THE RESOLUTION OF BOARD OF THE AGENCY OF THE REPUBLIC OF KAZAKHSTAN ON REGULATION AND DEVELOPMENT OF THE FINANCIAL MARKET

of November 23, 2022 No. 103

About modification and amendments in some regulatory legal acts of the Republic of Kazakhstan concerning release and the circulation of non-state securities

Board of the Agency of the Republic of Kazakhstan on regulation and development of the DECIDES: financial market

1. Bring in the resolution of Board of National Bank of the Republic of Kazakhstan of October 29, 2018 No. 248 "About approval of Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, representations and considerations of the notification on results of repayment of non-state bonds, cancellations of release of non-state bonds, Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, considerations of the notification on results of repayment of non-state bonds, the List of documents for cancellation of release of non-state bonds and requirements to them, Rules of creation and execution of the prospectus of release of non-state bonds (prospectus of the bonded program), changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the notification on results of repayment of non-state bonds" (it is registered in the Register of state registration of regulatory legal acts at No. 17884) the following changes and amendments:

state heading in the following edition:

"About approval of Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds, Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, the List of documents for cancellation of release of non-state bonds and requirements to them, Rules of creation and execution of the prospectus of release of non-state bonds (prospectus of the bonded program), changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program)";

state Item 1 in the following edition:

"1. Approve:

1) Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds according to appendix 1 to this resolution;

2) Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum according to appendix 2 to this resolution;

3) the List of documents for cancellation of release of non-state bonds and the requirement to them according to appendix 3 to this resolution;

4) Rules of creation and execution of the prospectus of release of non-state bonds (the prospectus of the bonded program), changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program) according to appendix 4 to this resolution.";

in Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, representations and considerations of the notification on results of repayment of non-state bonds, cancellations of release of the non-state bonds approved by the specified resolution:

state heading in the following edition:

"Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds";

state Item 1 in the following edition:

"1. These rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds (further - Rules) are developed according to the laws of the Republic of Kazakhstan "About the security market" (further - the Law on the security market), "About state regulation, control and supervision of the financial market and the financial organizations", "About the state services" (further – the Law on the state services) and determine conditions and procedure for state registration of release of non-state bonds (further - bonds) (the bonded program), registration of changes and (or) amendments to the avenue of bond issue (the prospectus of the bonded program), the private memorandum, bond issue cancellations.";

add with Item 1-1 of the following content:

"1-1. Information on the made changes and (or) additions in Rules within 3 (three) working days after state registration in judicial authorities of the corresponding regulatory legal act is placed on official Internet resource of authorized body, goes to the operator of information and communication infrastructure of "the electronic government" and to Single contact center.";

state Item 3-3 in the following edition:

"3-3. In case of factual determination of completeness and (or) lack of expiration of the submitted documents the employee of responsible division considers documents on compliance to requirements of the legislation of the Republic of Kazakhstan, prepares the draft of the letter (certificate) or refusal in rendering the state service, signs result of rendering the state service at the authorized person of authorized body during:

12 (twelve) working days in case of state registration of bond issue;

7 (seven) working days in case of state registration of the bonded program;

7 (seven) working days in case of the state registration of the bonded program and the first bond issue within the bonded program provided by the issuer at the same time;

3 (three) working days in case of state registration of bond issue within the bonded program registered by authorized body;

1 (one) working day in case of state registration of bond issue with circulation period no more than 12 (twelve) months;

1 (one) working day in case of state registration of bond issue which is subject to private placement.

In case of identification of the bases for refusal in rendering the state service the authorized body notifies the issuer on the provisional solution about refusal in rendering the state service, and also time and the place (method) of carrying out hearing for provision to the issuer of opportunity to express line item according to the provisional solution.

The notification on hearing goes at least in 3 (three) working days prior to completion of term of rendering the state service. Hearing is carried out no later than 2 (two) working days from the date of the notification.

By results of hearing the authorized body issues the letter (certificate) or motivated refusal in rendering the state service.

The employee of responsible division within one working day after signing of result of rendering the state service directs him to the issuer in "personal account" in electronic form certified by the EDS of the authorized person of authorized body.

Processes of rendering the state services in all subspecies are identical.";

state Item 3-5 in the following edition:

"3-5. Consideration of the claim concerning rendering the state service is made by the higher official of authorized body, authorized body by assessment and control of quality of rendering the state services taking into account features, the stipulated in Article 25 Laws on the state services.

The claim is submitted in authorized body and (or) to the official of authorized body whose decision, action (failure to act) are appealed.

If other is not provided by the Law on the security market, the Law on the state services, appeal to the court is performed after appeal in pre-judicial procedure.";

state Item 8 in the following edition:

"8. The issuer submits documents for state registration of bond issue (the bonded program) on condition of observance of requirements, stipulated in Item 3 Articles 12, Item 1 of Article 12-2 and Item 1 of article 15 of the Law on the security market, except as specified bond issue with circulation period no more than twelve months, the non-state bonds which are subject to private placement.";

add with Item 10-1 of the following content:

"10-1. When implementing by the issuer of release of non-state bonds without repayment period the amount of release cannot exceed the size, stipulated in Item the 5th article 12-2 of the Law on the security market.

