PRESIDENTIAL DECREE OF THE REPUBLIC OF BELARUS

of May 12, 2017 No. 166

About enhancement of special legal regime of the Chinese-Belarusian industrial park "Great Stone"

For the purpose of enhancement of regulation of special legal regime of the special economic zone - the Chinese-Belarusian industrial park "Great Stone", establishment of additional terms for investment attraction in creation of the competitive organizations, development of innovative activities I decide:

1. Approve Regulations on special legal regime of the Chinese-Belarusian industrial park "Great Stone" it (is applied).

1-1. For the purposes of this Decree terms are applied in the values determined in Regulations on the special legal regime of the Chinese-Belarusian industrial park "Great Stone" approved by this Decree.

2. Determine that:

2.1. in the Chinese-Belarusian industrial park "Great Stone" (further - the industrial park) the three-level system of governing bodies consisting of intergovernmental coordination council of the Chinese-Belarusian industrial park, public institution "Administration of the Chinese-Belarusian industrial park "Great Stone" (further - administration of the park) and the joint Belarusian-Chinese company on development of the industrial park is effective (further - the joint company).

Functions and tasks of governing bodies of the industrial park, procedure for their interaction are determined by the Regulations on special legal regime of the Chinese-Belarusian industrial park "Great Stone" approved by this Decree, and the Regulations on the Chinese-Belarusian industrial park "Great Stone" approved by Council of Ministers of the Republic of Belarus;

2.2. management of activities and shares of the joint company is performed only by its governing bodies according to their competence according to the procedure, determined by the charter of this company, taking into account requirements of this Decree.

Activities of the joint company are performed on the basis of the principle of inadmissibility of any intervention in these activities of state bodies and other organizations of the Republic of Belarus;

2.3. conducting checks within control (supervising) activities in the Republic of Belarus of residents and investors of the industrial park, the joint company without approval of administration of the park is not allowed.

Employees of administration of the park shall keep the tax, bank and trade secret which became to them known in case of approval of conducting the checks specified in part one of this subitem;

2.4. are allowed registration at the place of residence and registration in the place of stay of foreign citizens and the stateless persons involved by customers and contractors for construction of facilities of the industrial park, not having permission to permanent residence in the Republic of Belarus, in the premises which are not real estate units and (or) not subject to inclusion in structure of housing stock;

2.5. hearing of cases about the administrative offenses in the field of architectural, town-planning and construction activities made by customers and contractors on construction of facilities of the industrial park by the engineering organizations involved in construction of facilities of the industrial park and also against the ecological safety, the environment and procedure for environmental management made by residents and investors of the industrial park, the joint company in the territory of the industrial park is within competence of the courts;

2.6. the state bodies and other organizations authorized on implementation of ministerial procedures, performance of works, rendering the services (further - procedures) having no right to demand from residents of the industrial park, investors of the industrial park, the joint company, participants of construction of facilities of the industrial park, other legal entities, individual entrepreneurs registered and (or) performing activities in the territory of this park in case of their request for implementation of procedures the executive and other decisions made by administration of the park, necessary for implementation of such procedures, including included in the corresponding lists of documents and (or) data.

The specified executive and other decisions can be received by state bodies and other organizations from the register of executive and other decisions, the adopted administration of the park when implementing of procedures which is in open access on the website of system of complex servicing by the principle "one station";

2.7. in case of economic insolvency (bankruptcy) of resident of the industrial park, the joint company, the legal entities performing activities in the territory of the industrial park, 50 and more percent of shares (share in authorized funds) of which belong to the joint company or the property of which is in property of the joint company, subsidiary responsibility according to their obligations cannot be conferred on the owner of property, founders (participants) or other persons, including the head having the right to give instructions, obligatory for the legal entity, or opportunity to otherwise determine its actions *;

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* Except as specified, when economic insolvency (bankruptcy) is caused by the actions of such persons which entailed attraction them to criminal liability.

2.8. residents of the industrial park, subjects of innovative activities of the industrial park, the joint company have the right to conduct procurement through own means without application of the legislation on purchases at the expense of own means;

2.9. the residents of the industrial park, subjects of innovative activities of the industrial park, the joint company, legal entities performing activities in the territory of the industrial park, 50 and more percent of shares (share in authorized funds) of which belongs to the joint company or the property of which is in property of the joint company, has the right to sign among themselves and (or) with the third parties the agreement of convertible loan.

Under the agreement of convertible loan one party (creditor) transfers to the possession to other party (borrower) money, and the borrower in case of approach of the circumstance defined by the agreement including depending on the will of the borrower and (or) the creditor, or when making by the borrower or the third parties defined by the agreement of actions transfers to the creditor the stocks owned by the borrower, the share (part of share) in authorized fund of the borrower which are on balance of the borrower or increases authorized capital by the amount of convertible loan with transfer of shares to the creditor which issuer is the borrower, shares (part of share) in authorized fund of the borrower.

