REGULATIONS ON THE QUOTATION LIST OF THE JSC ‘TOSHKENT’ REPUBLICAN STOCK EXCHANGE

 

Regulations on

the Quotation List of the JSC ‘Toshkent’ Republican Stock Exchange  

These Regulations are developed in accordance with Laws of the Republic of Uzbekistan ‘On Exchanges and Exchange Activities’ (amended) approved by Law of the Republic of Uzbekistan No.ZRU-375 dated 12 September 2014 (Collected legislation of the Republic of Uzbekistan, 2014 No.38, Art. 481), ‘On the Securities Market’ No.ZRU-163 dated 22 July 2008 (Collected legislation of the Republic of Uzbekistan, 2008 No.29-30, Art. 278), ‘The Regulations on the Procedure for the Compulsory Listing of Joint-Stock Companies with the Authorized Capital over 500 Million Soums on the Stock Exchange’ (registered with the Ministry of Justice of the Republic of Uzbekistan, No.1801 dated 01 May 2008), other legislative instruments, the Charter of the JSC ‘Toshkent’ Republican Stock Exchange and determines the procedure for inclusion, remaining of securities in the quotation list  on the JSC ‘Toshkent’ Republican Stock Exchange as well as removal of securities from the quotation list  on the JSC ‘Toshkent’ Republican Stock Exchange.

 

1. General Provisions
2. The following basic definitions shall apply in these Regulations:-

 

‘Stock Exchange’ refers to the JSC ‘Toshkent’ Republican Stock Exchange;

‘stock exchange’s quotation list’ means a list of securities that are admitted to trading on the Stock Exchange in the relevant ‘A’, ‘B’, ‘C’, and ‘P’ categories;

 ‘stock exchange listing’ refers to the procedure for admission of securities to stock trading with including them in the stock exchange’s quotation list;

‘delisting’ refers to the procedure of removal of an issuer’s securities from the stock exchange’s quotation list;

‘responsible unit of the Stock Exchange’ means the organizational unit of the Stock Exchange that is responsible for working with listed companies;

 ‘“A” category of the stock exchange’s quotation list’ means a list of securities of issuers that have been listed and satisfy the listing requirements of this category;

 ‘“B” category of the stock exchange’s quotation list’ means a list of securities of issuers that have been listed and satisfy the listing requirements of this category;

‘“C” category of the stock exchange’s quotation list’ means a list of securities of issuers that have been listed and satisfy the listing requirements of this category;

‘“Р” category of the stock exchange’s quotation list’ means a list of public stock and securities that have been listed on the stock exchange, put out to stock trading pursuant to decisions of the President of the Republic of Uzbekistan and/or the Cabinet of Ministers of the Republic of Uzbekistan (if the issuer and its securities were not included in the “A”, or “B”, or “C” categories earlier);

‘listed companies’ mean issuers whose securities are included in the stock exchange’s quotation list;

‘Listing Committee’ means the committee of the Stock Exchange that carries out listing and delisting of securities on the Stock Exchange;

 

1. Securities Included into the Stock Exchange’s Quotation List
2. a) shares and corporate bonds issued by residents of the Republic of Uzbekistan;
3. b) derivative securities (an issuer’s options and securities futures) issued by residents of the Republic of Uzbekistan;
4. c) securities issued by non-residents of the Republic of Uzbekistan in accordance with the procedure established by the legislation.

1. Securities of issuers that have been registered with the State registration authority, issued in accordance with the legislation of the Republic of Uzbekistan, and meet the requirements of these Regulations shall be included into the stock exchange’s quotation list.
2. Securities that have been issued by non-residents of the Republic of Uzbekistan are included into the stock exchange’s quotation list in cases stipulated by law within the quotas established by the Cabinet of Ministers of the Republic of Uzbekistan.
3. The stock exchange’s quotation list includes a list of issue-grade and non-issue securities.
4. Issue-grade securities include:

1. Non-issue securities include:

а) certificates of deposit;

1. b) other non-issue securities in accordance with the legislation.

