Law

on the securities market

 


The Parliament of the Republic of Moldova adopts this Law.

SECTION I. GENERAL PROVISIONS

Chapter 1. Relations Governed by this Law

Article 1. Jurisdiction of this Law

(1) This Law shall govern relations arising from the issuance and circulation of securities within the territory of the Republic of Moldova, establish general provisions on professional activity in the securities markets, stipulate maesures for protection of investors’ interests, and determine liability for violations in the securities markets.

(2) Subjects of the present Law are:

(a) National Commission for Securities, here-and-after refered to as the National Commission, which is an authority of the public administration, authorised to administrate the securities market and to implement the present Law. It acts pursuant to the Law on the National Securities Commission;

(b) issuers, participants, including professional participants of the securities market.

 

Article 2. Scope of this Law

(1) This Law shall apply to any securities that concurrently have all of the following characteristics:

a) are placed by issues;

b) belong to a certain class;

c) have equal terms of exercising the rights certified thereby within a single class irrespective of the security issue and time of their acquisition; and

d) can circulate in the securities markets pursuant to stipulations of the present law.

(2) Terms and manner of securities issuance in form of deposit certificate, economy certificates, promissory notes are regulated by the present law, by other normative acts and is established by the National Bank of Moldova.

 

Article 3. Major Definitions

For the purposes of this Law, the following terms shall be used:

Exchange activity in the securities markets (hereinafter referred to as exchange activity) is an organization of trading in the securities markets by means of creating the infrastructure (premises, equipment, systems and devises) and providing services which directly contribute to performing the civil and legal transactions in securities among the securities market participants. The exchange activity shall be carried out by the Stock Exchange.

Investment management is the exercise by a legal entity of fiduciary management over transferred to it under a corresponding agreement of the following:

a) securities;

b) cash designated for investment in securities; and

c) securities and cash generated in the process of fiduciary management of securities.

Brokerage activity means conducting buy-sell transactions in securities as a trustee or a commissioner acting under a trust agreement or a commission agreement, and under a proxy for engaging in such transactions in the event that no reference to the powers of the trustee or commissioner are made in the agreement.

Clearing activity is activity undertaken by professional participant on the securities market, that is, collection, comparison, and adjustment of information on buy-sell securities transactions and preparing the documentation for transactions execution, as well as accounting of mutual obligations on delivery of securities and settlement thereof.

Dealer activity means dealing in purchasing securities on one's own behalf and at one's expense for their further resale for profit-generating purposes.

Depository activity means providing services on safekeeping of security certificates and/or registration of depositors' rights to securities.

Maintenance of security owner registry is collection, registration, processing, storage, and submission of data representing the system of maintenance of the registry of security owners.

Underwriting activity is activity carried out on behalf of an issuer on initial public offering and placement of issuer's securities.

Cancellation of securities is a set of the issuer's actions on redemption and/or destruction of securities in the manner established in this Law and other regulations.

Securities circulation is a transfer and registration of the ownership right in the securities which results from the conclusion of a transaction of their buy-sale, exchange, gifting, inheritance, loan, and other civil and legal transactions.

Class of securities is the aggregate of securities of one issuer and of one type providing equal amount of rights to their owners and having the same distinguishing characteristics (preferences and restrictions). All securities of one class irrespective of their issue shall have one state registration number.

Securities consolidation is replacement of all the securities of a given class with a smaller number of securities with a pro rata decrease in the number of all owners' securities. If securities have a nominal value, its proportional increase shall ensue from the consolidation .

Modal-contract - modal of contract approved by the National Commission for basic services provided to the securities market participants. Terms of the contract are compulsory for contract parties and may be added other terms, which do not contradict the stipulated rules;

Securities conversion is withdrawal from the circulation and cancellation by an issuer of all the securities of one class by exchanging them for securities of another class of the issuer in question (provided this is stipulated in the decision on issuance of the securities ) or other issuer's securities (in the event of the issuer reorganization).

Securities denomination is a change in the nominal value of all securities of a class in question. Split or consolidation of securities may ensue from the denomination.

Depositor - a person who benefits from depository services;

Holder of nominal securities (here-and-after referred to as the nominal holder) - professional participant on securities market, which holds, on its name, securities at request of the securities owner or other nominal holders, not being the owner of the given securities;

Information disclosure in the securities market (here-and-after — disclosure) is ensuring access to it of all interested persons in a manner which guarantees finding and obtaining the information regardless of one's purposes.

Transfer instruction is an instruction of a registered person or another person stipulated in the legislation (in the event of gifting, bequeathing securities, transferring the ownership rights in securities in the manner of fulfilling the obligations secured with the securities collateral, and in other cases stipulated in the legislation) on transfer of ownership right in securities to another person(s), and in the event of securities placement - an instruction of the issuer or its underwriter on the securities transfer to their original owners.

Securities issuance are the actions established by this Law that the issuer undertakes with the aim of placing the securities.

Issuer is a legal person or a public authority which issues securities and bears on its behalf obligations to the security owners with regard to exercise of the rights verified by the securities.

Extract from a share registry system of security owners (here-and-after referred to as a registry extract) is a document issued by a registry keeper to a registered person or a person acting on its behalf with the indication of a registered person, number of its personal account, number of securities of each class in the account as of the moment of issuing the extract, facts of their incumbrance with liabilities, and other information relevant for the securities registered in the system as of the day of issuing the share registry extract.

Split of securities is issuance of an additional number of securities of a class in question and their free placement on a pro rata basis among all the owners. If securities have a nominal value their split shall be accompanied by its proportional decrease (split with denomination).

