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ORDER OF THE GOVERNMENT OF THE KYRGYZ REPUBLIC

of May 31, 2011 No. 265

About approval of the Regulations on procedure for state registration of share issue, conditions of public offer of shares, the prospectus and results of share issue

(as amended on 29-10-2019)

According to the laws of the Kyrgyz Republic "About regulatory legal acts of the Kyrgyz Republic" and "About the security market" the Government of the Kyrgyz Republic decides:

1. Approve the enclosed Regulations on procedure for state registration of share issue, conditions of public offer of shares, the prospectus and results of share issue.

2. This resolution becomes effective since January 1, 2011.

3. Publish this resolution in official mass media.

Prime Minister

A. Atambayev

Approved by the Order of the Government of the Kyrgyz Republic of May 31, 2011 No. 265

Regulations on procedure for state registration of share issue, conditions of public offer of shares, prospectus and results of share issue

I. General provisions

1. This Provision is developed according to the Civil code of the Kyrgyz Republic, the laws of the Kyrgyz Republic "About the security market", "About joint-stock companies".

2. This Provision regulates procedure for state registration of share issue and results of share issue, conditions of public offer of shares and the prospectus.

3. State registration of share issue, conditions of public offer of shares and the prospectus is performed by authorized state body of the Kyrgyz Republic on regulation of the security market.

4. In case of state registration of share issue the state registration number is assigned to this release and shares join in the Unified state register of securities according to regulatory legal acts of the Kyrgyz Republic.

5. For state registration of share issue, conditions of public offer and the prospectus the sales charge which size is established by the Government of the Kyrgyz Republic is levied.

6. The authorized state body on regulation of the security market bears responsibility only for completeness of the data containing in the documents submitted for state registration of share issue, conditions of public offer and the prospectus, but not for their reliability.

Responsibility for reliability of the data containing in the documents submitted for state registration of share issue, conditions of public offer and the prospectus documents is born by the issuer.

7. State registration of share issue before recognition of results of the previous share issue taken place or cancelled cannot be performed.

8. In case of decision making about state registration of share issue the decision of authorized state body on regulation of the security market about state registration of share issue is issued to the issuer.

9. In case of state registration of share issue the authorized state body on regulation of the security market fills in the Map of registration of share issue according to appendix 3 to this Provision for maintaining the Unified state register of securities in the Kyrgyz Republic.

9-1. Shares of joint-stock investment fund in case of their placement or the subsequent sale (for the redeemed shares) can be paid only with money (except for earnings capitalization case) and cannot be issued as payment for services.

II. Public share issue. State registration of share issue, conditions of public offer of securities and the prospectus in case of issue

10. In case of public share issue state registration of share issue, conditions of public offer and the prospectus is performed at the same time.

11. For state registration of conditions of public offer and the prospectus the following documents are submitted to authorized state body on regulation of the security market:

- the statement in form according to appendix 2 to this Provision;

- conditions of public offer of securities (in case of issue of securities) the legislations on the security market meeting the requirements;

- the prospectus meeting the requirements of the legislation on the security market;

- the copy of the document confirming registration of the issuer as the legal entity (if the issuer did not submit these documents earlier);

- the copy of the charter of the legal entity, including changes and amendments to the charter (if the issuer did not submit this document earlier);

- the copy of the document confirming decision making by the issuer about public offer of shares;

- the document confirming payment of sales charge for state registration of conditions of public offer of securities and the prospectus;

- copies of annual accounting records of the issuer in three last complete financial years or for every year of activities if the issuer performs the activities less than three years;

- the audit certificate (requirements to qualification and professional competence of auditors are established by the Government of the Kyrgyz Republic) concerning the provided accounting records;

- copies of quarter accounting records of the issuer for the last complete reporting quarter at the time of creation of the prospectus;

- copy of the code of corporate governance.

12. The authorized state body on regulation of the security market registers share issue, conditions of public offer of securities and the prospectus within 15 calendar days from the date of their submission to state body on regulation of the security market.

13. The issuer represents to authorized state body on regulation of the security market the documents specified in Item 11 of this provision, in one copy, except for the conditions of public offer of securities and the securities prospectus represented in triplicate.

14. The authorized state body on regulation of the security market has the right to perform check of reliability of the data containing in the securities prospectus and other submitted documents.

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