Agreements of convertible loan on which creditors are economic societies (partnerships) of the share (share in authorized funds) of which are in property of the Republic of Belarus, can consist only in coordination with the President of the Republic of Belarus.

Increase in authorized fund by share issue of additional release is performed at the expense of equity of the borrower, and in case of insufficiency of equity - at the expense of means of shareholders of the borrower is pro rata to the number of the stocks of the borrower owned by them.

The term of share transfer, share (part of share) (increase in authorized fund), the share price, shares (part of share) in authorized fund or procedure for its determination, the size and payment procedure of interest for using loan (in case of their availability) are provided by the parties in the agreement of convertible loan.

In case of increase in authorized fund at the amount of convertible loan with transfer of shares to the creditor which issuer is the borrower the price of the transferred stocks cannot be lower than their nominal value.

The borrower shall return to the creditor the issued amount of money (loan amount) instead of transfer of the specified shares, shares (part of share), to pay interest for using loan, only if return of loan amount, interest payment are provided by the agreement of convertible loan.

During the term of the agreement convertible loan the borrower does not perform duty on reduction of authorized fund by the amount of the share par values which went the borrower into the disposal, the share cost size (part of the share) in its authorized fund acquired by the borrower concerning which the agreement of convertible loan is signed and has no right to alienate such shares, share (part of share) to other persons if other is not established by the agreement.

Decision making about the conclusion of the agreement of the convertible loan providing share transfer of own issue, being on balance of the borrower, is within the exclusive competence of general meeting of shareholders of the borrower.

Legislation provisions do not extend to the relations of the parties arising from the agreement of convertible loan:

about the privilege to share acquisition, share (parts of shares) in authorized capital of economic society, the right to acquisition by economic society of shares, shares (parts of shares) in its authorized fund and the right of private company to suggest the third party to acquire the shares of this society which were not demanded as a result of implementation by its shareholders of the privilege to their acquisition;

about forming of authorized capital of economic society regarding inadmissibility of release of the founder (participant) of economic society from obligation of contributing to authorized capital (payment of shares) by offsetting of requirements to economic society;

regulating procedure of microfinancial activities.

The income (profit) arising when converting the requirement of the creditor for the agreement of convertible loan in shares, share (part of share) in authorized fund including the income in type of exceeding of the share price, share (part of share) in authorized fund for date of converting (that is for date of satisfaction of such requirement) over their initial size (nominal value), is not the taxation object the income tax;

2.10. the residents of the industrial park, subjects of innovative activities of the industrial park, the joint company, legal entities performing activities in the territory of the industrial park, 50 and more percent of shares (share in authorized funds) of which belongs to the joint company or the property of which is in property of the joint company, has the right to sign among themselves and (or) with the third parties the agreement on provision of the option for the conclusion of the agreement (further - the option for the conclusion of the agreement) and the option agreement.

Owing to the option for the conclusion of the agreement one party by means of the offer grants to other party the right to sign one or several agreements on the conditions provided by the option for the conclusion of the agreement.

The option for the conclusion of the agreement can be provided for a fee and (or) other counter provision.

Other party has the right to sign the agreement by the acceptance of the called offer according to the procedure, terms and on conditions which are provided by the option for the conclusion of the agreement.

The option for the conclusion of the agreement can provide that the acceptance is possible only in case of approach of one or several conditions determined by such option including depending on will of one of the parties.

The option for the conclusion of the agreement shall contain the conditions allowing to determine subject and other essential terms of the contract, subject to the conclusion.

The subject of the agreement, subject to the conclusion, can be described in any manner, allowing to identify it at the time of the acceptance of the offer.

The option for the conclusion of the agreement consists in the form established for the agreement which is subject to the conclusion.

Under the option agreement one party on the conditions provided by this agreement having the right to demand in the time established by the agreement from other party of making of the actions defined by the option agreement (including to pay money, to transfer, provide or accept property, exclusive rights on results of intellectual activities). If the authorized party does not declare the requirement in the specified time, the option agreement stops.

Economic society does not perform duty on reduction of authorized fund by the amount of the share par values which went into the disposal of joint-stock company, share cost size (part of the share) in authorized capital of this economic society acquired by society if:

concerning such shares, share (part of share) the option for the conclusion of the agreement and (or) the option agreement is concluded, - during effective period of the option for the conclusion of the agreement and (or) the option agreement;

the authorized body of economic society approves the local legal act representing the plan for the conclusion with employees of this economic society of options for the conclusion of the agreement and (or) option agreements concerning shares, shares (part of shares) in authorized capital of this economic society (further - the option plan), - during effective period of the option plan.