Inside information is information about the issuer and securities issued thereby which places the persons that have such information in an advantageous position compared to other subjects of the securities markets or which can affect the market price of the securities.

Insiders are persons that have access to the issuer's inside information.

Manipulation in the securities markets is creating a semblance of active trading in the securities market by means of buying and/or selling securities or using other means and facilities for the purpose of increasing or decreasing, supporting or de-stabilizing the market price (rate) of securities.

State registration number is a letter-and-digit code that identifies a specific class of securities and is assigned by the National Commission in the manner established thereby.

Public offering of securities is an offering of securities of a certain class carried out in at least one of the following manners:

a) publication of an announcement in mass media addressed to an unidentified number of persons;

b) a proposal to transfer the ownership in securities of a given class addressed to more than 100 persons; and

c) transfer of ownership in securities of a given class to more than 50 persons.

Tender offer is an offer made by a person (here-and-after - tenderer) and sent out to the owners of voting shares of a joint-stock company on purchase from them not less than 25 per cent of the total number of shares or the number of shares which will allow the tenderer to gain control over the company. The offer shall be made by means of mass media, mail, or other means of mass communication with the shareholders.

Self-regulatory organization of professional participants in the securities market (here-and-after - self-regulatory organization) is a voluntary amalgamation of professional securities market participants operating in compliance with the legislation and on principles of a non-profit organization, in compliance with the present law and other normative acts.

Professional securities market participants are the undertakings (legal entities) that are engaged in one or several kinds of professional activities in the securities market.

Registered person is an owner of a registered security registered in the system of registry maintenance for owners of registered securities.

Affiliated persons of an individual or a legal entity:

a) members of a nuclear and extended family of an individual;

b) members of the Surveillance Council, Board of Directors, management, auditing commission, or other similar bodies of the undertaking (individual or a legal entity), and its other officers;

c) persons controlling this individual or legal entity;

d) undertakings controlled by the individual or the legal entity;

e) persons who, together with this individual or legal entity, are controlled by a third person.

f) persons acting on behalf of this individual or the legal entity

g) persons on whose behalf this individual or legal entity acts; and

h) undertakings whose affiliation is demonstrated by the National Commission or a legal body;

Securities market - market where issuance, placement and circulation of securities takes place;

Primary securities market is a market at which securities are placed.

Secondary securities market is a market at which securities circulate.

Placement of securities is the alienation of securities by the issuer to their original owners.

Control is ability to have a decisive influence on the decisions of a certain individual or a legal entity. Any person owning more than 25 percent of the voting shares (stake) of an enterprise, is considered to be the person controlling this enterprise unless the named person proves otherwise. Any person who owns not more than 25 percent of the voting shares (stakes) of the enterprise is considered to be a person not controlling the enterprise unless the National Commission or court proves otherwise.

Public offering prospectus is an issuer's document enabling an investor to obtain the information necessary for making a decision on purchase of issuer's securities placed by means of public offering.

Moldovan depository receipt is a derivative security issued by an issuer registered in the Republic of Moldova and certifying the ownership right of its owner in one or several foreign securities.

State securities registry is a registry of securities to which a state registration number is assigned, is executed by the National Commission pursuant its stipulations;

Registry of registered security owners (here-and-after — registry) is a list of registered persons with a number of securities registered in their name made up as of any date separately for each class of securities and allowing to identify the persons and the number and class of securities they own, which performs for the following functions:

a) identification of registered persons;

b) registration of rights of registered persons in securities registered in their name;

c) execution of transfer instructions;

d) obtaining from the registered persons and sending them information, including extracts from the registry maintenance system;

e) collection and keeping of information (within the set deadline) on all the facts and documents necessitating changes in the registry maintenance system, and on all the registry keeper's actions on introducing the amendments; and

f) describing the class of securities for which the registry of their owners is maintained.

Type of securities is the aggregate of securities (shares, bonds, etc.) authorizing one type of proprietary rights and personal non-proprietary rights related thereto.

Security means a document verifying the proprietary and related thereto personal non-proprietary rights of one person with respect to another which may not be exercised or delegated without presentation of a specified document or without having an appropriate entry in the registry of security owners or in the records of a nominee of the securities.

Derivative securities are securities the value of which depends on the value of other securities or instruments related to securities.

Government securities is a form of government debt in the form of a short- or long-term loan agreement in the national or other legal currency between the Republic of Moldova acting as a borrower and physical persons and legal entities acting as a lender.

Bearer securities are securities which do not specify the name (title) of the owner. No bearer securities registry shall be maintained; and transfer of rights in the securities and exercise of the rights do not require the identification of their owner.

Materialized securities are securities existing in the form of isolated material documents (security certificates). The materialized securities owner is identified by presentation of a duly drawn-up security certificate, or on the basis of an entry in the records of a nominee in the event that the securities are transferred to the latter.

Dematerialized securities are securities existing in the form of an entry in accounts. The owner of dematerialized securities shall be identified on the basis of an entry in the share registry maintenance system of their owners, or in the records of a nominee in the event that the securities are transferred to the latter.

Registered securities are securities which contain the name (title) of their owner. Transfer of rights in the securities and exercise of rights verified by them require the identification of their owner on a mandatory basis.

Foreign securities are securities of the issuers registered in other states.

 

SECTION II. SECURITIES

Chapter 2. Fundamental Provisions on Securities

Article 4. Form of Securities

(1) Securities shall be issued in the following forms:

a) materialized registered securities;

b) materialized bearer securities; and

c) dematerialized registered securities.

(2) Securities of joint-stock companies and derivatives therefrom can be only registered ones.

(3) Securities of one class shall be issued in one form.

