DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of February 26, 2013 No. 248

About approval of the Order of registration of share issue of joint-stock companies which are created in the course of privatization and corporatisation

According to Items 1, of 3, 5 parts two of Article 7 and Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", article 6 of the Law of Ukraine "About securities and the stock market", Articles 1, of 4, 5 Laws of Ukraine "About joint-stock companies", Article part three 7, Articles 11, of 15, of 17, 18 Laws of Ukraine "About privatization of state-owned property", Presidential decrees of Ukraine of June 15, 1993 No. 210 "About corporatisation of the companies", of March 18, 1994 "About procedure for preparation for sale of shares of open joint stock companies which are created by corporatisation" the resolution of the Cabinet of Ministers of Ukraine of July 05, 1993 No. 508 "About approval of the Regulations on procedure for corporatisation of the companies" the National commission on securities and the stock market SOLVED No. 98:

1. Approve the Order of registration of share issue of joint-stock companies which are created in the course of privatization and corporatisation which is applied.

2. Recognize to invalid:

the decision of State commission on securities and the stock market of February 15, 1999 No. 25 "About approval of the Regulations on order of registration of share issue and information on share issue of open joint stock companies which are created by the basis by body, authorized to manage objects of state-owned property, and holding companies which are created in the course of corporatisation and privatization (07-07/99)", registered in the Ministry of Justice of Ukraine on March 04, 1999 for No. 138/3431 (with changes);

the decision of State commission on securities and the stock market of April 11, 2000 No. 39 "About approval of the Regulations on order of registration of share issue of the open joint stock companies created from the state companies in the course of privatization and corporatisation", registered in the Ministry of Justice of Ukraine on April 26, 2000 for No. 244/4465 (with changes);

the decision of State commission on securities and the stock market of March 18, 2002 No. 102 "Concerning registration of share issue of the open joint stock companies created in the course of privatization of the state, rent companies and companies with the mixed pattern of ownership", registered in the Ministry of Justice of Ukraine on April 16, 2002 for No. 367/6655 (with changes).

3. And corporate finances (A. Papaik) to provide to corporate management department submission of this decision on state registration in the Ministry of Justice of Ukraine.

4. To provide to management of information technologies, external and internal communications (A. Zaik) publication of this decision according to requirements of the legislation of Ukraine.

5. This decision becomes effective from the date of its official publication.

6. Control over the implementation of this decision to assign to the member of the National commission on securities and the stock market A. Amelin.

 

Approved by the Decision of the National commission on securities and the stock market of Ukraine of February 26, 2013, No. 248

Order of registration of share issue of joint-stock companies which are created in the course of privatization and corporatisation

1. According to this Procedure registration of share issue of joint-stock companies, including holding companies is performed, during their creation by corporatisation of the state companies, transformation of the state unitary commercial enterprises to joint-stock companies or in the course of privatization of the state companies, the companies formed based on leased property and founded based on consolidation of property of different patterns of ownership.

2. Registration of share issue is performed by the National commission on securities and the stock market (further - body of registration).

3. Registration of share issue which is performed by body of registration cannot be considered as guarantee of cost of these shares.

4. The date of receipt of the statement for registration of share issue is registration date of such statement in division of body of registration which performs functions of registration of incoming correspondence.

5. Body of registration:

after the receipt of the statement and documents necessary for registration of share issue, performs registration of share issue and grants the registration certificate of share issue (appendix 1) which is the basis for assignment to shares of the international identification number, or refuses registration within 25 working days;

returns in the time provided by the paragraph the second this Item documents to society without consideration.

6. The bases for refusal in registration of share issue are:

discrepancy of the submitted documents to requirements of the legislation;

unauthenticity of information in the submitted documents.

The bases for return to society without consideration of the documents submitted for registration of share issue are:

submission of documents not in full;

submission of documents with violation of the requirements established by this Procedure to their registration.

The notification on return without consideration of the documents submitted for registration of share issue is carried to society in writing by the direction to society of the corresponding letter containing the reasonable bases for leaving of documents without consideration and the list of violations.

The refusal in registration of share issue is drawn up by the corresponding order (appendix 2).

The order about refusal in registration of share issue is brought to the attention of society in writing and shall contain legal reasons for such refusal.

In case of refusal in registration of share issue all submitted documents remain in body of registration.

If registration of share issue it is refused based on which society considers unreasonable, it can take a legal action.

The notification of society on the decision on registration of share issue made by body of registration is performed by means of telecommunication communication.

7. For registration of share issue the joint-stock company from the date of its state registration submits within ten-day term within body of registration such documents:

7.1. The statement for registration of share issue (the appendix 3) signed by the head and certified by seal of society.

7.2. Certified by the signature of the head and seal of society the copy of the decision of the founder (founders) on creation of society and approval of its charter, and also the copy of the decision on share issue which shall contain:

the name, the location, code on EGRPOU of society;

information about the founder (founders) of society: full name, the location, code on EGRPOU or surname, name, middle name, the residence;

size of the authorized capital of society;

type of shares;

general nominal share value;

number of shares;

nominal share value;

quantity and general nominal share value which are received by each founder.

