RESOLUTION OF THE NATIONAL COMMISSION ON THE FINANCIAL MARKET OF THE REPUBLIC OF MOLDOVA

of August 23, 2019 No. 38/1

About modification of the Instruction about stages, terms, procedure and procedures of registration of securities approved by the Resolution of the National commission on the financial market No. 13/10 of March 13, 2018

Based on part (2) and parts (10) Articles 7, parts (4) article 14 of the Law on the capital market No. 171/2012 (Official monitor of the Republic of Moldova, 2012, No. 193-197, Art. 665), parts (4) Article 38 and part (5) Article 42 of the Join-stock companies law No. 1134/1997 (repeated publication: Official monitor of the Republic of Moldova, 2008, No. 1-4, Art. 1) National commission on the DECIDES: financial market

1. In the Instruction about stages, terms, procedure and procedures of registration of securities approved by the Resolution of the National commission on securities No. 13/10 of 13.03.2018 (Official monitor of the Republic of Moldova, 2018, No. 157-166, of the Art. 668), to make the following changes:

1) In all text of the Instruction, including appendices, words to "the law on financial accounting" shall be replaced with words to "the law on financial accounting and the financial reporting".

To state 2) In Item 3 of the concept "issuer" and "the closed offer (the closed issue)" of the following edition:

"the issuer – the joint-stock company or limited liability company founded according to provisions of the Join-stock companies law No. 1134/1997 (further – the Law No. 1134/1997), respectively, the Law on limited liability companies No. 135/2007 (further – the Law No. 135/2007), issuing shares, bonds (depending on case) which are subject to registration in GRTsB according to provisions of this Instruction;";

"the closed offer (the closed issue) – placement of securities between shareholders/members of the issuer and/or in narrow group of people, the shareholders/participants approved by general meeting;".

3) the First offer of item 4 to state in the following edition: "The paper documents submitted the National commission according to this Instruction are certified by the personal signature of authorized/responsible persons of the issuer and, optionally, are confirmed by seal.".

To Add 4) with Item 9-1 of the following content:

"9-1. In case of registration the document certifying permission of National Bank of Moldova to acquisition or increase in share in the authorized capital according to Article 161, with part is in addition submitted to GRTsB of the changes connected with the authorized capital of payment societies, societies of issuers of electronic money and suppliers of the post services founded in the legal form of joint-stock company and providing payment services (6) Article 7 and with article 86 of the Law on payment services and electronic money No. 114/2012.".

15) of Item 30 the text "The resolution of the National commission No. 7/11 of February 12, 2016" to replace 5) In the subitem with the text "The resolution of the National commission No. 7/1 of February 18, 2019".

6) Item 54:

a) add with subitems 2-1) and 2-1) of the following content:

"2-1) on circumstances, creation by the issuer and the Central depositary of the agreement or other document confirming rendering the services to the issuer provided by part (2) article 5 of the Law No. 234/2016, according to the regulations regulating activities of the Central depositary;

2-2) in case of bond emission, creation by the issuer of the draft agreement about bond subscription, according to the sample provided in appendix No. 32;";

b) 5) to state the subitem in the following edition:

"5) approval of the prospectus of public offer of securities in the National commission with assignment, according to the legislation, single number of identification of securities (ISIN code) and, on circumstances, reproduction of the prospectus of public offer;".

7) In Item 81:

a) 1) to add the subitem with the text: ", according to appendix No. 11".

b) 3) and 5) to state subitems in the following edition:

"3) the protocols of authorized body of management of the issuer who made the decision on public issue of securities and on approval of the prospectus of public offer of securities, constituted according to part (3) Article 64 and/or with article 68 of the Law No. 1134/1997, or the relevant protocol of members of limited liability company constituted according to Law No. 135/2007 provisions;

5) the draft agreement about bond subscription, according to the sample provided in appendix No. 32;";

c) add with subitems 3-1), 9-1) and 10-1) of the following content:

"3-1) decision on issue of securities, according to appendix No. 2, in triplicate (in the original);

9-1) bank confirmation of data of the provisional bank account opened by the issuer for accumulating of all money received from investors within public offer of securities (in the original);

10-1) declaration under the personal liability of the legal representative of the issuer which shall reflect if within three last years before decision making about issue the issuer was or was not brought to responsibility for violation of provisions of the legislation on disclosure of information and on the rights of owners of securities, and also were or cases of non-execution or non-compliance with terms of accomplishment of the obligations to owners of earlier placed bonds were not registered;";

d) 12) to state the subitem in the following edition:

"12) structure of owners of the securities owning more than 5% of the size of the authorized capital of the issuer, with indication of quantity of shares/share and the owning share, and also, by analogy, all other shares/shares which are in circulation under the heading "other owners of shares/share;".

8) In Item 106:

a) subitems 2) to state 3), 4) and 6) in the following edition:

"2) the protocol of authorized body of management of the issuer who approved the report on results of issue of securities by means of public offer constituted according to part (3) Article 64 or, depending on case, with parts (9) and (10) article 68 of the Law No. 1134/1997, or the relevant protocol of members of limited liability company constituted according to the Law No. 135/2007;

3) bank confirmation about payment/transfer by subscribers of money to the provisional bank account, for payment of securities within public offer of securities (in the original);

4) the report on results of additional issue of securities constituted according to appendix No. 3, or, depending on case, according to appendix No. 31 (in the original);

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