(4) The form of securities shall be decided upon by the issuer and specified in the decision on the securities issuance, and in the cases envisioned in the legislation, also in the public offering prospectus. and/or in the statutory documents of the issuer.

(5) The form of securities can be changed as decided by issuer's management body which passed the resolution on the securities issuance, and it can be done only with consent of majority of the owners of the securities of this class and only after the registration of this decision with the National Commission.

(6) Any proprietary or related there to personal non-proprietary rights certified in the materialized or dematerialized form, irrespective of their names shall be recognized as securities which are subject to the regulation by this Law, provided the terms and conditions of their issuance and circulation meet the set of characteristics of a security specified in Article 2 line (1) of this Law.

 

Article 5. Materialized Securities

(1) Materialized securities shall be released into circulation in the form of certificates which are the instruments confirming the rights verified by a security.

(2) A security certificate shall contain the following mandatory requisites:

a) full name of the issuer and its legal address;

b) type and class of securities certified by the certificate;

c) state registration number of the security;

d) restrictions on the alienation of securities (if any);

e) the issuer's obligation to ensure the owner's rights provided the owner complies with the legislation;

f) number of securities certified by the certificate;

g) reference as to whether the securities are registered or bearer ones;

h) full name of the owner (for the certificates of registered securities);

i) certificate ordinal number;

j) issuer's stamp;

k) signatures (facsimiles of the signatures) of the issuers' managers and the signature of the person who has issued the certificate; and

1) other information envisioned by the legislation for a specific type of securities.

(3) One certificate can certify the right in one, several or all the materialized securities of one class. However, one materialized security can be certified by one certificate only.

(4) The total number of securities specified in all the certificates released into circulation by the issuer shall not exceed the number of securities specified in the decision on the securities issuance.

(5) The issuer shall be held responsible for inconsistency of the information contained in the security certificate with the information specified in the decision on the securities issuance as set forth in law.

(6) Materialized securities include at least 10 levels of adulteration protection, certified by the Central Laboratory of Scientific Research in Legal Expertise within the Ministry of Justice.

 

Arlicle 6. Dematerialized registered securities

(1) Dematerialized registered securities represent the entries on personal accounts of registered persons, including on mediums.

(2) For dematerialized registered securities the documents, which confirm their right, certified by securities is the decision on the securities issuance and extract frof a registry.

 

Article 7. Registry

(1) Issuer of registered securities shall ensure the maintenance of the registry of their owners from the day of the securities placement opening, and in the event of the securities issuance in the process of the issuer foundation, within a month from the day of the issuer's state registration.

(2) Issuers with more than 50 registered holders registered in the registry of registered security owners of a certain class shall delegate the maintenance of the registry to an independent registrar by entering into an appropriate agreement therewith.

(3) Transfer of the registry maintenance to an independent registrar does not relieve the issuer from the responsibility for its maintenance and storage.

(4) The issuer is prohibited from transferring the registry maintenance to several independent registrars at a time.

(5) Changes in the registry maintenance system reflecting the transfer of ownership rights in securities shall be entered by the registry keeper on the basis of a transfer instruction. When materialized securities are issued a security certificate shall be also presented.

(6) Refusal to make entries in the share registry maintenance system or evasion from making such entries can be appealed against in the court.

(7) At the first request the registry keeper shall provide the following:

a) to the registered person or the person acting on its behalf extract from a registry, pursuant to the procedure stipulated by the National Commission; and

b) registered person or person acting on behalf of it and holds at least 25% securities - data on name (surname) and addresses of persons registered in the registry for the class of securities they belong to. This data is presented pursuant to a written request and exclusively with the aim of convening shareholders or securities holders meeting of a specific class or with the aim to present tender offering pursuant to the present law.

(8) Extract from a registry shall be issued by a registry keeper:

a) gratis — when introducing amendments in the registry maintenance system in the manner set forth by this Law; and

b) for a fee — in other cases.

(9) Extract from a registry on a personal account of a registered person shall be provided when amendments are introduced in the registry maintenance system (the account is set up), and later on -- at the request of the person within five days.

(10) A registry extract is not a security and its transfer from one person to another does not entail the transfer of ownership rights in securities.

(11) Losses caused by improper use of data specified in paragraph 7(b) shall be reimbursed for in the manner stipulated in civil law by a person to which the data was provided by the registry keeper.

(12) A legal action for damage reimbursement can be brought against a person who has violated the maintenance procedure of the registry system, the procedure of drawing up and submitting the reports (to the issuer, an independent registrar, or a nominee), including for lost profit resulting from impossibility to exercise the rights certified by the securities.

(13) The maintenance procedure, requirements to the registry maintenance system, as well as the format of the transfer instruction and the extract from the registry shall be set forth by the National Commission.

 

Article 8. Nominee Owner

(1) A depository (with the securities of its depositors), a broker and an investment manager (with the securities of its customers) can act as a nominee.

(2) Data on the nominee and the securities held thereby shall be entered by the registry keeper into the registry maintenance system upon the instruction of the owner or another nominee provided they are registered in this registry maintenance system.

(3) Entering data on the nominee into the registry maintenance system and re-registration of securities in the name of the nominee does not entail the transfer of ownership rights in securities.

(4) A nominee, with respect to the securities it holds at the instruction of its clients, shall:

a) perform all the actions necessary to ensure that the client will receive all payments due on these securities;

b) perform transactions with these securities exclusively upon the instruction of clients and in accordance with agreements concluded with them;

- undertake necessary actions with the aim to provide receiving of payments by the clients pursuant

to securities;

- implement securities transactions exclusively on behalf of the clients;

- provide securities book-keeping;

- maintain clients' interests.

(5) A nominee is entitled to exercise the rights certified by a security only if it was authorized to do so by its owner.

