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On Amendments To The Federal Law "on Securities Market"

Original Language Title: О внесении изменений в Федеральный закон "О рынке ценных бумаг"

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RUSSIAN FEDERATION FEDERAL LAW amending the Federal Law "About the securities market" Adopted by the State Duma on 8 December 2006 Approved On December 22, 2006, the Federation Council of the Russian Federation . N 282-FZ; 29.06.2015 N 210-FZ) OF THE PRESIDENT OF THE RUSSIAN FEDERATION 1918; 1999, N 28, sect. 3472; 2002, N 52, sect. 5141; 2004, 27, sect. 2711; N 31, st. 3225; 2005, N 11, st. 900; N 25, 100 2426; 2006, N 1, article 5; N 2, est. 172; N 31, sect. 3437) The following changes: 1) Article 2 should be added to part of the twenty-seventh reading: " Russian depositary receipt-name emissive securities not having a nominal value of law ownership of a certain number of shares or bonds issued by a foreign issuer (submitted securities) and establishing the right of its holder to require the issuer of Russian depositary receipts to replace the Russian depositary receipt. the quantity of securities submitted and the provision of services, the holder of the Russian depositary receipt of the rights contained in the securities submitted. In the event that the issuer of the submitted securities assume an obligation to the owners of the Russian depositary receipts, the securities shall also certify that the holder is entitled to the proper discharge of these obligations. "; (2) in article 7: (a) Part 13, as follows: " The Depositary may render services related to the receipt of securities and other securities owed to the owners of securities Payments. "; b) to supplement the fourteenth and fifteenth parts , to read: " In the case of the diponent of services related to the receipt of securities and other securities owed to the owners of securities, the money of the depositors must be placed in a separate bank account (s) being opened by the depositary in a credit institution (special depositary account (s)). The depositary shall be required to maintain and report to each depositor's special depositor account (s). Depository funds held in a special deposit account (s) cannot be recovered from the depositaries ' obligations. The depositary shall not be entitled to deposit its own funds with a special depositary account (accounts), except in the case of their payment to the depositor, and to use in their interest the cash held in a special depositary account. (Accounts). The requirements of this article about the maintenance of a separate bank account (accounts) do not apply to credit organizations. "; 3) (Spaced by Federal Law dated 29.06.2015 N 210-FZ) 4) Article 25 should be added to paragraph 8 as follows: " 8. In the cases provided for by this Federal Law, the issuer's submission to the registering body of the report on the output (additional issue) of the emission securities, as well as the state registration of the report on the results of the issue (an additional release) of the emissive securities are not carried out. "; 5) Part 10 of article 26 is supplemented by the words" and in cases where, in accordance with the present Federal Law, State registration of the report (submission to the recording body of the notification) of the output (additional issue) "The issue of securities is not carried out, since the issuance of the issuance of the emissive securities"; 6) to Chapter 5 with the following addition to Article 27-3: " Article 27-5-3. The special features of the Russian depositary receipts 1. The issuer of Russian Depository Receipts is a depositary, established in accordance with the legislation of the Russian Federation, which is in compliance with the statutory legal acts of the federal executive branch of the securities market The requirements for the size of their own capital (own funds) and depository activities for at least three years. 2. The provisions of this Federal Act governing the issuance and circulation of securities are subject to the conditions set out in this article. 3. The mission of the Russian Depository Receipts is allowed, provided that the rights of the depositary are taken into account in an account which is open to him as a person acting in the interests of other persons. These rights must be taken into account by the entity implementing the rights of securities and on the list approved by the federal executive branch of the securities market. 4. The Emission of the Russian Depository Receipts, for which the issuer of the securities is not accepted by the owners of the Russian Depository Receipts, is permitted provided the submitted securities are included in the quoted securities. lists of foreign stock exchanges, the list of which has been approved by the federal executive branch of the securities market. 5. The procedure for issuing Russian Depositary Receipts includes the following steps: (1) approval of the decision to issue Russian depositary receipts by the authorized body of their issuer-depository; 2) state registration Russian Depository Receipts; 3) Placement of Russian Depository Receipts. (Paragraph 11 is no more effective-Federal Law of December 29, 2012. N 282-FZ 7. The requirements of this Federal Law, which establish the obligation of the issuer to complete the placement of securities not later than one year from the date of the state registration of their issuance, are not subject to the placement of Russian depositary receipts. 8. The transfer of Russian depositary receipts may be carried out after the state registration of their release, and the placement and circulation of Russian Depository Receipts for an additional issue, after the registration of changes in the decision on the release of the Russian Federation. Depository Receipts 9. The decision to release Russian depositary receipts should include: 1) the full name of the issuer of Russian Depository Receipts, its location and postal address; 2) the date of approval of the release decision. of the Russian Depository Receipts and the name of the authorized body of the Russian Depository Receipts, which approved the decision; 3) the name and location of the issuer of the securities submitted, as well as other data, to identify it as a legal entity under personal conditions the law of the issuer; 4) the type, category (type) of submitted securities; 5) the rights attached to the securities provided; 6) the number of securities submitted, the ownership of which Certified by one Russian depositary