1. Securities issued by non-residents of the Republic of Uzbekistan include depository receipts - derivative securities that do not have a nominal value, certify the ownership right to a specified number of a non-resident’s underlying securities and attach the right of their holders to require that their issuers provide the owners with the corresponding number of underlying securities of a non-resident in exchange for the depositary receipts and services related to the exercising of the rights attached by non-residents’ securities by the holders of the depository receipts.
2. The stock exchange’s quotation list falls into “A”, “B”, “C”, and “P” categories.

8-1. Securities in the stock exchange’s quotation list shall be classified as “A”, “B” or “C” depending on the financial condition of issuers and the amount of their authorized funds, as well as other requirements set hereby.

8-2. Public stock and securities put out to stock trading pursuant to the decision of the President of the Republic of Uzbekistan and/or the Cabinet of Ministers of the Republic of Uzbekistan shall be included in the “P” category of the stock exchange’s quotation list regardless of the results of appraisal of the financial condition of the issuer of the securities and their liquidity.

1. Shares of commercial banks are included into the stock exchange’s quotation list in accordance with the procedure established by the legislation and these Regulations.

III. Listing Procedure

1. Securities of “A”, “B”, and “C” categories are admitted to stock trading (listed) subject to the following:

• the application of an issuer of securities for inclusion of its securities into the stock exchange’s quotation list shall be considered;
• the financial condition of the issuer of securities shall be assessed;
• the liquidity of the securities shall be evaluated;
• the securities are included into the stock exchange’s quotation list, which is presented to members of the Stock Exchange.

1. Securities included into the stock exchange’s quotation list are considered admitted to stock trading.
2. Securities are included in the relevant categories of the stock exchange’s quotation list by the decision of the Board of the Stock Exchange on the basis of the opinion of the Listing Committee followed by posting of the information on the official site of the Stock Exchange.

1. Requirements for Listed Companies

1. To have its securities included into the relevant category of the stock exchange’s quotation list, an issuer must fulfill the following requirements:

For “A” Category:

1. a) the amount of the issuer’s authorized fund must be at least USD 2 million equivalent at the rate of the Central Bank of the Republic of Uzbekistan at the date of registration of the issuer as a joint-stock company with the relevant state registration authority;
2. b) the period of the issuer’s activity as a joint-stock company must be at least five years with a positive financial result for the last three completed fiscal years;
3. c) the issuer’s financial and economic performance must comply with the standards established by the Stock Exchange for this category of the stock exchange’s quotation list;
4. d) the share of the issuer’s stocks that are in free float and not owned by the state, state joint-stock companies, holding companies or economic associations, as well as not burdened with obligations must be at least 15% of the number of shares issued by the issuer (free float);
5. e) the issuer should have its corporate website;
6. f) the issuer shall submit a list of affiliated persons and other material information to the Stock Exchange;
7. g) the amount of the issuer’s equity capital must be at least 120% of the amount of its authorized fund.
8. h) the issuer must have the Internal Audit Service;
9. i) the issuer must have a separate organization unit on corporate governance.

 

For “B” Category:

а) the amount of the issuer’s authorized fund must be at least USD 1 million equivalent at the rate of the Central Bank of the Republic of Uzbekistan at the date of registration of the issuer as a joint-stock company with the relevant state registration authority;

1. b) the period of the issuer’s activity as a joint-stock company must be at least three years with a positive financial result for the last two completed fiscal years;
2. c) the issuer’s financial and economic performance must comply with the standards established by the Stock Exchange for this category of the stock exchange’s quotation list;
3. d) the issuer should have its corporate website;
4. e) the issuer shall submit a list of affiliated persons and other material information;
5. f) the amount of the issuer’s equity capital must be at least 110% of the amount of its authorized fund.