(6) The securities of the nominee's clients may not be subject to the claims on the nominee's liabilities.

(7) Securities transactions between the clients of the same nominee shall not be reflected by a registry keeper or another nominee the client of which the former nominee is.

(8) The sample of a modal contract concluded among nominal holder and its clients is approved by the National Commission.

 

Chapter 3. Issuance of Securities

Article 9. Stages of Securities Issuance

(1) Issuance of securities can be carried out by means of public offering (public issuance) or without it (private issuance).

(2) Public issuance of securities shall include the following stages:

a) the issuer makes a decision on securities issuance;

b) the issuer prepares and approves the public offering prospectus for securities of this issue;

c) in the event of the first public issuance of registered securities — the agreement on share registry maintenance is entered into with an independent registrar;

d) registration of the public offering of securities with the National Commission;

e) issuer's opening of a temporary account for the funds generated as a result of securities placement;

f) manufacturing of securities certificates — for the issuers which issue materialized securities;

g) disclosure of information contained in the public offering prospectus as set forth in this Law;

h) placement of securities;

I) entering the information on the owners of securities into the registry (in the event that registered securities are issued), issuance of certificates (in the event that materialized securities are issued) or extracts from the registries (in the event that dematerialized securities are issued) to the original owners of securities;

j) issuer's approval of the report on the results of the public issuance;

k) registration of the report on the results of the public issuance with the National Commission and acknowledgment of the respective issuance as valid or invalid;

1) closure of the temporary account and transfer of the funds from the respective account to the settlement account of the issuer in the event that the National Commission deems the public issuance of securities as valid.

m) entering to the charter the amendments and additions related to the results of the issuance and their state registration — for the joint-stock companies the public issuance of which has been deemed valid by the National Commission; and

(3) Private issuance of shares shall consist of the following stages:

a) the issuer makes a decision on the issuance of securities;

b) placement of securities;

c) approval by the issuer of the report on issuance results;

d) registration by the National Commission of the report on issuance results and qualification by the National Commission as implemented or non-implemented;

e) operation of modifications in the issuer's Statutes and completing determined by the result of the issuance;

f) introduction of data on securities holders in the registry and extracts issuance from the registry.

(4) A state registration number shall be assigned to securities placed under private issuance as set forth by the National Commission.

(5) An issuer is obliged to terminate placement of the securities issued thereby a year following the beginning of their placement, unless a shorter period of time is set forth in the legislation, in the public offering prospectus (for public issuance), or decision on the issuance (for private issuance).

(6) Payment in installments for securities during their placement is prohibited.

(7) The number of securities being placed shall not exceed the number specified in the public offering prospectus (for public issuance) or in the decision on issuance of these securities (for private issuance).

(8) Issuance is considered valid if there had been securities placed at a number not less than the number stipulated by the issuer and coordinated with the National Commission in public offering prospectus or in resolution on securities issuance, depending on the aim of issuance. In the event of a smaller number of placed securities than stipulated by the issuer, the issuance is considered invalid.

(9) The issuer is entitled to terminate the issuance ahead of time in the following cases:

a) complete placement of securities;

b) issuer's decision to refuse to complete the issuance and to reimburse the investors for their payments for securities provided the option to make such decision is stipulated in the public offering prospectus (for public issuance) or in the decision on the issuance (for private issuance).

(10) In the event securities issuance is suspended due to a violation of the stipulations of the present article, its renewal is made pursuant to the National Commission resolution, after violations are recovered. In this case, term of securities placement, stipulated by a public offering prospectus (for public issuance) or by resolution on securities issuance (for closed issuance), is not prolonged.

(11) In the event securities issuance was qualified as non-implemented or invalid by the National Commission, all securities of this issuance are returned to the issuer to be cancelled. Cash received by the issuer in the result of securities placement is to be paid to investors pursuant to the procedure stipulated by the National Commission. At the same time, the issuer returns benefit received in the result of cash involved in securities placement process or lost income, in the event issuance terms include the following stipulation.

(12) A11 expenses related to securities qualification as non-implemented or invalid and to repayment of

cash to investors are beard by the issuer.

(13) Particularities of securities issuance related to their conversion are stipulated by the National Commission.

(14) In the event it is stated that securities issuance is implemented by violation of stipulations of the present article or used some manipulations, the issuer bears responsibility pursuant to the legislation.

 

Article 10. Decision on Securities Issuance

(1) A separate decision on issuance shall be made for each security issue of a given class.

(2) The decision on securities issuance shall contain:

a) issuer's identification data;

b) date and number of state registration of the issuer except for issuance of shares at the foundation of a joint-stock company;

c) date of the decision on securities issuance;

d) name of the issuer's authorized body that made the decision on securities issuance;

e) type of securities;

f) class of securities;

g) ordinal number of the securities issue of a given class;

h) number of securities in this issue;

I) total number of securities of a given class (the issue included);

j) form of securities, and in case of materialized form of the securities issue - description or a sample of the security certificate;

k) description of rights certified by the security of a given class and its other unique characteristics (privileges and restrictions);

1) procedure for securities issuance (public or private);

m) beginning and termination of placement of securities of a given class;

n) signature of the issuer's manager, his last name and position and the issuer's stamp; and

o) other information envisioned in the legislation for this type of securities.

(3) The issuer is not entitled to modify the decision on securities issuance with regard to the volume of rights granted by one security set forth in this decision.

 

Article 11. Issuance of the state securities

State securities are issued by the Government through Ministry of Finance. Placement of the first issuance of the state securities of a specific class is preceded by the agreement of the National Commission at presentation of the Ministry of Finance of the state registration number of the class.

