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LAW OF THE REPUBLIC OF TAJIKISTAN

of June 28, 2011 No. 745

About the security market 

(as amended on 14-11-2016)

This Law governs the relations arising in the course of release, placement, the address and repayment of issued securities irrespective of organizationally - legal form of the issuer, features of creation and activities of subjects of the security market, determines procedure for regulation and supervision of the security market for the purpose of ensuring safe, open and effective functioning of the security market, protection of the rights of investors and security holders, fair competition of members of the security market.

Chapter 1. General provisions

Article 1. Basic concepts

In this Law the following basic concepts are used:

- underwriting - carrying out by the underwriter subscription to securities or security sale, issued in case of public issue, based on the agreement with the issuer of securities;

- the underwriter is the professional participant of the security market signing the contract with the issuer of the securities with the obligation to carry out subscription to securities or security sale issued in case of public issue or to provide subscription to securities or their purchase by other persons;

- release of issued securities - set of the securities of one issuer having identical nominal value and providing identical amount is right to their owners depending on their type. Single state registration number which extends to all securities of this release is assigned to release of issued securities. Release of issued securities is performed by registration of the prospectus of the issue;

- additional release of issued securities - set of the securities placed in addition to earlier placed securities;

- the large block of shares - 5 and more percent of the common shares issued by joint-stock company;

- controlling stock - more than 50 percent of the common shares issued by joint-stock company;

- stock exchange - the legal entity created in form of business of joint-stock company, performing organizational support of the biddings by securities and rendering the services promoting transactions with securities by use of system of the biddings of stock exchange;

- the primary security market - the relations developing in the course of securities disposal by the issuer to the first owners by the conclusion of civil transactions;

- the organized market of securities - the sphere of security circulation in which security transactions are regulated by the procedure and conditions established by the organizer of the biddings for participants of these transactions according to the legislation;

- the unorganized market of securities - the sphere of security circulation in which security transactions are performed without observance of requirements of the organized market;

- the secondary security market - the relations developing in the course of the address before issued securities between subjects of the security market, except for the relations in the primary security market;

- the bond is the issued security certifying the right of her holder to obtaining from the face who issued the bond in the time of nominal value of the bond or other property equivalent provided in it and also grants to her holder the right to percent from nominal value of the bond or other property rights;

- security circulation - making of civil transactions on securities in the secondary market;

- delisting - the procedure of exception stock exchange of securities from the quoted list;

- investment assets - the money, securities, other assets determined as investment assets by the state body authorized by the Government of the Republic of Tajikistan;

- the nominee holder - person, the professional participant of the security market who is not the owner of securities, representing the interests of the shareholder concerning its securities and enabling the realization of the rights on them on its own behalf and at the request of the owner based on the agreement;

- the insider - person who has access to insider information owing to shareholding (shares in the authorized capital) the issuer or his affiliate, membership in governing bodies of the issuer or its affiliate, the conclusion with the issuer or his affiliate of the employment contract or civil agreement conferred to it powers as to the official of state body, and also in other cases, stipulated by the legislation;

- confidential information - any information which is not public (open) which disclosure can exert impact on market value of the securities issued by the issuer and transactions with them, on the issuer and the activities performed by it, and also other persons whom this information concerns;

- public information in the security market - information which is subject to disclosure according to this Law;

- the professional participant of the security market - the legal entity having the license for implementation of one or several types of professional activity in the security market;

- execution of stock exchange transaction - implementation of calculations for the security transaction concluded on the stock exchange by execution by the parties of the obligations following from the transaction;

- issued security - security which is characterized by at the same time following signs: fixes set of the property and non-property rights which are subject to the certificate, concession and unconditional implementation with observance established by this Law of form and procedure, takes place releases, has equal amount and terms of implementation of the rights in one release regardless of time of acquisition of security;

- personalized issued securities - securities, information on which owners shall be available to the issuer in the form of the register of owners of securities, transition of the rights to which and implementation of the rights affirmed by them require obligatory identification of the owner;

- listing - the procedure of inclusion of securities in the quoted list of stock exchange;

