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The document ceased to be valid since  March 14, 2015 according to part (16) article 147 of the Law of the Republic of Moldova of  July 11, 2012 No. 171

LAW OF THE REPUBLIC OF MOLDOVA

of November 18, 1998 No. 199-XIV

About the security market

(as amended on 06-03-2012)

The parliament adopts this organic law.

Section I GENERAL PROVISIONS

Chapter of 1 RELATION, REGULATED by THIS LAW

Article 1. Object and subjects of the law

(1) This law governs the relations arising in case of issue and security circulation in the territory of the country, establishes general provisions about activities in the security market, measures for protection of interests of investors, provides responsibility for violations of the law in the security market.

(2) Subjects of this law are:

a) The national commission on the financial market (the daleenatsionalny commission) which is the autonomous public body operating according to the Law on the National commission on the financial market which regulates activities of members of the non-bank financial market and issues permissions to such activities, exercises supervision of compliance with law by members of the non-bank financial market and also it is authorized to manage the security market and to put this law in action;

b) issuers, participants, including professional, security market.

Article 2. Scope of the law

(1) Operation of this law extends to securities which at the same time are characterized by the following signs:

a) are issued to placement;

b) belong to certain class;

c) certify the identical rights in one class, irrespective of issue of securities and method of their acquisition;

d) are traded on the securities market according to requirements of this law.

(2) Operation of this law does not extend to the securities issued by National Bank of Moldova, banks and which are tools of the money market, such as bank depositary certificates and bank bills of exchange and also to the bills of exchange issued according to the Law on bills of exchange.

Conditions, procedure for release and security circulation, issued by banks and being tools of the money market, are regulated by National Bank of Moldova in coordination with the National commission.

Conditions, procedure for release and security circulation (debt bonds) issued by National Bank of Moldova are regulated by this bank.

(3) Issue, placement and the address of government securities are regulated by the Law on public debt, the state guarantees and the state recrediting of N419-XVI of December 22, 2006 and other regulations adopted in its execution. This law regulates the address on the stock exchange of government securities with circulation period over one year.

Article 3. Basic concepts

In this law the following concepts are used:

exchange activities in the security market (further - exchange activities) - the organized activities of the security market performed by the professional participant of the security market, directed to creation of infrastructure and provision of services, the civil transactions providing making between members of the security market which subject are securities;

activities for trust management investitsiyamiosushchestvleniye the trustee the professional participant of the security market of trust management transferred to it as a result of the conclusion of the relevant agreement:

a) securities;

b) the money intended for investment into securities;

c) the securities and money received in the course of trust management of securities;

broker activities - transactions of purchase and sale of securities by the professional participant of the security market as the attorney or the broker who is acting on the basis of the agreements of the order or the commission, and in case of absence in the contract of instructions for powers of the attorney or the broker - based on the power of attorney on making of the specified transactions;

settlement and clearing activities - the activities performed by the professional participant of the security market which come down to production of transactions on collection, reconciliation, adjustment of information on transactions of purchase and sale of securities, to preparation of documents for execution of transactions, to offsetting of cross liabilities of professional participants of the security market within carrying out calculations with securities for transactions, and also to implementation of calculations by transfer of money and securities;

dealer activities - security purchase by the professional participant of the security market on its own behalf and at own expense for subsequent their sale for the purpose of profit earning;

depository activity - rendering by the professional participant of the security market of services in storage of securities and/or to accounting of the rights of depositors to securities;

activities for maintaining the register of owners of personalized securities (further - activities for maintaining the register) - activities of the professional participant of the security market for collection, registration, processing and data storage for creation and functioning of system of maintaining the register of owners of the personalized securities, and also on provision containing in the register of the personalized securities this to owners;

underwriting activities - the intermediary activities made by the professional participant of the security market in case of issue of securities on behalf of the issuer for the purpose of implementation of primary public offer and securities placement of the issuer;

cancellation of securities - set of actions of the issuer for clearing and/or destruction of securities according to the procedure, established by this law and other regulations;