 

Chapter 4. Public Offering of Securities

Article 12. General Provisions

(1) Public offering of securities can be carried out both upon securities issuance (initial public offering) and during the process of their circulation (public offering in the secondary market).

(2) Affiliated persons, owners of 10 and more percent of the issuer's securities and issuer's underwriters are entitled at its consent to include the issuer's securities they own in the initial public offering.

(3) The terms and conditions of securities issuance and circulation through public offering may not place some investors in advantageous position in comparison with the other during the purchase of securities.

(4) Provisions of paragraph (3) shall not be applied in the event of:

a) the shareholders of the joint-stock companies are vested with a preemptive right to purchase securities of a new issue in the amount proportional to the number of shares they own as of the moment of making the decision on the issuance; and

b) legislation or the issuer impose restrictions to security purchase by non-residents.

(5) Terms of the public issuance of securities may limit the range of their original owners:

a) in the event of share issue for the purpose of dividend payment therewith on previously issued shares of the joint-stock company in the manner stipulated in the legislation on joint-stock companies;

b) in the event of share issue related to their split, consolidation, denomination and conversion;

and

c) in other cases stipulated in the legislation.

 

Article 13. General Requirements to the Public Offering Prospectus.

(1) The form of the public offering prospectus shall be set by the National Commission, and for banks and other financial institutions — by the National Bank of Moldova in coordination with the National Commission.

(2) The public offering prospectus shall contain:

a) general information about the issuer;

b) data on the financial standing of the issuer;

c) information on the pending securities issue; and

d) investment declaration.

(3) General information about the issuer shall include:

a) full and abbreviated name of the issuer;

b) legal address of the issuer;

c) legal form of the issuer;

d) date and number of state registration of the issuer as a legal entity, name of the registering body;

e) information on the members of the Surveillance Council, the Board of Directors, the management, auditing commission, and other similar management bodies of the issuer;

f) information on the persons who own 5 or more percent of the total number of the issuer's voting shares;

g) list of all branches and representative offices of the issuer; and

h) list of all enterprises in which the issuer has 5 and more percent of the statutory capital (net assets).

(4) Information on financial standing of the issuer shall be verified by an independent auditor and shall include:

a) information on the statutory capital and net assets of the issuer;

b) annual balance sheets and the issuer's income and loss statements over the last three completed fiscal years, or for each complete fiscal year from the moment of establishment if this period of time is less than three years;

c) issuer's balance sheet as of the end of the last quarter before the decision on securities issuance is made;

d) size of the issuer's past due debt to creditors and arrears to the corresponding budget;

e) report on formation and uses of funds from the reserve fund over the last three years or for each completed year from the moment of formation if the period of time is less than three years;

f) structure of taxes, fees and duties paid by the issuer;

g) report on previous security issues of the issuer; and

h) information on the long-term economic arrangements that can significantly affect financial standing of the issuer.

(5) Information on the securities being issued shall contain:

a) general information on the securities issue;

b) description of rights certified by the security of the given class and its other unique characteristics (privileges and restrictions);

c) opening and closing securities placement;

d) information on prices and procedure for payment for securities;

e) information on restrictions to securities purchase or indication that there are none;

f) information on the procedure and terms of receiving income on securities;

g) description of factors that make the purchase of these securities risky;

h) information on underwriters of specified securities;

i) information on an independent registrar that maintains the registry of the owners of the specified securities.

(6) Investment declaration shall contain the information on uses of raised funds. The volume of this information shall be set forth by the National Commission, depending on the specific features of the issuer and security type.

(7) The public offering prospectus shall be compiled in the form of a separate brochure and be available at the issuer's legal address and at the selling sites of securities. The prospectus shall also be distributed by the issuer or its underwriter free of charge at the request of a potential buyer of securities.

 

Article 14. Registration of Public Offering

(1) The procedure of public offering registration of securities is stipulated by the National Commission

(2) For the purpose of registration of the public offering of securities the issuer shall submit to the National Commission the following documents:

a) registration application;

b) copies of the issuer's foundation documents with all the changes and amendments thereto;

c) extract from the State Commercial Register or other document evidencing the fact of state registration of the issuer;

d) decision on the securities issuance;

e) public offering prospectus;

f) samples security certificates - for issuers issuing materialized securities;

g) permission of the Ministry of Economy and Reform in cases stipulated by the anti-monopoly legislation;

h) permission of the National Bank of Moldova to carry out the public offering of securities for issuers operating as financial institutions;

I) a copy of the agreement on the maintenance of registry of security owners entered into with an independent registrar; and

j) copies of payment documents evidencing payment of taxes and charges levied in accordance with the legislation on registration of public offering.

(3) The National Commission shall register the public offering of securities or make a motivated decision to decline registration not later than 30 days following the receipt of all the documents stipulated in paragraph (2).

(4) A state registration number shall be assigned to the class of securities at the registration of the public offering of the first issuance of securities of the class in question.

(5) The National Commission shall notify the National Bank of Moldova of a registration or a refusal to register the offering.

(6) The issuer of securities and its underwriter shall be held responsible for information provided in the public offering prospectus and other documents submitted for the public offering registration in compliance with the terms and conditions of the underwriting agreement.

 

Article 15. Grounds to Decline Public Offering Registration

(1) The following can serve as grounds to decline the public offering registration:

a) incompliance of the filed documents, information contained therein, or procedures of their approval with the requirements of the legislation;

b) the documents contain information which allows to conclude that the terms and conditions of securities issuance and circulation contradict the legislation; and

c) including in the public offering prospectus, in the decision on issuance of securities or other documents serving as a ground to register the securities issuance false information or unauthenticated (unreliable) information.

