition of the rights and obligations of Corporation to open joint stock company and forming of the authorized capital

1. By reorganization of Corporation according to the transfer act pass all rights and obligations of Corporation to open joint stock company.

2. Forming of the authorized capital of open joint stock company is performed at the expense of property of Corporation.

Article 5. The rights of creditors by reorganization of Corporation

1. Requirements of creditors of Corporation are subject to satisfaction in accordance with the terms and contents of obligations on which they are based, at the same time provisions of Item 2 of Article 60 of the Civil code of the Russian Federation are not applied.

2. Bondholders of Corporation have no right to require their early repayment in connection with reorganization of Corporation, including in case of exception of the specified bonds of the list of the securities admitted to organized trading in connection with such reorganization.

Article 6. Monitoring and control of projects implementation

1. Before completion of reorganization of Corporation monitoring and control of projects implementation, financed by means of Corporation, and decision making about suspension or the termination of provision of financial support at the expense of means of Corporation are performed by Corporation according to the procedure, established by articles 21 and 22 of the Federal Law of July 19, 2007 N 139-FZ "About Russian Corporation of Nanotechnologies" and internal documents of Corporation.

2. From the date of state registration of open joint stock company the legal entities who got financial support at the expense of means of Corporation before completion of its reorganization or managing companies of the relevant mutual investment funds shall submit reports on the course of implementation of the financed projects in the field of nanotechnologies, arrival reports and about use of the received funds for projects implementation in the field of nanotechnologies according to the procedure and in terms which are established by internal documents of open joint stock company, but at least once a year.

3. Decisions on suspension or the termination of provision of financial support to the legal entity or managing company of the relevant mutual investment fund are accepted by open joint stock company according to the charter of open joint stock company, internal documents of open joint stock company.

4. Responsibility for reliability and completeness of the represented reporting on the project progress in the field of nanotechnologies is assigned to heads of legal entities and managing companies of the relevant mutual investment funds.

Article 7. Creation of non-profit organization in the form of fund

1. Before date of state registration of the Corporation open joint stock company according to the solution of its supervisory board for the purpose of development of innovative infrastructure in the field of nanotechnologies creates non-profit organization in the form of the fund realizing infrastructure programs and educational programs. The structure and the size of the property of Corporation contributed by it to the created fund affirm the Government of the Russian Federation.

2. From the date of state registration of open joint stock company all rights and obligations in relation to the non-profit organization specified regarding 1 this Article are performed by open joint stock company.

Article 8. Procedure for state registration of open joint stock company

1. Within three working days after acceptance date the Government of the Russian Federation she shall report decisions on reorganization of Corporation in writing in registering body about the beginning of the procedure of reorganization with indication of reorganization form.

2. The statement for state registration of open joint stock company and stipulated by the legislation documents of the Russian Federation are submitted to registering body in time not later than two months from acceptance date by the Government of the Russian Federation of the decision on reorganization of Corporation.

3. State registration of open joint stock company is performed according to the procedure and in terms which are established by the legislation of the Russian Federation.

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