security circulation - the process including transfer and registration of the property right to securities as a result of implementation of transactions of their purchase and sale, exchange, donation, inheritance, loan, other civil transactions;

class of securities - set of the securities of one type issued by one issuer which is providing to their owners the identical rights and having identical distinctive signs. All papers of one class, irrespective of their release, have one state registration number;

consolidation of securities - the restructuring of the previous issue (issues) which are in security circulation of the issuer of certain class, performed by replacement of all securities of the corresponding class by their smaller quantity with pro rata reduction of number of securities at all owners. If securities have nominal value, their consolidation is followed by its pro rata increase;

consulting - rendering by the professional participant of the security market of additional services in consultation of clients in the field of the licensed activities;

investment consulting - provision by the professional participant of the security market of personal recommendations to the client concerning one or several security transactions;

the standard agreement - the agreement model established by the National commission on main types of servicing of members of the security market. Accomplishment of conditions of such agreement is obligatory for the parties which imprisoned him. The additional terms which are not contradicting the established regulations can be entered into it;

converting of securities - withdrawal by the issuer from the address and cancellation of all securities of one class by their exchange for securities of other class of this issuer (if it is provided by the decision on issue of these securities) or securities of other issuer (in case of reorganization of this issuer);

the depositor - person using services of depositary;

Central Securities Depository (further - the central depositary) - the professional participant of the security market rendering services in accounting of the rights of depositors to securities, clearing and calculation of the transactions made in the stock exchange market;

the owner of essential share - physical person, the legal entity, group of the affiliates and/or group of persons acting jointly which possesses, directly or indirectly, share in the amount of at least 5 percent of the authorized capital of the issuer or his securities with voting power;

the owner of securities - person who owns securities based on the property right (owner) or based on the agreement (the nominal owner);

the nominal owner of securities (further - the nominal owner) the professional participant of the security market who owns securities on its own behalf at the request of owners or other nominal owners of securities and is not owner of these securities;

disclosure of information in the security market (further - disclosure of information) - ensuring availability of the relevant information for all persons interested in it according to the procedure, guaranteeing receipt of such information irrespective of the purposes of its obtaining;

the transfer order - the order of the registered person or the other person identified by the legislation about transfer of property on securities to other person (persons) in cases of purchase and sale, donation, inheritance of securities, in other cases, stipulated by the legislation;

issue of securities - set of securities of one issuer, in case of identical terms of the beginning and the completion of placement ought to one class and having;

issue of securities - the actions of the issuer for securities placement established by this law;

the closed issue of securities - securities placement of additional issue among shareholders of the society and/or the limited group of people approved by general shareholder meeting;

the issuer - the legal entity or the body of the public power issuing securities and incurring on its own behalf obligations to owners of securities on realization of the rights certified by these securities;

the statement from the register of owners of personalized securities (daleevypisk from the register) - the document which is issued by registry holder to the registered person or person acting from his name and contains the information relating to registered securities fixed in the register on the date of issue of the statement;

crushing of securities - the restructuring of the previous issue (issues) of securities of the issuer of certain class performed by replacement of all securities of the corresponding class which are in circulation by their bigger quantity with pro rata increase in number of securities at all owners. If securities have nominal value, their crushing is followed by its pro rata reduction;

exclusive information - the exact, earlier not revealing information having direct or indirect relation to one or more issuers or to one or more securities which in case of public disclosure could influence the price of the corresponding securities or of the price of derivative securities with which those are connected significantly;

the insider - person having access to exclusive information of the issuer;

the market maker (market maker) - the professional participant of the security market performing activities based on the license for dealer activities as the main who shall according to the agreement signed with the issuer of securities or with stock exchange or in other cases established by the legislation to support quotations in certain stock exchange market for certain class of securities;

manipulation in the security market - actions or transactions with securities with use of wrong methods, means, information for the purpose of deduction, increase, reduction or destabilization of market price or security price;

