On signing an Agreement on Cross-border Admission to the Placement and Circulation of Securities at Organized Auctions in the Member States of the Eurasian Economic Union
Decree of the President of the Republic of Kazakhstan dated November 29, 2024 No. 718.
In accordance with subparagraph 1) of Article 8 of the Law of the Republic of Kazakhstan "On International Treaties of the Republic of Kazakhstan", I HEREBY DECREE:
1. To approve the attached draft Agreement on Cross-border Admission to the Placement and Circulation of Securities at Organized Auctions in the Member States of the Eurasian Economic Union (hereinafter referred to as the Agreement).
2. The Prime Minister of the Republic of Kazakhstan, Olzhas Bektenov, signed an Agreement on behalf of the Republic of Kazakhstan, authorizing amendments and additions that are not of a fundamental nature.
3. This Decree shall enter into force from the date of its signing.
President of the Republic of Kazakhstan
K. Tokaev
Approved by Decree of the President of the Republic of Kazakhstan on November 29, 2024 No. 718
Project
Agreements on cross–border admission to the placement and circulation of securities at Organized auctions in the member States of the Eurasian Economic Union
The Member States of the Eurasian Economic Union, hereinafter referred to as the Member States,
based on the Treaty on the Eurasian Economic Union of May 29, 2014,
in order to create appropriate conditions for the functioning of the common financial market within the framework of the Eurasian Economic Union (hereinafter referred to as the Union), to ensure the freedom of issuing and trading securities on the exchange space of the member States,
Sharing the desire to protect the rights and legitimate interests of financial services consumers and investors,
Recognizing the need to ensure conditions for the growth of liquidity in the exchange markets of the Member States,
Expressing interest in strengthening trade and investment cooperation between the Member States in order to stimulate the development of the financial markets of the Member States,
Based on the principles of equality and mutual benefit, taking into account the economic interests of each of the Member States,
have agreed on the following:
Article 1
For the purposes of this Agreement, concepts are used that mean the following::
"parallel placement" is the simultaneous placement of securities on 2 or more exchanges (trade organizers) of various member states.;
"information disclosure" means ensuring the availability of information to all interested persons who are residents of the member States, in accordance with the procedure established by the legislation of the member state in which the information is disclosed, as well as the requirements of the issuer's securities listing in the highest category of the exchange (trade organizer) of the member state in which the issuer is registered., and the requirements of the exchange (the trade organizer) that granted cross-border access;
"list of the highest category" is a set of securities that meet the strictest requirements (for each type of securities) established by the exchange (the organizer of trading) for admission to placement and (or) circulation at organized auctions.;
"cross-border admission" means admission to the placement (including parallel) and (or) circulation at organized auctions held in one Member State of securities issued by another Member state by making an appropriate decision by the exchange (trade organizer).;
"authorized body" is an authority of a member state that, in accordance with the legislation of that member State, has the authority to regulate the procedures for the issuance, placement and circulation of securities, the activities of exchanges (trade organizers) and other participants in the securities market (including licensing) and (or) supervision (control), with the exception of bodies having powers only in the jurisdictions (territories) of the Member States with a special legal regime in the field of the financial market;
"securities" - shares and bonds of the issuer accepted by the exchange (the organizer of trading) in the member state in which the issuer is registered, for placement and (or) circulation.
Other concepts used in this Agreement are applied in the meanings defined by the Treaty on the Eurasian Economic Union of May 29, 2014 and international treaties within the Union.
Article 2
1. The subject of this Agreement is to ensure the cross-border admission of securities.
2. Each Member State provides an opportunity for exchanges (trade organizers) registered in its territory (hereinafter referred to as the state of registration of the exchange (trade organizer)) to admit securities registered (to which an identification number has been assigned) in other Member States to placement (parallel placement) and (or) circulation on terms no less favorable than those imposed for admission of securities registered (to which an identification number has been assigned) in this Member State, subject to compliance with requirements of this Agreement.
3. Each Member State shall provide an opportunity for issuers registered in its territory to initiate cross-border admission, taking into account compliance with the requirements of this Agreement.
The issuer must comply with the requirements established by the legislation of the Member State in whose territory it is registered (hereinafter referred to as the state of registration of the issuer) for the organization of the placement (circulation) of securities outside this state.
4. The provisions of this Agreement do not apply to:
a) registered securities (which have been assigned an identification number) in accordance with the regulatory legal acts (regulations) in force only within the jurisdictions (territories) of the Member States with a special legal regime in the field of the financial market;
b) exchanges (trade organizers) operating in accordance with regulatory legal acts (regulations) in force only within the jurisdictions (territories) of the member States with a special legal regime in the field of the financial market.