(2) Refusal to register a public offering of securities for reasons of inexpediency shall not be permitted.

(3) A decision to decline the public offering registration shall be sent by the National Commission to the issuer within 5 days following the moment the decision has been made with the grounds for the decline stated therein.

(4) The decision to refuse to register a public offering of securities can be appealed against in court.

 

Article 16. Introducing Amendments and Additions to the Public Offering Prospectus

Pursuant to the procedure and term stipulated by the National Commission in the process of implementation of the primary securities public offering, the issuer is to operate modifications and necessary completing to the process of public offering and to other documents presented for public offering registration (in case it is stated that the respective documents contradict stipulations of the legislation), is to register modifications and completing at the National Commission and to inform securities holders on operating modifications and completing pursuant to the legislation.

 

Article 17. Specific Features of Executing the Initial Public Offering of Securities

(1) The issuer is entitled to initiate the initial public offering only after its registration with the National Commission. Placement of securities may not start earlier than two weeks after all potential investors were given access to the information contained in the prospectus. Information on the placement price can be disclosed on the day the placement beginning.

(2) Securities placement may be launched not earlier than 2 weeks after providing access to information included in public offering prospectus to all potential investors.

(3) Information on price of placed securities is distributed from the first day of securities placement.

(4)The initial public offering of securities may also be executed by underwriters on behalf of the issuer.

 

Article 18. Report on the Public Issuance Results

(1) The report on the public issuance results shall be filed by the issuer to the National Commission within 15 days following the day of the placement end.

(2) The format of the report shall be set by the National Commission.

(3) The issue shall be held responsible for the data contained in the report.

(4) The National Commission shall review the report on the public issuance results within 30 days, and in case there are no violations with regard to the securities issuance shall register it.

(5) In the event there are violations pointed out in implementation of securities public issuance, the National Commission refuses to register the report and qualifies the issuance as non-implemented. Within 3 days the National Commission informs the issuer in written form. Within 15 days the National Commission publishes the resolution and undertakes actions stipulated by the legislation.

(6) Financial institutions shall file with the National Commission reports on the public issuance results upon obtaining the appropriate conclusion of the National Bank of Moldova. The report format and the deadline for submitting it shall be set by the National Bank of Moldova in coordination with the National Commission. The National Commission shall inform the National Bank of Moldova of the registration or the refusal to register the named reports with specifying the reasons therefor.

 

Article 19. Public Offering Procedure in the Secondary Market

(1) Public offerings of securities in the secondary market shall be made provided all of the following conditions are met:

a) the initial public offering of these securities had been previously registered in the established manner;

b) the issue of these securities was deemed valid; and

c) the issue of these securities was not deemed invalid.

(2) The public offering of securities in the secondary market shall be executed without registration of this offering with the National Commission.

 

Article 20. Changes in Information about Securities Placed by means of the Public Offering

If the issuer makes a decision which entails any changes in the information about securities the public offering of which had been previously registered by the National Commission the issuer shall register the decision within 5 days following its date in the manner set forth by the National Commission.

 

Chapter 5. Tender Offers

Article 21. General Requirements to Tender Offers

(1) A tender offer shall contain the following conditions:

a) name and location of the tenderer;

b) date of making and the term of validity of the offer;

c) name and location of the issuer of the shares which the tenderer intends to purchase;

d) the amount and the type of the specified shares, offered purchase price;

e) the procedure in compliance with which the shareholders who accept this offer submit their orders to sell their shares to the tenderer, as well the manner of revocation of these orders;

f) name and location of the depository where the shares specified in the orders are deposited;

g) terms and conditions of execution of the commitments by the tenderer with regard to the offer;

h) name and location of the bank or other entity which guaranties the implementation of the settlement obligations by the tenderer in compliance with this offer in the event that the obligation cost exceeds the value of the tenderer's assets; and

I) other conditions which do not contradict the legislation.

(2) Proposals for shares sale made by their holders are registered for free by the registry holder or by the issuer's depository, drafting a list of persons accepting the tender offering.

(3) The term of validity of a tender offer shall be not less than 30 days.

(4) The purchase price of the shares specified in the tender offer shall be no lower than the weighted average purchase price of these shares over the last six months preceding the date of the offer announcement.

(5) Conditions offender offering are to be equal for all securities holders of this kind.

(6) Any information presented by an issuer to a bidder is to be presented without delay in the same volume to other bidders.

(7) The manner of submission to the tenderer of the information from the share registry of the corresponding joint-stock company and which is necessary for preparation of the tender offer shall be set by the National Commission.

(8) A person which independently or jointly with its affiliated person(-s) purchased more than 50 percent of circulating shares with the voting right of an open-end joint-stock company no later than 6 months after the purchase shall make a tender offer to remainder of the company shareholders to buy up their voting shares of the company, pursuant to stipulations of Article 84 paragraph 5 from the Law on joint stock companies.

(9) The action of standards of the present Article related to shares - subject of tender offering, is applied on any securities that can be converted into shares.

 

Article 22. Tender Offer Registration

(1) Any tender offer is subject to mandatory registration with the National Commission.

(2) It is prohibited to make a tender offer, to purchase or negotiate the purchase of securities on the basis of the tender offer, as well as to advertise this offer prior to its registration with the National Commission.

(3) The manner of processing and registration, as well as additional requirements to the conditions of the tender offers, shall be set by the National Commission.

 

Article 23. Execution of Tender Offers

(1) A registered tender offer shall be forwarded in writing to all the shareholders who own these shares, and/or it shall be published in a mass media publication equally accessible to all the shareholders.