 

For “C” Category:

а) the amount of the issuer’s authorized fund must be at least USD 400 thousand equivalent at the rate of the Central Bank of the Republic of Uzbekistan at the date of registration of the issuer as a joint-stock company with the relevant state registration authority;

1. b) the period of the issuer’s activity as a joint-stock company must be at least two years with a positive financial result for the last completed fiscal year;
2. c) the issuer’s financial and economic performance must comply with the standards established by the Stock Exchange for this category of the stock exchange’s quotation list;
3. d) the issuer should have its corporate website;
4. e) the issuer shall submit a list of affiliated persons and other material information (documents);
5. f) the amount of the issuer’s equity capital must be at least 100% of the amount of its authorized fund.

 

For “P” Category:

а) the amount of the issuer’s authorized fund must be at least USD 400 thousand equivalent at the rate of the Central Bank of the Republic of Uzbekistan at the date of registration of the issuer as a joint-stock company with the relevant state registration authority;

1. b) a copy of the decision of the President of the Republic of Uzbekistan and/or the Cabinet of Ministers of the Republic of Uzbekistan on the sale of a block of securities;
2. c) a copy of the decision (order) of the State Committee of the Republic of Uzbekistan for Privatization, Monopolization and Development of Competition to put out a block of public stock to stock trading;
3. d) the issuer should have its corporate website;

 

1. Documents to Be Submitted by Issuers to Have Their Securities Included into the Stock Exchange’s Quotation List

1. To have its issue-grade securities included into the stock exchange’s quotation list, the issuer (holder of securities) shall submit the following documents to the Stock Exchange:

а) the issuer’s application executed on its letterhead according to the form provided in Annex No.1 hereto;

1. b) copies of constituent documents, as well as amendments and additions to them, certified by the issuer;
2. c) copies of the issuer’s financial statements specified in Annex No.2 hereto certified by the issuer:

1) for the last three completed fiscal years - for issuers whose securities are included into the “A”, “B”, “C” Categories;

2) for the last reporting period - for issuers whose securities are included into the “P” Category;

1. d) copies of audit reports for the last three completed fiscal years certified by the issuer (not required for “P” Category);
2. e) copies of resolutions authorizing issuance of securities and prospectuses for securities (for issue-grade securities);
3. f) copies of orders on establishing the Internal Audit Service and putting internal auditors that have the relevant licenses of the Ministry of Finance of the Republic of Uzbekistan, certified by the issuer (for “A” Category) on the payroll;
4. g) copies of orders on setting up a separate organization unit on corporate governance and putting employees that have qualification certificates of the securities market specialist issued by the authorized government agency for regulating the securities market and certified by the issuer (for “A” Category) on the unit payroll;
5. h) a copy of the certificate of state registration of the corporate web-site as a mass medium.

1. To have its deposit certificates included into the stock exchange’s quotation list, the issuer (holder) shall submit a copy of the document entitling the issuer to issue the deposit certificates (authorized management body of the Bank) in addition to the documents specified in subparagraphs a), b), c) and d) of Clause 13 hereof.

1. The issuer (holder) shall have the copies of documents submitted in writing certified by the common seal and signature of the relevant official with affixing “a true and correct copy” label.

If the above documents are delivered electronically, they shall be certified with affixing an electronic digital signature in accordance with the law.

1. The issuer (holder) is responsible for the reliability of the information and documents submitted.

17.1. If an issuer has submitted the documents required in accordance with Clauses 14 to16 hereof inappropriately, unduly or incompletely, the Stock Exchange will not consider the submitted documents until the issuer has eliminated the specified deficiencies, as the Stock Exchange notifies the issuer in writing.

1. Within 12 working days from the date of receipt of the entire block of properly completed documents from an issuer, the responsible unit of the Stock Exchange shall:

calculate indicators of the financial and economic performance of the issuer on the basis of submitted financial statements and determine their compliance with the standards set by the Stock Exchange;

submit the entire block of the issuer’s documents and calculation to the Listing Committee for consideration.