5. This Agreement does not apply to cases where cross-border admission is initiated by a person other than the issuer.
Article 3
1. The Exchange (the trade organizer) grants cross-border access if the following conditions are met simultaneously:
a) registration (state registration) of the issue of securities in the state of registration of the issuer has been carried out in accordance with the procedure established by the legislation of that state, or an identification number has been assigned;
b) the issue of securities, the cross-border admission of which is initiated on one or more exchanges (trade organizers) of the member states, is included in the list of the highest category on the exchange (trade organizer) of the state of registration of the issuer.
2. Registration of the securities prospectus, the report on the results of the issue and (or) placement of securities, and other documents accompanying the securities issuance process with the authorized body of the state of registration of the exchange (trade organizer) that granted cross-border admission is not required.
Article 4
The state of registration of the exchange (trade organizer) in whose trading system the transaction was made is recognized as the place of transaction in securities for which cross-border access has been granted.
Article 5
1. The authorized bodies, if necessary and within their competence established by the legislation of the relevant member State, assist the exchanges (trade organizers) of the member States in establishing interaction between the exchanges (trade organizers) (including through the conclusion of relevant agreements by the exchanges (trade organizers)).
2. As part of the implementation of this Agreement, the authorized body of one member State provides assistance to the exchange (trade organizer) of another member state (upon its request) in the form of providing information related to the requirements of the legislation of its member state to issuers in respect of which this authorized body has the authority to regulate and (or) supervise (control).
Article 6
1. In order to obtain cross-border access, the issuer sends documents to the exchange (trade organizer) of a member state in accordance with the procedure established by the authorized body of that state and (or) the exchange (trade organizer).
2. The Exchange (organizer of trading), in accordance with the procedures and deadlines established by its rules, verifies the documents received from the issuer for compliance with the requirements for admission of securities to placement and (or) circulation at organized auctions and decides whether to grant or refuse to grant cross-border admission.
3. The Exchange (trade organizer), no later than 1 business day following the day of making a decision regarding cross-border admission (including refusal to grant cross-border admission), shall ensure that the issuer and the exchange (trade organizers) of the state of registration of the issuer, which have included the issuer's securities in the list of the highest category, are informed of the decision.
4. Information on cross-border admission is subject to disclosure by the issuer in accordance with the procedure established by the legislation of the state of registration of the issuer, within 2 business days from the date of receipt of information on the provision of cross-border admission by the exchange (trade organizer).
Article 7
1. Issuers of securities for which a cross-border admission has been granted must comply with the information disclosure requirements established by:
a) in the state of registration of the exchange (trade organizer) that granted the cross-border admission:
the rules of the exchange (trade organizer) of this state;
the legislation of this State;
b) in the state of registration of the issuer:
the rules of the exchange (trade organizer) of this state, which has implemented the inclusion of the issuer's securities in the list of the highest category;
the legislation of this State.
2. Issuers of securities in respect of which cross-border access has been granted must comply with the requirements on countering the misuse of insider information and market manipulation established by the States of registration of exchanges (trade organizers) that have granted cross-border access and the State of registration of the issuer.
3. The exchange (trade organizer), which has granted cross-border access, is obliged to disclose the following information by publishing it on its official website on the Internet information and telecommunications network:
a) on the inclusion of securities of the issuer of another Member State, in respect of which a cross-border admission has been granted, in the list of securities admitted to placement (circulation) at organized auctions;
b) on the exclusion of securities in respect of which a cross-border admission has been granted from the list of securities admitted to placement (circulation) at organized auctions, on the termination of trading in these securities, on the suspension (resumption) of trading in these securities;
c) to reduce, in accordance with the rules of the exchange (the trade organizer), the list of acceptable trading modes for securities for which cross-border admission has been granted, and to change the categories (levels) of listing of these securities.;
d) on the establishment of prohibitions or restrictions on certain transactions with securities for which cross-border access has been granted, indicating the duration of the ban (restriction), on the suspension of trading in securities by decision of the authorized body of the state of registration of the exchange (the organizer of trading).
4. Disclosure of the information specified in paragraph 3 of this Article shall be carried out no later than 1 business day following the day on which the exchange (the trade organizer) receives information about the occurrence of the relevant event or the day on which the relevant decision is made.
5. The exchange (trade organizer), which has granted cross-border access, informs about the mechanism of access to public information about the issuer and its securities, including by posting a link to the page (pages) of the issuer and (or) the exchange (trade organizer) of the state of registration of the issuer in the information and telecommunications network "Internet", on which discloses the specified information.