(2) A shareholder who accepts the tender offer shall forward the order to sell his shares to the tenderer and deposit these shares in the depository indicated in the tender offer.

(3) A shareholder who has made this order is entitled to revoke it without hindrance during the whole period of validity of the tender offer. The depository shall without delay return to the shareholder the shares deposited by him.

(4) In the event that within the term set by the tender offer the depository has received the orders to sell a number of shares which is equal to or exceeds the number indicated in the tender offer, the tenderer shall buy up these shares in the amount no less than the one specified in the tender offer by satisfying all these orders in full or on a pro rata basis.

(5) In the event that within the term set in the tender offer the depository has received orders to sell a lower number of shares than it was specified in the tender offer, the tenderer is entitled either to refuse to fulfil his liabilities on the offer, or to purchase these shares by satisfying all the orders.

(6) Shares deposited in the depository in compliance with the conditions of the tender offer and not purchased by the tenderer are subject to immediate return to their owners within 5 days.

(7) Within the entire term of validity of the tender offer the tenderer and its affiliated persons shall not:

a) by any means other than the tender offer, directly or indirectly purchase or negotiate the purchase of shares which are the subject of this tender offer, or securities which can be converted (exchanged) into the specified shares; and

b) sell any securities of the joint-stock company specified in the tender offer.

 

Chapter 6. Circulation of Securities

Article 24. Security Transactions

(1) Security transactions shall be executed in compliance with legislation and specific features set forth in this Law.

(2) Upon transfer of the ownership right in a security, the buyer shall acquire all the rights certified by this security.

(3) In the events stipulated in the anti-monopoly legislation securities in the process of their circulation shall be alienated and purchased only with preliminary consent of the Ministry of Economy and Reform.

(4) Buy-sell, exchange and pledge transactions shall be allowed only after the securities issue has been deemed as valid.

 

Article 25. Transfer of Ownership Rights in Bearer Securities

The ownership right in a bearer security shall be transferred to the buyer:

a) in the event that the certificate is with the owner, at the moment of transfer of the certificate to the buyer if the agreement does not say otherwise; and

b) in the event that certificates of bearer securities are stored with the nominee and/or that the buyer's ownership rights in these securities are recorded by the nominee, upon entering an entry in the personal account of the buyer in the records of the nominee.

 

Article 26. Transfer of Ownership Rights in Registered Securities

(1) Transfer of ownership rights in registered securities is carried out in the manner determined for cession.

(2) Transfer of ownership right in a registered security from one person to another is carried out by means of a transfer instruction (in the event of ownership rights registration in the registry maintenance system) or by means of an instruction to a nominee registered in the manner established by the National Commission (in the event of the ownership rights registration with a nominee).

(3) Transfer instruction shall be signed by the registered person who transfers securities, or by another person in compliance with existing legislation, and in the event of the securities transfer as a result of the transaction concluded at the Stock Exchange, also by the authorized person of the Stock Exchange.

(4) Signatures of individuals on the transfer instructions and instructions to a nominee shall be certified by a notary or by professional securities market participants whose clients are private persons. A person which certifies the signature shall bear a proprietary responsibility for the damage caused by the violation of the signature verification requirements.

(5) Ownership right in a registered dematerialized security shall be transferred to the buyer upon making an entry in the buyer's personal account in the registry maintenance system (in the event that the rights in securities are recorded in the registry maintenance system), or in the records of the nominee holder (in the event that the rights in securities are recorded by the nominee).

(6) The ownership right in a registered materialized security shall be transferred to the buyer:

a) upon handing to him the security certificate after an entry in the buyer's personal account is made, in the event that the buyer's rights in securities are recorded in the registry maintenance system;

and

b) in the event that the buyer's rights in securities are recorded by the nominee, at the moment when the entry is made in the personal account of the buyer after the nominee holder of the buyer received the security certificate.

 

Article 27. Exercise of Rights Certified by Securities

(1) The rights certified by registered securities shall be exercised:

a) upon presentation by the owner or his authorized person of the certificate of these securities, with regard to the person specified in the securities certificate, in the event that the rights in the materialized securities are recorded in the registry maintenance system. If the materialized securities are encumbered with any liability, the rights certified by these securities shall be exercised with regard to the persons specified in the registry maintenance system without presentation of certificates of these securities;

b) in the event that the rights in dematerialized securities are recorded in the registry maintenance system, with regard to the persons specified in the registry maintenance system; and

c) in the event that the rights in these securities are recorded by the nominee, with regard to the persons specified in the records of the nominee.

(2) If the registry keeper (in the event that the rights are recorded in the registry maintenance system) or the nominee (in the event that the rights are recorded by the nominee) is not informed about the new owner of the registered securities by the moment the registry is closed, so that the issuer can fulfil its obligations with regard to securities, the obligations shall be fulfilled with regard to the person registered in the registry or the one specified in the records of the nominee keeper when the registry is closed. The buyer of the security shall bear responsibility for the timely notification of the registry keeper.

(3) The rights certified by bearer securities shall be exercised by their owners upon presentation of certificates of these securities by the owner or his authorized person.

(4) In the event that bearer securities are stored with the depository the rights certified by the securities shall be exercised by their owner upon the depository's presentation of a list of the stored securities' owners. The issuer is authorized to request that the depository present the certificates of stored securities.

(5) Exercise of rights certified by shares shall be allowed only after the share issuance has been deemed as held.

(6) In the event of registry blocking of personal accounts, right of security holder to alienate securities is suspended till unblocking.

 

Article 28. Encumbering Securities with Liabilities

(1) Securities can be encumbered by pledge or other liabilities stipulated in the legislation.

(2) Agreement on pledge concluded in writing shall serve as a basis for the securities pledge.