the state registration number - alphanumeric code which identifies specific class of securities and is appropriated by the National commission in the procedure established by it;

the public offer of securities on primary rynkesoobshcheni performed directly by the issuer or through intermediaries in any form and any methods which contains sufficient information about the proposal validity and securities offered to subscription, but on condition of equal opportunities of acceptance of this message by persons who are not determined somehow by the offerer;

the public offer of securities on secondary rynkepredlozheni proceeding from any person (further - the offerer), performed without fail in the cases established by the legislation or voluntarily, about acquisition (public offer on acquisition) or sale (public offer for sale) packet of voting shares, performed through mass media and/or by the message by mail;

the public offer for receipt of control - the public offer in the secondary market addressed to owners of securities with voting power of certain society on acquisition of all these securities or their part irrespective of, is this offer obligatory or voluntary provided that the purpose of the offer is receipt of control over 50 percent of total quantity of voting shares;

self-regulatory organization of professional participants of the security market (further - self-regulatory organization) - the voluntary consolidation of professional participants of the security market operating on the principles of non-profit organization according to this law and other legal acts;

the member of the central depositary - the broker, the dealer, depositary of investment funds and other legal entities who according to rules of the central depositary have the right to become his participants;

professional participants of the security market - the legal entities in form of business of joint-stock company performing exclusively professional activity in the security market according to Article 32 provisions;

the registered person - the owner of personalized securities registered in the register of owners of personalized securities;

affiliates of the legal entity:

a) sole executive body, members of collegiate executive body and officials of executive body of this legal entity;

b) members of the supervisory board, board of directors, and also members of audit committee of this legal entity;

c) other officials of this legal entity;

d) legal entity or physical person which independently or jointly with the affiliates has control line item in the capital of this legal entity;

e) business entity in whose capital this legal entity, and also its affiliates have independently or jointly control line item;

f) the legal entity or physical person acting on behalf or at the expense of this legal entity;

g) legal entity or physical person, from name or at the expense of which this legal entity acts;

h) the legal entity or physical person operating together with this legal entity;

i) the legal entity who is together with this legal entity under control of the third party;

j) persons affiliated with persons specified in Items a) - i) this concept;

k) person whose affiliation is proved by the National commission or degree of jurisdiction;

affiliates of physical person:

a) the spouses/spouse, relatives and cousins-in-laws to second priority of relationship or property inclusive this physical person;

b) business entity in whose capital this physical person, and also its affiliates have independently or jointly control line item;

c) the legal entity or physical person acting on behalf or at the expense of this physical person;

d) legal entity or physical person, from name or at the expense of which this physical person acts;

e) person whose affiliation is proved by the National commission or degree of jurisdiction;

the security market - the market in which issue and security circulation are made;

the primary security market - the market in which issue of securities is performed;

the secondary security market - the market in which the circulation of issued securities is performed;

the stock exchange market of securities - security circulation on the stock exchange according to provisions of this law;

the over-the-counter market - security circulation out of stock exchange according to provisions of this law;

securities placement - alienation by the issuer of securities to their subscribers;

control line item - the determining impact on the decisions made by any legal entity or physical person. Any person owning at least than 25 percent of voting shares (shares) of society is recognized person having control line item in the capital of this society if the specified person does not prove the return. Any person owning less than 25 percent of voting shares (shares) of society is recognized-faced, not having control line item in the capital of this society if the National commission or degree of jurisdiction does not prove the return;

the principle of appendix of all possible efforts - the principle of provision of underwriting services according to which the underwriter undertakes all feasible measures for securities placement, without undertaking any obligations on ensuring placement of certain quantity of securities;

the principle of strong responsibility - the principle of provision of underwriting services according to which the underwriter signs all quantity offered by the issuer to securities placement with the subsequent resale them in the secondary market or places issued securities in the primary market before the date specified in the prospectus of public offer and in the agreement, undertaking the obligation to sign all securities which are not placed to the third parties;

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