Centre for the Study of Privatization, Development of Corporate Governance and Securities Market under the State Committee for State Property Management of the Republic of Uzbekistan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REGULATIONS ON

 

THE LISTING COMMITTEE

 

OF THE JSC ‘TOSHKENT’ REPUBLICAN STOCK EXCHANGE

 

 

authors:

 

I.L. Butikov, Director of the Centre, Doctor of Science,

V.D. Djuraev, Senior Researcher at the Centre,  

E.Z. Zakirov, Senior Researcher at the Centre

 

The document was prepared in accordance with the instruction of the Chairman of the State Committee of the Republic of Uzbekistan for Privatization, Demonopolization  and Development of Competition No.16855/07-01 dated 13 November 2014.

 

 

Number of Sheets - 5

Submitted to the Chairman of the Supervisory Board of the JSC ‘Toshkent’ Republican Stock Exchange on March 12, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tashkent  2015

 

‘APPROVED’

by Decision of the Board of

the JSC ‘Toshkent’ Republican Stock Exchange

No.15 dated 13 March 2015

                                                                                                                             

                                                                                                                                                             Official Seal

 

 

Regulations on

the Listing Committee

 

of the JSC ‘Toshkent’ Republican Stock Exchange

 

 

Preamble

 

1. General Provisions

 

1. Functions and Composition of the Listing Committee

 

• The Listing Committee’s Rules of Procedure for Admission of an Issuer’s Securities

 to Official Stock Exchange Listing

1. The Listing Committee’s Rules of Procedure for Entering an Issuer’s Securities

into the Official Stock Exchange Bulletin

1. Final Provisions

 

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 Stock Exchange Quotation List of the JSC ‘Toshkent’ Republican Stock Exchange approved on March 12, 2015 and governs the procedure of work of the Listing Committee (hereinafter – the Committee) when considering the documents submitted by issuers to be included in the stock exchange’s quotation list, remain in the stock exchange’s quotation list and removal them from the stock exchange’s quotation list.

 

1. General Provisions

 

1. The following definitions shall apply in these Regulations:-

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

‘Stock exchange 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 exchange trading with including them in the stock exchange 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 (the Committee)’ means the committee of the Stock Exchange that carries out listing and delisting of securities on the Stock Exchange;

 

‘Listing requirements’ mean criteria for assessing the financial condition of the issuer, in compliance of which its securities are included in one of the categories of the stock exchange’s quotation list;

 

‘Appraisal’ means a procedure for assessing the financial condition of issuers and assessing the liquidity of securities when they are included in the stock exchange’s quotation list, remain in the stock exchange’s quotation list, and are removed from the stock exchange’s quotation list.

 

 

1. Functions and Composition of the Listing Committee

 

 

2. The Committee is established to assess the financial condition of issuers when they are included in the stock exchange’s quotation list, remain in the stock exchange’s quotation list, and are removed from the stock exchange’s quotation list.

 

3. The functions of the Committee include the following:-

 

to consider and resolve issues related to the assessment of the financial condition of issuers and evaluation of the liquidity of securities;

to make recommendations to the Board of the Stock Exchange to include or not to include the issuer and its securities in a given category of the stock exchange’s quotation list;

 

to submit its proposals on amending and/or adding the procedure for appraisal of the financial condition of issuers and the liquidity of securities, as well as admitting the securities to the stock exchange’s quotation list to the Board of the Stock Exchange.

4. The Committee shall include the Chairman of the Committee, members of the Committee and the Secretary of the Committee appointed by the decision of the Board of the Stock Exchange for the period of one calendar year.

 

5. The number of members of the Committee is determined by the Board of the Stock Exchange and must be at least five persons.
6. The Committee consists of representatives of the Stock Exchange’s units. Experts who are not on the Stock Exchange’s staff and have at least 10 years of experience in the financial and economic sphere can be involved in the performance of the Committee’s work on a voluntary basis.

 

7. The functions of the Chairman of the Committee include the following:-

 

to approve the results of appraisal of the financial condition of issuers and liquidity of securities when they are included and remain in the stock exchange’s quotation list;

to monitor the compliance with the procedure for admission of securities to stock trading;  to supervise the eligibility of members the Committee and their proper performance of the functions;

to make recommendations to the Board of the Stock Exchange on changes in the composition of the Committee.

 

 

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8. Meetings of the Committee shall be convened upon an issuer’s submitting an application for inclusion in the stock exchange’s quotation list after the issuer has submitted a full package of listing documents.

 

9. At the invitation of the Chairman of the Committee, meetings of the Committee may be attended, without the right to vote, by:-

 

members of the Stock Exchange who do not serve on the Committee and fulfill the functions of an underwriter, broker, or the issuer’s securities market maker (consultants);

 

legal entities and individuals associated with the issuance and sale of the issuer’s securities on the Stock Exchange, but do not participate in operations on the stock exchange (independent experts).

 

1. The meeting of the Committee shall be duly constituted provided that it is attended by at least 60% of the list of its members with obligatory attendance of the Chairman and the Secretary of the Committee.
2. The minutes shall be kept at meetings of the Committee, which include decisions taken on:

 

inclusion of the securities of an issuer who has submitted documents to have its securities included into the stock exchange’s quotation list;

transfer of the securities of an issuer from one to another category of the stock exchange’s quotation list;

removal of the securities of an issuer from the stock exchange’s quotation list based on the results of monitoring the issuer’s financial condition carried out by the Stock Exchange’s unit responsible for appraisal of the issuer’s documents.

 

The minutes are signed by the Chairman and the Secretary of the Committee.