Economic society has no right to alienate the shares which went into the disposal of joint-stock company, share (part of share) in authorized capital of this economic society acquired by society, to other persons to distribute such shares, share (part of share) between members of this society, to reduce authorized capital by the amount of share par values, size of such share (part of share) in the presence of the conditions provided in part ten of this subitem, to other persons if other is not established by the option for the conclusion of the agreement and (or) the option agreement.

Decisions of general meeting of members of economic society on distribution of the shares which went into the disposal of joint-stock company, shares (part of the share) in authorized capital of this economic society acquired by society on reduction of authorized capital of this society by the amount of share par values, size of cost of such share (part of share) accepted in defiance of provisions of part eleven of this subitem are considered invalid from the moment of their acceptance.

The member of the resident of the industrial park, the subject of innovative activities of the industrial park - the legal entity has the right to conclude the option for the conclusion of the agreement and the option agreement concerning shares, shares (part of share) in authorized fund of data of resident of the industrial park, the subject of innovative activities of the industrial park - the legal entity in the relations among themselves and (or) with the third parties according to the procedure and on the conditions provided in this subitem.

Decision making about provision of the option for the conclusion of the agreement and about the conclusion of the option agreement, providing share transfer of own issue, being on balance of joint-stock company, is within the exclusive competence of general meeting of shareholders of this joint-stock company.

Increase in authorized fund by share issue of additional release is performed at the expense of equity of the joint-stock company which concluded the option for the conclusion of the agreement or the option agreement providing share transfer of this joint-stock company, and in case of insufficiency of equity - at the expense of means of shareholders is pro rata to the number of the stocks of this joint-stock company owned by them.

The member of the resident of the industrial park, the subject of innovative activities of the industrial park - the legal entity has no right to alienate the stocks owned by it, share (part of share) in authorized fund of data of resident of the industrial park, the subject of innovative activities of the industrial park - the legal entity to other persons, to leave the society with limited (additional) liability which is this resident of the industrial park, the subject of innovative activities of the industrial park - the legal entity, in the presence of the conditions provided in the paragraph the second part ten of this subitem if other is not established by the option for the conclusion of the agreement and (or) the option agreement;

2.11. the disputes following from the legal relationship connected with the conclusion, change, agreement cancelation of convertible loan and option agreements of options for the conclusion of the agreement, and disputes on non-execution and improper execution of the obligations arising from the specified obligations (transactions) are permitted by the court considering economic cases;

2.12. the joint company in case of agreement cancelation of hiring of the premises belonging to it on the property right, the requirement to the term of the warning of the employer of premises of agreement cancelation of hiring established by the housing legislation having the right not to consider on its initiative.

In case of death, recognition by court it is unknown absent or announcements the dead of the employer or loss by it of right of possession and use of premises the joint company has the right not to sign the employment contract of premises with the capable member of the family of the employer living together with this employer, or the legal representative of the incapacitated member of the family of the employer of premises living together with the employer having the right to require the conclusion of the employment contract of premises and recognition by their employers of premises on the terms of earlier signed employment contract of premises;

2.13. residents of the industrial park, subjects of innovative activities of the industrial park, the joint company have the right to use for promotion of goods (works, services) made by them in the territory of the industrial park, the information networks, systems and resources having connection to the Internet, placed in the territory of People's Republic of China;

2.14. the administration of the park has the right on a grant basis taking into account the requirements established by legal acts to receive from the state information systems (resources) information necessary for implementation of the park of procedures by administration in the industrial park by the principle "one station", including in the automatic and (or) automated modes by means of the nation-wide automated information system.

2-1. Operation of this Decree does not extend if other is not provided by this Decree, on the territories of settlements, including Minsk and lands located in borders of the industrial park in borders of perspective development of Minsk according to its master plan, gardening partnerships and country cooperatives.

2-2. State registration of the dietary supplements to food of production of People's Republic of China registered in People's Republic of China for the address in the territory of the Republic of Belarus is performed in the simplified procedure determined by Council of Ministers of the Republic of Belarus.

3. Make changes to the following presidential decrees of the Republic of Belarus:

3.1. to add Item 3 of the Regulations on procedure for the direction in official journeys abroad approved by the Presidential decree of the Republic of Belarus of June 13, 2005 No. 274, with subitem 3.32-1 of the following content:

"3.32-1. heads of public institution "Administration of the Chinese-Belarusian industrial park "Great Stone" - according to the decision of the Prime Minister of the Republic of Belarus, his deputies - according to the decision of the head of public institution "Administration of the Chinese-Belarusian industrial park "Great Stone";";

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