In case of creation of joint-stock companies in the course of privatization of the companies formed based on leased property and founded based on consolidation of property of different patterns of ownership, the decisions specified in paragraph one of this subitem are drawn up by the protocol of the constituent assembly of founders of society.

7.3. The copy of the valuation report of property or the appraisal report of property and the copy of the decision on its approval certified by the signature of the head and seal of society.

7.4. Copies of statements from accounts in securities, acts of acceptance transfer and other documents which confirm the transfer of blocks of shares and other assets in the authorized capital of society (are represented in case of registration of share issue of holding company) certified by the signature of the head and seal of society.

7.5. The balance of society constituted for date of state registration of society and the audit certificate (auditing firm) on forming of the authorized capital of society for date of state registration of society or balance of society for the first accounting period and audit opinion (the report of the independent auditor) / conclusion (report) on the overview of interim financial statements for the corresponding period containing conclusions to which the auditor, on compliance of the size of the authorized capital to constituent documents, forming and payments of the authorized capital with indication of the list of the fees brought in payment of the authorized capital (shares of the previous release), details of payment documents (in case of payment by money) or delivery-acceptance certificates came (in case of payment by non-cash means).

7.6. The copy of the provisional agreement with Central Securities Depository on servicing of issues of securities certified by the signature of the head and seal of society.

7.7. The copy of the payment order about payment of the state fee for registration of issue of securities according to the Decree of the Cabinet of Ministers of Ukraine of January 21, 1993 No. 7-93 "About the state fee", the head assured by the signature and seal of society.

8. The body of registration has the right to perform verification of data which contain in the submitted documents. Before the termination of the term established for registration the body of registration can request provision of additional documents which confirm the data provided in the documents provided for registration of share issue.

9. According to the written application of the issuer received by body of registration before decision making about registration of share issue or about refusal in registration and not later than the termination of fixed term of consideration of documents, the body of registration can return all documents submitted for registration for completion.

After completion documents for registration of share issue are submitted in general procedure.

10. For registration of share issue the applicant files the documents determined by this Procedure (if the data containing in them are not introduced in the relevant information bases in sufficient amount).

The impress of a seal is not obligatory detail of any of documents which submission to body of registration is provided by this Procedure. Copies of documents which submission to body of registration is provided by this Procedure are considered certified in accordance with the established procedure if on such copies the authorized signature of the subject of managing is put down.

 

Appendix 1

to the Order of registration of share issue of joint-stock companies which are created in the course of privatization and corporatisation

National commission on securities and stock market

Registration certificate of share issue

The national commission on securities and the stock market certifies that release ______

 nominal акций__________________________________________________________________

_____________________________________________________________________________

              (the name of the issuer and code on EGRPOU)

for total amount ___________________________________________________________ hryvnias,

                                  (amount words)

nominal cost _________________________________________________ hryvnias,

                                   (amount words)

in quantity _________________________________________________________________ pieces

                                 (quantity words)

it is entered in the State register of issues of securities.

Registration No. ___/1 / ___

Registration date "___" __________ 20 __ years

Date of issue "___" __________ 20 __ years

___________ _________ ________________________________________

(position) (signature) (initials, surname of the authorized person)

              M.P.

Appendix 2

to the Order of registration of share issue of joint-stock companies which are created in the course of privatization and corporatisation

National commission on securities and stock market

Name of the issuer: ________________________________

Location:

Order No. ____-V

"___" _________ 20 ___ years of.

m _______________

Authorized person of the National commission on securities and stock market

__________________________________________________________________________________,  

               (position, surname, name, middle name)

which acts on the basis _________________________,

by consideration of the documents provided for registration

share issue

__________________________________________________________________________________,

                  (name of the issuer)

                            Established:

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

Considering stated and on the basis ______________ the Order of registration of release of aktsiyaktsionerny societies which are created in the course of privatization and corporatisation, No. approved by the decision of the National commission on securities and the stock market of February 26, 2013 248, 2013 registered in the Ministry of Justice of Ukraine __________ for No. _____,

I decide:

refuse registration of share issue _____________________________________________.

                                                (name of the issuer)

___________ _________ ________________________________________

(position) (signature) (initials, surname of the authorized person)

              M.P.

Appendix 3

to the Order of registration of share issue of joint-stock companies which are created in the course of privatization and corporatisation

National commission on securities and stock market

Statement for registration of share issue

 

Full name of the issuer

Code on EGRPOU

Location of the issuer

Date of state registration of the issuer

Phone, fax

Current account

Size of the authorized capital (general nominal share value)

Total quantity of shares

Nominal share value

 

___________       _________        _____________________________ 

(position)        (signature)        (surname, name, middle name)                        

                     M.P.

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