The equity size for establishment by the issuer of amount of release of non-state bonds without repayment period is determined based on the financial reporting of the issuer as of the end of the last quarter before submission of documents on state registration of release of non-state bonds without repayment period.";

state Item 12 in the following edition:

"12. State registration of bond issue (the bonded program) of bank or the organization performing separate types of banking activities is performed on condition of observance by the issuer of the following requirements:

1) absence for date of submission of documents for state registration of bond issue (the bonded program) of out of time fulfilled and unexecuted obligations for payment of remuneration for the bonds which are in circulation in the secondary security market;

2) profitable activities of the issuer following the results of one of the last two complete financial years before date of submission of documents for state registration of bond issue (the bonded program) or the pure currents of money received from activities of the issuer, for one of two last completed the financial years calculated based on its financial reporting confirmed with the audit report are positive;

3) lack of the facts of non-compliance with prudential standard rates and the set authorized body of other regulations and limits as of the end of the month preceding month in which documents for state registration of bond issue (the bonded program) are filed.

In case of lack of information on prudential standard rates and other regulations and limits set by authorized body as of the end of the month preceding month in which documents for state registration of bond issue (the bonded program) are filed authorized body information on prudential standard rates and other regulations and limits as of the previous reporting date is taken into account;

4) compliance of the issuer and the bonds issued by it to Requirements to the issuers and their securities allowed to the address on the stock exchange and also to the separate categories of the official listing of stock exchange approved by the resolution of Board of National Bank of the Republic of Kazakhstan of March 27, 2017 No. 54, to the registered in the Register of state registration of regulatory legal acts at No. 15175, and internal documents of stock exchange (if the prospectus of bond issue of the issuer provides the circulation of these bonds in trade system of stock exchange).

Requirements of part one of this Item do not extend to cases:

carrying out obligations by the issuer of restructuring on earlier issued bonds according to the judgment about carrying out restructuring;

carrying out obligations by the issuer of restructuring on earlier issued bonds according to the decision of authorized body on carrying out forced restructuring of obligations of the bank referred to category of insolvent banks on the basis and according to the procedure, the stipulated in Article 61-10 Laws of the Republic of Kazakhstan "About banks and banking activity in the Republic of Kazakhstan";

carrying out reorganization of the issuer which at least fifty percent of voting shares belong to the state or national managing holding;

bond issue with circulation period no more than 12 (twelve) months;

bond issue, subject to private placement.

Requirements of subitems 2) and 3) of part one of this Item do not extend to bond issue of bank in the form of the subordinated bonds converted into shares.";

state Item 30-1 in the following edition:

"30-1. The issuer represents to authorized body of change and (or) amendment in the private memorandum for their registration in case of change:

1) the data specified in Item 1 of appendix 1 to Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of the non-state bonds (the prospectus of the bonded program), the private memorandum approved by this resolution (further – Requirements) - within 30 (thirty) calendar days after the date of receipt by the issuer of the documents confirming change of the name of the issuer;

2) the data specified in Items 3, of 4, of 5, of 6, of 7, of the 8 and 9 appendix 1 to Requirements - within 30 (thirty) calendar days after decision date relevant organs of the issuer if any bond of this release was not placed or all bonds of this release are redeemed by the issuer in the secondary security market, or general meeting of bondholders.

General meeting of bondholders for the purpose of adoption by the issuer of the decision on change of the conditions of bond issue provided by Items 3, of 4, of 5, of 6, of 7, of the 8 and 9 appendix 1 to Requirements is held taking into account the requirements established by Items 2, of 3, of 4, of the 4-1 and 5 article 18-2 of the Law on the security market.";

state Item 30-5 in the following edition:

"In case of decision making about change of the conditions of bond issue provided by Items 3, of 4, of 5, of 6, of 7, of the 8 and 9 appendix 1 to Requirements, placement and the circulation of bonds stops about one the day following registration date of changes and (or) amendments in the private memorandum.";

31, of 32, of 33, 34 and 35 to exclude Items;

state appendix 1 in edition according to appendix 1 to this resolution;

state appendix 1-1 in edition according to appendix 2 to this resolution;

in appendix 2:

to state the text in the right upper corner in the following edition:

"Appendix 2

to Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds";

in appendix 3:

to state the text in the right upper corner in the following edition:

"Appendix 3

to Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds";

in appendix 4:

to state the text in the right upper corner in the following edition:

"Appendix 4

to Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds";

in appendix 5:

to state the text in the right upper corner in the following edition:

"Appendix 5

to Rules of state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, cancellations of release of non-state bonds";

in Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum, considerations of the notification on results of repayment of the non-state bonds approved by the specified resolution:

state heading in the following edition:

"Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum";

state Items 1 and 2 in the following edition:

"1. These Requirements to documents for state registration of release of non-state bonds (the bonded program), registration of changes and (or) amendments to the avenue of release of non-state bonds (the prospectus of the bonded program), the private memorandum (further – Requirements) are developed according to the Law of the Republic of Kazakhstan "About the security market" (further - the Law on the security market) and establish requirements to documents for state registration of release of non-state bonds (further – bonds) (the bonded program), registration of changes and (or) amendments to the avenue of bond issue (the prospectus of the bonded program), the private memorandum.

2. The statement of the issuer for registration of changes and (or) amendments to the avenue of bond issue (the prospectus of the bonded program), the private memorandum are signed by the head of executive body (person solely performing functions of executive body) of the issuer or person authorized on signing (with submission of the copy of the supporting document).";

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