receipt for this issue; 7) the conditions for the placement of Russian depositary receipts; (Paragraph 22 of the twenty-second expired-Federal Law dated 29.12.2012 N 282-FZ ) 9) the rights of the owners of Russian depositary receipts, as well as the manner in which holders of Russian Depositary Receipts of the rights provided by the securities are held; 10) Obligation of the depositary to provide, at the request of the owner of the Russian depositary receipt, the number of securities provided; 11) in the event of securities being submitted, the order of extradition (Directions) by the owners of Russian Depositary Receipts The depositary of such acts and the obligation of the depositary to ensure the exercise of the right to vote on the shares of the foreign issuer shall not be otherwise in accordance with the instructions of the owners of the Russian depositary receipts, as well as Obligation to present to the owners of the Russian depositary receipts of voting results; 12) the obligation of the depositary to disclose information in the amount, order and time required by this Federal Law and regulations. Acts of the Federal Executive on the Securities Market paper; 13) the obligation of the depositary to ensure that the quantity of securities submitted is in line with the rights to which are exercised in an account opened to him as a person acting in the interests of other persons, the number of Russian securities. Depositary Receipts in circulation; 14) Obligation of the Depositary to provide services for the implementation by the owners of Russian Depositary Receipts of the rights of securities submitted, including the receipt of income from the submitted securities and other securities payable to the holders of securities; 15) the period of payment due to the owners of Russian Depositary Receipts on the securities provided; 16) the maximum amount of cash held by the issuer of Russian depositary receipts in connection with the payment referred to in subparagraph 14 of this paragraph, as well as the reasons for such deductions; 17) information on whether the issuer of the submitted securities accepts obligations to the owners of the Russian depositary receipts; 18) how rights are stored, accounted for and transferred Russian depositary receipts; 19) the procedure and timing for the creation of the list of owners of Russian depositary receipts for fulfillment of obligations under Russian depositary receipts; 20) the possibility and order of fragmentation of the Russian Depository Receipts; 21) the other particulars referred to in this article. 10. The decision on the release of Russian depositary receipts must be signed by the person exercising the functions of the executive body of the Russian Depository Receipts and certified by the issuer of Russian depositary receipts. 11. In case the issuer of the submitted securities takes over the owners of Russian Depository Receipts, the specified obligations must be provided by the contract between the issuer of the submitted securities and the issuer Russian Depository Receipts. The modification of the contract does not require the consent of the owners of the Russian Depository Receipts. 12. In addition to the information provided for in article 22 of this Federal Act, the prospectus of the Russian Depository Receipts must contain information on the securities provided, as well as the issuer of the securities provided. The requirements for the composition of the information included in the list of Russian depositary receipts are determined by the normative legal acts of the federal executive branch of the securities market. 13. State registration of the issue of the Russian Depository Receipts, registration of the prospectus of Russian Depository Receipts, including cases where the issuer of Russian Depository Receipts is depositaries-credit organizations are carried out The federal executive branch of the securities market. 14. In case the issuer of the submitted securities takes over the owners of Russian Depository Receipts, a contract between the issuer is presented for the state registration of the issue of Russian depositary receipts. the securities submitted and the issuer of Russian depositary receipts, which is an integral part of the decision to issue such securities. 15. In case the issuer of the submitted securities assume the obligations to the owners of the Russian Depository Receipts, the grounds for refusal of the state registration of the Russian Depository Receipts, other than the grounds, Article 21 of this Federal Law is the absence in the contract with the issuer of the submitted securities of one of the following conditions: 1) specifying the rights attached to the securities provided; 2) the obligation of the depositary to ensure the conformity of the number of Russian Depository Receipts in circulation, the quantity of securities submitted, the accounting of rights to which are exercised in an account opened to him as a person acting in the interest of other persons; (3) indicating that the securities provided The papers are issued for the placement of Russian depository receipts and (or) are in circulation; 4) in the event that securities are provided securities, the order of issuance (direction) by the owners of Russian depository receipts on the order of voting on such actions and obligations The depositary shall ensure the exercise of the right to vote on the shares of the foreign issuer, in accordance with the instructions of the owners of the Russian depositary receipts, as well as the obligation to present to the owners of Russian depositary receipts. the obligation of the issuer of the securities to provide information in the Russian language to the extent and deadlines that provide the depositary with the opportunity to realize it in the amount, order and time frame that it has by this Federal Law and Regulatory Legal by acts of the Federal Executive in the securities market; 6) the obligation of the depositary to disclose the information provided by the issuer of the securities provided in subparagraph 5 of this paragraph no later than day; following the day it was received; 7) agreements on the application of the rights of the Russian Federation to the relations arising from the treaty; 8) to deal with disputes arising as a consequence of non-performance or inadequate of the Treaty on the Territory of the Russian Federation The courts, whose decisions may be recognized in the territory of the country of issuer of securities submitted in accordance with the international treaty of the Russian Federation; 9) provisions on the liability of the depositary and the issuer of securities for non-performance or improper performance of their obligations under the contract to the owners of Russian depositary receipts; 10) that the contract cannot be avoided without the consent of the owners Russian Depository Receipts. 