6. An exchange (trade organizer) that has granted cross-border access, in accordance with its rules, has the right to disclose other information that is not confidential according to the legislation of the state of registration of the exchange (trade organizer), about the issuer and securities in respect of which cross-border access has been granted, as well as about the measures taken by the exchange (trade organizer) in with respect to such securities.
7. If the issuer's securities are excluded from the list of the highest category, the exchange (trade organizer) of the state of registration of the issuer shall, within 1 business day from the date of the relevant decision, inform the exchanges (trade organizers) of other Member States that have granted cross-border admission.
8. Exchanges (trade organizers) that have granted cross-border access, based on the information specified in paragraph 7 of this article, in accordance with the legislation of the state of registration of the exchange (trade organizer) and its rules, may decide to change the categories (levels) of listing securities, as well as to exclude them from the list of securities, approved for placement (circulation) at organized auctions, and inform the issuer of the decision no later than 1 business day following the day of the decision.
At the same time, settlements on transactions concluded with these securities before making a decision on their exclusion from the list of securities admitted to placement (circulation) at organized auctions must be completed in accordance with the procedure established by the legislation of the state of registration of the exchange (trade organizer) and (or) the rules of the exchange (trade organizer) that provided cross-border admission.
Article 8
1. The authorized body of the state of registration of the exchange (trade organizer) that granted the cross-border admission has the right, within its competence, to verify the placement (parallel placement) and (or) circulation of securities in respect of which the cross-border admission was granted on the relevant exchange (trade organizer) and, if necessary, to contact the authorized body of the state of registration of the issuer with request for an audit of the issuer.
2. The authorized bodies have the right to organize joint inspections of the placement (parallel placement) and (or) circulation of securities for which cross-border access has been granted on the relevant exchange (trade organizer) within the framework of the implementation of this Agreement, if such inspections do not contradict the legislation of the member States.
3. If the violations are related to discriminatory actions of the issuer of securities, in respect of which cross-border access has been granted, with respect to holders of these securities who are residents of other Member States, the authorized body (authorized bodies) of the Member State of which the holders of securities whose rights have been violated are residents shall take measures in accordance with the legislation of their State.- take measures aimed at holding the specified issuer and its officials accountable.
4. If the violations are related to the actions of the issuer of another member state and (or) its officials regarding abuses in the securities market of the state of registration of the exchange (organizer of trading) (in particular, market manipulation, misuse of insider information, etc.), the authorized body of the state of registration of the exchange (organizer of trading) takes into account in accordance with the legislation of its member State, measures aimed at holding the issuer and its officials accountable.
5. The authorized body that conducted the audit in accordance with this article, no later than 14 working days from the date of the decision on the application of measures of influence against the issuer and (or) its officials, based on the results of the audit, informs the authorized body of the state of registration of the issuer, including for the purpose of holding such an issuer accountable, if responsible The corresponding offense is provided for by the legislation of the state of registration of the issuer.
6. The authorized body of the state of registration of the exchange (trade organizer) shall inform the exchange (trade organizer) in accordance with the established procedure of the established fact of misuse of insider information and (or) market manipulation in order for the exchange (trade organizer) to take measures provided for by its rules.
7. Issues related to the implementation of decisions taken by the state authorities of the Member States and authorized bodies in relation to issuers of securities in respect of which cross-border access has been granted, regarding the application of liability measures, are determined by the legislation of the State of registration of the issuer.
8. The exchange of information between the authorized bodies in order to implement this Agreement is carried out in accordance with the Agreement on the Exchange of Information, including Confidential Information, in the Financial Sector in order to create conditions on the financial markets to ensure the free movement of Capital dated December 23, 2014.
Article 9
1. Issues related to the implementation of this Agreement are considered by the authorized bodies within the framework of joint consultations involving, if necessary, representatives of the Eurasian Economic Commission.
2. Disputes related to the interpretation and/or application of this Agreement are resolved in accordance with the procedure established by the Treaty on the Eurasian Economic Union of May 29, 2014.
3. By mutual agreement of the Member States, amendments may be made to this Agreement, which are formalized in separate protocols.
4. This Agreement is an international agreement concluded within the framework of the Union and is included in the law of the Union.
5. This Agreement does not affect the rights and obligations of the Member States arising from other international treaties to which they are parties.
Article 10
This Agreement shall enter into force on the date of receipt by the depositary, through diplomatic channels, of the last written notification on the completion by the Member States of the internal procedures necessary for the entry into force of this Agreement.
Committed in the city ____________________________ 20___ year in one original copy in Russian.
The original copy of this Agreement shall be kept at the Eurasian Economic Commission, which, as the depositary of this Agreement, will send each member State a certified copy thereof.
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