 

2. Decisions of the Committee shall be taken by a simple majority of votes of the meeting attendees.

 

3. Members of the Committee and the Stock Exchange’s unit responsible for appraisal of the documents of an issuer, involved in the appraisal of the issuer’s financial condition shall be remunerated in the amount determined by the Board of the Stock Exchange from the amount of due payable and annual listing fees transferred by issuers to the Stock Exchange upon when their securities are admitted to and remain in the stock exchange’s quotation list, on the basis of the relevant report of the Chairman of the Committee.

 

4. Summarizing the results of the activity, the Chairman of the Committee reports to the Board of the Stock Exchange on the work done.

 

 

III. The Listing Committee’s Rules of Procedure for Admission of an Issuer’s Securities to Official Stock Exchange Listing

 

5. The Committee shall consider documents of issuers for submitted so that their securities will be admitted to the stock exchange’s quotation list if the documents satisfy the listing requirements established by the Stock Exchange.
6. The application of an issuer for appraisal, as well as the documents submitted in accordance with ‘The Regulations on the Quotation List of the JSC ‘Toshkent’ Republican Stock Exchange shall be registered with the administrative office of the Stock Exchange and transferred to the Stock Exchange’s unit responsible for the appraisal of the issuer’s documents.

 

7. The Stock Exchange’s unit responsible for the appraisal of the issuer’s documents shall, within 12 working days from the date of receipt of the complete package of properly issued documents from the issuer,:-

 

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

 

 

 

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submit the complete package of issuer’s documents and calculation of the indicators for consideration by the Committee.

 

8. The Committee shall consider:-

 

the content of the application for correspondence of the information, contained in application. With the data specified in the constituent documents and securities issues documentations;

the provisions of constituent documents relating to the size of the authorized fund, the scope of rights of securities holders, the conditions for their placement and circulation;

 

the compliance of the indicators of the issuer’s financial and economic performance 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 auditors’ reports (for “A”, “B” and “C” categories);

 

the description, characteristics, conditions of placement, circulation and redemption of securities, indicated in the securities issues documentation.

 

9. 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.

 

1. The Committee shall consider the documents and analyze the financial and economic performance of the issuer provided that the fee for the appraisal of the issuer’s financial condition has been prepaid in full. A copy of the payment order shall serve as the proof of the payment.

 

1. If the Board of the Stock Exchange has taken a negative decision, it shall notify the issuer of it within 5 working days from the date of taking the decision to refuse to admit the issuer’s securities to the stock exchange’s quotation list specifying the reason for the refusal.
2. Regardless of the decision taken by the Board of the Stock Exchange, the document submitted by the issuer to have its securities admitted to the stock exchange’s quotation list and the amount transferred for appraisal will not be returned to the issuer.
3. With respect to each issuer who submitted documents for appraisal to have its securities admitted to the stock exchange’s quotation list, a file shall be kept on. The file contains:-

the documents submitted by the issuer or a member of the Stock Exchange, its authorized representative;

the results of the appraisal conducted by the Stock Exchange’s unit responsible for appraisal of documents;

the minutes of the meeting of the Committee;

 

a copy of the minutes of the Stock Exchange’s Board on admittance or non-admittance of the issuer’s securities to the stock exchange’s quotation list;

 

a copy of the decision of the Stock Exchange’s Board on admittance of or refusal to admit the issuer’s securities to the stock exchange’s quotation list.

 

1. The Listing Committee’s Rules of Procedure for Admittance of an Issuer’s Securities to the Stock Exchange’s Quotation List by “P” Category

 

4. To have their securities admitted to the “P” category stock exchange’s quotation list, issuers shall comply with the requirements specified in Clause 13 of ‘The Regulations on the Quotation List of the JSC ‘Toshkent’ Republican Stock Exchange’.
5. The issuer of public stock and government securities 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’s securities were not included in the “A”, or “B”, or “C” Categories earlier), submit documents to the Stock Exchange to be listed in accordance with Clause 14 of ‘The Regulations on the Quotation List of the JSC ‘Toshkent’ Republican Stock Exchange’.

 

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6. If, at the time of submitting their documents to the Stock Exchange, the securities of the issuer of public stock and government securities 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 have been included in the “A, or “B”, or “C” categories of the stock exchange’s quotation list, the public stock and government securities 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 shall be admitted to stock trading on the basis of the earlier decision of the Board of the Stock Exchange taken for this issuer without the need to be relisted.
7. The Committee shall consider the documents and appraise the financial condition of the issuer of public stock and government securities, 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, in the manner established for considering the documents and appraising the financial condition of the issuers whose securities are submitted to be admitted to the stock exchange’s quotation list by “A”, “B”, “C” categories.

 

8. After the Committee has considered the documents and appraised the financial condition of the issuer of public stock and government securities 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, the it shall submit the appraisal findings to the Board of the Stock Exchange.

 

9. The Board of the Stock Exchange shall admit the public stock and government securities 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 to the “P” category of the stock exchange’s quotation list regardless of the findings of appraisal of the issuer’s financial condition and their liquidity submitted by the Committee.

 

1. After the block of the public stock and government securities 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 by “P” category has been sold in full, these stock and securities shall be removed from the stock exchange’s quotation list from the date of conclusion of the last purchase and sale transaction.

 

1. Final provisions

 

1. These Regulations come into force after approval by the Board of the Stock Exchange in accordance with the established procedure.
2. All amendments and additions to these Regulations shall be made after they have been approved by the Board of the Stock Exchange in accordance with the established procedure.
3. The Regulations may be amended and/or added if the legislation of the Republic of Uzbekistan, the criteria of economic standards in determining the financial condition of the issuer, as well as the internal provisions of the Stock Exchange have been amended.
4. All disputes arising in case of disagreement of the issuer with the decisions of the Board of the Stock Exchange shall be settled in accordance with the procedure established by the legislation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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