16. The depositary shall have the right to modify the decision to issue Russian depositary receipts only in part: 1) the change in the number of securities submitted by one Russian depositary receipt, provided that such modifications are made the decrease in the number of securities submitted by one Russian depositary receipt (the fragmentation of Russian Depository Receipts), or the fragmentation or consolidation of the securities provided; (2) of the order of the Russian Depository Receipts The rights embodied in the securities provided, provided that such changes are due to the change in the volume and (or) manner of exercising the rights enshrined in the securities submitted in accordance with foreign law; (Paragraph 56 of the sixth paragraph is no more valid-Federal Law of December 29, 2012. N 282-FZ ) 4) changes to the terms of the contract between the issuer of the submitted securities and the issuer of Russian Depository Receipts. 17. The changes referred to in paragraph 16 of this article shall be subject to State registration by the federal executive branch of the securities market, upon application by the depositary, with an exhaustive list of which is to be determined. The normative legal acts of the federal executive branch of the securities market. 18. The federal executive branch of the securities market is obliged to carry out the state registration of changes in the decision to issue Russian depositary receipts or to take a reasoned decision about the refusal of state registration of such securities. changes within 10 days from the date of receipt of the documents submitted for registration. The Federal Executive of the Securities Market is entitled to verify the accuracy of the information contained in the documents submitted for State registration. In this case, the period of time covered by this paragraph may be suspended for the duration of the inspection, but not for more than 30 days. 19. The report on the state registration of changes in the decision on the release of Russian depositary receipts, including the full text of the amendments, should be sent (handed over) by the issuer of Russian depositary receipts. The list is in order and deadlines set by the decision on the release of Russian depositary receipts, and in the case of the state registration of the prospectus of Russian depositary receipts, the communication should be open in the order and time required A true federal law to disclose material facts. 20. The changes to the decision to release Russian depositary receipts shall take effect 30 days after the disclosure or direction (delivery) of such changes, and in part of the modification of the terms of the contract between the issuer of the securities being submitted and the issuer of Russian depositary receipts, not mentioned in paragraph 15 of this article, within the time limits provided for in the said treaty. 21. The Depositary is obliged to submit quarterly reports to the federal executive branch on the securities market on the number of Russian depositary receipts in circulation and the number of securities held in the account. the issuer of Russian depositary receipts. The information is presented by the issuer of Russian depositary receipts on the last day of the reporting period. 22. The Register of Russian Depository Receipts may be carried out by the depositary issuer, irrespective of the number of owners of Russian depositary receipts. 23. Russian depositary receipts of a single issue may certify ownership of securities provided by only one foreign issuer and only one type (category, type). 24. The rights enshrined in the securities submitted, including those related to the receipt of income, are exercised in favour of the owners of Russian depositary receipts as at the date of the list of owners of the securities being submitted of the Convention on the Rights of the 25. Payments to the owners of Russian depositary receipts are carried out by the issuer of Russian Depository Receipts in the currency of the Russian Federation, unless otherwise determined by the decision to issue Russian depositary receipts. The deadline for the implementation of these payments cannot exceed five days from the date of receipt by the depositary of the securities submitted. 26. The listing of Russian depositary receipts is carried out in accordance with the list of their owners, which is drawn up on the date specified in the State Registration of Changes in the Decision on the issuance of Russian Depository Receipts. At the same time, the list cannot be drawn up earlier than three days from the date of sending (delivery) to the owners of Russian Depositary Receipts of a report on state registration of changes in the decision to issue Russian depositary receipts or Disclosure of this message. The fragmentation of Russian depositary receipts is permitted provided that, as a result of such fragmentation, a Russian depositary receipt will certify ownership of at least one of the securities provided. 27. In the event that the holder of the Russian depositary receipt has received from the depositary the quantity of the securities submitted to it, such a Russian depositary receipt belongs to the said owner. At the same time, the maximum number of Russian depositary receipts, which may be simultaneously in circulation in accordance with the decision to issue such securities, does not change. 28. In case of registration of the prospectus of Russian Depository Receipts, the depositary-issuer of Russian depositary receipts carries out the disclosure of information about himself, as well as the issuer of the submitted securities in the form of the issuer's quarterly report Issuing securities (quarterly report) and reports of material facts (events, actions) affecting the financial and management activities of the Issuer of Securities (material facts), taking into account exemptions identified legislative acts of the federal executive Authorities on the securities market. "; 7) Article 27-6 add the following: " 3. This article does not apply to the cases of Russian Depository Receipts and their securities. ". President of the Russian Federation V. Putin Moscow, Kremlin 30 December 2006 year N 282-FZ