1. The Listing Committee Considers:

• the contents of the application for compliance of the information contained in it with the data specified in the constituent documents and documents on securities issues;
• provisions of constituent documents relating to the size of the authorized fund, the scope of the rights of the securities holders, the conditions for their placement and circulation;
• compliance of the indicators of the financial and economic performance of the issuer calculated by the responsible unit of the Stock Exchange with the standards set by the Stock Exchange, as well as the correspondence of the size of the authorized fund on the balance sheet and in the Charter;
• the content of audit reports (for “A”, “B”, and “C” Categories);
• the description, characteristics, conditions of placement, circulation and redemption of securities indicated in the documents on securities issues.

1. Following the results of consideration, the Committee shall, within five working days, hand down an opinion to the Board of the Stock Exchange on admittance or refusal to include the securities of an issuer to the stock exchange’s quotation list.
2. The meeting of the Listing Committee is documented in the form of minutes, which are signed by all members of the Committee attending the meeting.
3. The Board of the Stock Exchange Board shall, within five working days from the date of the meeting of the Listing Committee, make a decision to include or refuse to include the issuer’s securities into the stock exchange’s quotation list, of which it notifies the issuer within three working days from the date of arrival at the relevant decision.
4. If the Board of the Stock Exchange has refused to include the issuer’s securities into the stock exchange’s quotation list, the issuer has the right to apply to the Stock Exchange for a second time to have its securities included into the stock exchange’s quotation list on a common basis.
5. An issuer included into the stock exchange’s quotation list will be assigned a stock ticker consisting of not more than four symbols (Latin characters). The ticker is unique for each issuer and used for information and analytical purposes.
6. The date of commencement of stock trading will be the date of inclusion of the issuer’s securities into the stock exchange’s quotation list on the basis of the decision of the Board of the Stock Exchange.
7. Information on the decision of the Board of the Stock Exchange pertaining to the inclusion of an issuer’s securities into the stock exchange’s quotation list is published on the Stock Exchange’s official web-site.

1. Procedure for Remaining the Securities of Listed Companies in the Stock Exchange’s Quotation List

1. While remaining in the stock exchange’s quotation list, the listed company shall:

• comply with the requirements established for the category of the stock exchange’s quotation list, into which the company is included;
• submit a copy of the audit report within five working days after the Annual General Meeting of Shareholders.

• inform the Stock Exchange of each issue of securities within ten working days after the state registration of the issue with the attachment of documents on the issuance of the securities in paper or electronic form;
• Disclose information about material facts to the Stock Exchange in electronic format within two working days from the date of their occurrence;
• submit an electronic form of the annual report to the Stock Exchange within five working days from the deadline for submission of the reports to the tax authorities;
• submit electronic forms of financial statements based on the results of the first quarter, first half of the year and nine months during the month following the reporting period to the Stock Exchange and independently place them on the Stock Exchange’s official web-site using an EDS;

1. The issuer shall submit the information specified in Clause 27 hereof to the Stock Exchange independently by posting it on the Stock Exchange’s official web-site using an EDS.

28-1.The requirements of Clause 27 hereof shall not apply to securities included into the stock exchange’s quotation list by “P” category.

1. Within ten working days from the date of submission of the regular quarterly financial statements by a listed company, the responsible unit of the Stock Exchange calculates the indicators of the issuer’s financial condition and assesses the liquidity of the listed company’s securities, and determines the compliance of the company with the requirements set hereby for the relevant category (“A”, “B”, and “C” Categories).

