ORDER OF THE DIRECTOR OF THE AGENCY ON MARKET DEVELOPMENT OF THE CAPITAL OF THE REPUBLIC OF UZBEKISTAN

of November 4, 2020 No. 2020-14

About modification and amendments in Rules of issue of securities and state registration of releases of issued securities

According to the laws of the Republic of Uzbekistan "About the security market", "About joint-stock companies and protection of shareholder rights" and "About societies with the limited and accessorial liability", and also the resolution of the Cabinet of Ministers of the Republic of Uzbekistan of August 7, 2019 to No. 650 "About approval of regulations on the Agency on market development of the capital of the Republic of Uzbekistan and Fonda of assistance to market development of the capital under Agency on market development of the capital of the Republic of Uzbekistan", I order:

1. Make changes and additions to the Rules of issue of securities and state registration of releases of issued securities approved by the order of the CEO of the Center for coordination and control of functioning of the security market under the State Property Committee to the Republic of Uzbekistan of July 16, 2009 No. 2009-40 (рег. No. 2000 of August 30, 2009) (Collection of the legislation of the Republic of Uzbekistan, 2009, No. 36, the Art. 394), according to appendix.

2. This order becomes effective from the date of its official publication.

Appendix

to the Order of the director of the Agency on market development of the capital of the Republic of Uzbekistan of November 4, 2020 No. 2020-14

Changes and additions made to Rules of issue of securities and state registration of releases of issued securities

1. In Item 1:

to state the paragraph of the sixth in the following edition:

"corporate bonds - the bonds issued by joint-stock companies, societies with the limited and accessorial liability;";

the fourteenth to state the paragraph in the following edition:

"governing body of the issuer - general shareholder meeting or the supervisory board of joint-stock company, and also general meeting of participants or the supervisory board of society with the limited and accessorial liability;".

2. State Items 22 and 221 in the following edition:

"22. Corporate bonds are issued with observance of the following conditions:

within the size of equity of the issuer for decision date about their release. If the amount of corporate bonds exceeds the size of equity of the issuer, then the issuer shall provide providing on the exceeding amount;

the issuers having positive indicators of profitability, solvency, financial stability and liquidity for the last year;

availability of audit opinion with positive opinion according to the financial reporting for the last year preceding bond issue;

with the assistance of the commercial banks performing functions of payment agents on payment by issuers of the means which are due to investors.

At the same time for placement of corporate bonds on open subscription it is necessary to correspond to the following conditions:

a) in case of exceeding of the size of equity the issuer provides one of the following providing the third parties on the exceeding amount:

mortgage providing real estate;

the cash or equated to them means;

bank guarantee;

insurance policy of insurance company;

b) availability of independent rating assessment;

c) obligatory involvement of the underwriter (group of underwriters).

221. Infrastructure bonds are issued with observance of the following conditions:

within the size of equity of the issuer for decision date about their release. If the amount of infrastructure bonds exceeds the size of equity of the issuer, then the issuer shall provide providing on the exceeding amount;

availability of audit opinion with positive opinion according to the financial reporting for the last year preceding bond issue;

means from placement of infrastructure bonds are used for financing of the project provided in the decision of the President of the Republic of Uzbekistan or the Cabinet of Ministers of the Republic of Uzbekistan.

Economic societies from shares of the state 50 and more percent and the state companies issue infrastructure bonds in coordination with the Ministry of Finance of the Republic of Uzbekistan.".

3. State Item 36 in the following edition:

"36. The decision on bond issue, obligation fulfillment of the issuer on which is provided with pledge, the bank guarantee or different ways, stipulated by the legislation, shall contain also the information about person who provided providing and about providing conditions. In this case the decision on bond issue shall be also signed by person providing providing.".

4. State Item 40 in the following edition:

"40. The prospectus is approved by governing body of the issuer and shall contain all information according to:

to appendix No. 2a to these rules - when transforming the state companies to joint-stock companies;

to appendix No. 2b to these rules - for other joint-stock companies, and also societies with the limited and accessorial liability;

to appendix No. 2v to these rules - for investment funds.

For confirmation of the fact of verification of the financial reporting of the issuer by the auditor copies of audit opinion at least for the last year are attached to the prospectus of the issue of securities.

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