- insider information - any information on issued securities and transactions with them, and also about the issuer of these securities and the activities not known to the third parties performed by him which disclosure can exert impact on market value of these securities;

- paperless form of issued securities - form of issued securities which owner is established based on record in system of maintaining the register of owners of securities or, in case of deposition of securities, based on record on the custody account;

- securities placement - securities disposal of the issuer to the first owners by making of civil transactions;

- the personal offer - the offer on placement or sale in the security market to the group of people which structure is in advance determined;

- public offer - the offer on placement or security sale provided to any physical persons and legal entities, except for the personal offer, security sale in the course of implementation of insolvency proceeding according to the legislation of the Republic of Tajikistan, security sale in case of executive judicial proceedings according to the legislation of the Republic of Tajikistan;

- the state registration number - digital (alphabetic, sign) code which identifies specific release (additional release) of issued securities which is subject to state registration;

- the quoted list - the list of issued securities which meet the requirements of organizers of the biddings are admitted in accordance with the established procedure to trading concerning which internal documents of stock exchange establish special (listing) requirements to securities and their issuers;

- the investor - the physical person and legal entity performing investment of capital in securities;

- the institutional investor - the legal entity raising funds of physical persons and legal entities for the purpose of implementation of investments into investment assets;

- the individual investor - the investor who is not the institutional investor;

- the share - the issued security issued by joint-stock company and certifying depending on its type and category of shareholder right on receipt of dividends, participation in management of joint-stock company, part of property of the joint-stock company which remained after its liquidation;

- the certificate of issued securities - the document issued by the issuer and certifying set of the rights to the number of securities specified in the certificate. The owner of securities has the right to demand from the issuer of execution of its obligations based on such certificate;

- trade system of stock exchange - set of rules, procedures of tendering, including with use of the computing means, the software, databases, telecommunication means and other equipment providing possibility of the conclusion of transactions, maintenance, storage, processing and disclosure of information necessary for the conclusion and execution of security transactions;

- subjects of the security market are issuers, investors, professional participants of the security market, self-regulatory organizations, authorized state bodies;

- the prospectus of the issue - the document published by the issuer, containing the information about the issuer, its financial condition issued (issued) it securities;

- the organizer of the biddings - stock exchange and the quoted organization of the over-the-counter market;

- self-regulatory organizations of professional participants of the security market - the voluntary consolidation of professional participants of the security market operating according to this Law and other regulatory legal acts;

- the decision on issue of securities - the document containing the data sufficient for establishment of amount of the rights affirmed by security;

- the security quotation - the price offered by the bidder on purchase and (or) security sale declared in trade system of stock exchange;

- documentary form of issued securities - form of issued securities which owner is established based on the presentation which is drawn up properly security or the certificate of security or, in case of that deposition, based on record on the custody account;

- the affiliate - the physical person and legal entity capable to exert impact on activities of subjects of the security market;

- managing company - the professional participant of the security market performing on its own behalf in interests and for customer account of managing company activities for trust management of investment assets;

- the public company - the issuer whose securities 50 and more persons, and/or the issuer who performed or performing public offer of securities own. Open joint stock companies are the public companies;

- public issue of securities - the issue of securities which is followed by public offer of securities;

- private issue of securities - issue of securities during which the issuer issues and places the securities by the personal offer;

- the issuer of securities - the legal entity performing issue of securities according to the legislation of the Republic of Tajikistan which on its own behalf shall fulfill the obligations to owners of securities following from conditions of issue of securities (further - the issuer);

- issue of securities - set of the consecutive actions necessary for securities placement;

- the quoted organization of the curb market valuable the bumagyuridichesky person created in form of business of joint-stock company, performing organizational and technical supply of the biddings of securities by operation and maintenance of system of exchange of quotations between clients of this organizer of the biddings.

Article 2. Legislation of the Republic of Tajikistan on the security market

The legislation of the Republic of Tajikistan on the security market is based on the Constitution of the Republic of Tajikistan and consists of this Law, other regulatory legal acts of the Republic of Tajikistan, and also the international legal acts recognized by Tajikistan.

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