 

VII. Terms and Conditions for remaining Securities in Certain Categories of the Stock Exchange’s Quotation List

1. For the relevant categories of the stock exchange’s quotation list, the requirements for the size of the volume of exchange transactions during a calendar year are established as follows:

а) for “A” category - the volume of exchange securities transactions of a listed company in quantitative terms for each calendar year should be at least 0.5% of the size of  its authorized fund at the beginning of the year, with securities transactions to be carried out on a monthly basis;

1. b) for “B” category - the volume of exchange securities transactions of a listed company in quantitative terms for each calendar year should be at least 0.3% of the size of its authorized fund at the beginning of the year, with securities transactions to be carried out on a monthly basis;
2. c) for “C” category - the volume of exchange securities transactions of a listed company in quantitative terms for each calendar year should be at least 0.2% of the size of its authorized fund at the beginning of the year, with securities transactions to be carried out a monthly basis;
3. d) for “P” category - the volume of exchange securities transactions of a listed company in quantitative terms for each calendar year is not established.

If an issuer fails to fulfill the requirements established for the volume of exchange transactions during a calendar year, the Stock Exchange has the right to consider the issue of the downgrading or delisting of the issuer’s securities.

VIII. Upgrading, Downgrading, and Delisting of the Securities of Listed Companies

1. The Stock Exchange upgrades or downgrades the securities of listed companies when the indicators of their financial and economic performance have changed and/or do not comply with the requirements established hereby for the relevant category of listing.
2. An issuer and its securities will be upgraded on the basis of the issuer’s application and the relevant decision of the Board of the Stock Exchange adopted on grounds of the Listing Committee’s conclusion.
3. An issuer and its securities will be downgraded by the decision of the Board of the Stock Exchange Board on the basis of the Listing Committee’s conclusion based on the monitoring of the annual financial condition of the listed company.
4. A notice of the upgrading or downgrading of securities shall be sent to the issuer within three working days from the date on which the Board of the Stock Exchange made the decision.
5. The securities of a listed company are delisted by the Stock Exchange in the following cases:

• the issuer shows signs of insolvency;
• the issuer fails to comply with the requirements set forth herein;
• the issuer makes a request for removal of its securities from the stock exchange’s quotation list specifying the reasons;
• the issue of securities is withdrawn by an authorized state body that regulates the securities market;
• the issuer fails to pay an annual listing fee.

1. The Stock Exchange delists the securities of a listed company in other cases stipulated by the legislation.
2. The decision on delisting is made by the Board of the Stock Exchange on the basis of the relevant conclusion of the Listing Committee.
3. Within three working days from the date on which the Board of the Stock Exchange made a decision on delisting, the Stock Exchange notifies the issuer of the decision taken.

1. Final Provisions

1. Mutual relations of the parties arising in accordance with these Regulations are regulated by the current legislation and the internal documents of the Stock Exchange.
2. When an issuer submits an application to have its securities included into the stock exchange’s quotation list, it shall pay a charge/fee in accordance with ‘The Regulations on Listing Fees Payable by Issuers Listed on the JSC “Toshkent” Republican Stock Exchange’.
3. When securities remain on the stock exchange’s quotation list, the listed company shall pay the Stock Exchange an annual listing fee for monitoring the issuer’s financial condition, assessing the liquidity of its securities in accordance with ‘The Regulations on Listing Fees Payable by Issuers Listed on the JSC “Toshkent” Republican Stock Exchange’.
4. Within five working days from the date on which the Board of the Stock Exchange made a decision on the including of securities in the stock exchange’s quotation list, upgrading or downgrading or delisting of securities, the information on this decision shall be published on the Stock Exchange’s official web-site.
5. After a block of public stock and securities put out to stock trading in accordance with decisions of the President of the Republic of Uzbekistan and/or the Cabinet of Ministers of the Republic of Uzbekistan in the “P” category has been sold in full, the above securities shall be removed from the stock exchange’s quotation list from the date of the conclusion of the last sold trade.
6. Disputes arising from the application of these Regulations shall be resolved in accordance with the procedure established by law.
7. Persons guilty of violating the requirements hereof shall be liable in accordance with the established procedure.
8. These Regulations being adopted, the Regulations on the Official Exchange Bulletin of the JSC “Toshkent” Republican Stock Exchange approved by decision of the Board of the JSC “Toshkent” Republican Stock Exchange No.76 dated June 24, 2013 shall cease to be in force.