(3) Agreement on pledge of registered securities shall be valid only if an entry on restriction on the alienation of pledged securities is made in the registry maintenance system and registration of a transfer instruction by a pledger (registered person) and handing the instruction to the pledgee; in the event of pledge of materialized registered securities a securities certificate shall be handed to the pledgee.

(4) The agreement on pledge of registered securities shall be deemed concluded upon entering the corresponding entry into the registry system under the agreement and upon transfer of the documents specified in paragraph (3) to the pledgee.

(5) Failure to observe the specified rules of pledging registered securities shall invalidate the agreement on pledge and entail the consequences envisioned by the legislation.

6) Upon termination of the pledge of registered securities due to the fulfillment of the obligations by the pledger, the pledgee shall return to the pledger the transfer instruction completed in his name. In the event of the pledge of materialized securities, the pledgee shall return security certificates. At the same time an entry on lifting the restriction to alienate the pledged securities shall be entered into the registry.

(7) In the event that the pledge of securities is terminated due to the failure of the pledger to fulfil his obligations according to the pledge, the ownership rights in the securities which are subject to the pledge agreement shall be transferred to the pledgee or another person by means of a corresponding entry made in the registry maintenance system on the basis of the instruction kept by the pledgee.

(8) The encumbrance of bearer securities with liabilities shall be carried out according to the procedure envisioned in the legislation.

 

Article 29. Specific Features of Placement and Circulation of Foreign Securities in the Republic of Moldova

(1) Public offering of foreign securities in the territory of the Republic of Moldova shall be carried out only in the form ofMoldovan depository receipts in these securities.

(2) The provisions set forth by this Law with regard to securities of the issuer registered in the Republic of Moldova shall apply to the registration and public offering of Moldovan depository receipts. The National Commission shall register the initial public offering of Moldovan depository receipts only upon obtaining the appropriate authorization of the National Bank of Moldova which is issued depending on the balance of payments of the Republic and economic feasibility of capital export.

(3) Placement and circulation of foreign securities in the territory of the Republic of Moldova carried out without public offering do not require special registration with the National Commission.

 

Article 30. Alienation of Securities to Foreign Investors

Foreign investors are entitled to purchase securities of the issuers registered in the Republic of Moldova in the manner and under the terms and conditions set forth by the Law on Foreign Investments, this Law and other legislative acts.

 

Article 31. Split, Consolidation, Denomination, Conversion and Cancellation of Securities

(1) Split and consolidation of securities:

a) do not entail changes in the amount of funds raised by the issuer at the securities placement;

b) do not serve as a ground for paying out to the security owners the value of securities withdrawn

therefrom; and

c) shall be carried out without additional expenses to the owners.

(2) Issuer's decisions on the split, consolidation, denomination, or conversion of previously placed securities shall be subject to registration with the National Commission.

(3) Other issues with regard to split, consolidation, denomination, and conversion of securities. including in order to prevent the existence of fractional securities, shall be resolved in the manner stipulated by the National Commission.

(4) Cancellation of securities shall be executed at the decision of:

a) an issuer, in the event of split, consolidation, or denomination of securities, conversion of securities, termination of the issuer's activity at the decision of its participants, reduction of the statutory capital, and in other cases envisioned in the legislation on securities;

b) the National Commission, in the event that the public issuance of securities is recognized invalid;

and

c) court, in the event that the issuance of securities is deemed invalid or in the event that the activity of the issuer is terminated as a result of a judicial procedure.

(5) In the event of cancellation of previously placed securities, the National Commission shall make appropriate entries in the state share registry.

(6) Information on cancellation of previously placed securities is subject to publication within 10 days following the day of making the appropriate entry in the state share registry.

(7) No circulation of securities shall be permitted from the moment of publication of information on the securities cancellation. Security transaction effected after the set day shall be deemed invalid.

(8) Securities shall be canceled after publication of information on their cancellation within the deadline stipulated in the legislation.

(9) Withdrawal of securities from circulation and their cancellation shall be permitted only after all legal claims of their owners have been satisfied.

(10) The procedures and the terms of securities withdrawal from circulation and their cancellation are set forth by the National Commission in compliance with the legislation.

 

SECTION III. PROFESSIONAL PARTICIPANTS IN THE SECURITIES MARKETS

Chapter 7. Professional Activities in the Securities Markets

Article 32. Types of professional activities in the securities market

The following types of professional activities can be carried out in the securities market:

a) brokerage activity;

b) dealer activities, except for cases stipulated in paragraph (2) of Article 33;

c) underwriting;

d) investment management;

e) registry maintenance;

f) depository activity;

g) clearing activity; and

h) other.

 

Article 33. Brokerage Activity

(1) Brokerage activity is carried out by a broker who is a professional securities market participant.

(2) Rights and duties of a broker and his client shall be stipulated in the agreement on brokerage services and in the instructions given to the broker by the client in accordance with this agreement.

(3) Mandatory requirements to the agreement on brokerage services shall be set by the National Commission.

(4) Brokers shall transfer the power of attorney for carrying out transactions only to brokers. The transfer is allowed if it is stipulated in the brokerage services agreement or in cases when a broker is forced to do so in order to protect the interests of his client with the notification of the latter.

(5) Transfer of power of attorney shall be carried out in compliance with legislation.

(6) The broker shall execute clients' instructions in good faith and on terms favorable for the client and in the order in which they were received, unless the agreement with the client or his instruction envisions otherwise.

(7) Security transactions executed by the broker upon the clients' instruction should be executed with priority over the dealer transactions of the broker, in case these two types of activity are combined, or over transactions executed by the broker upon instruction of its affiliated persons.

(8) In the event that the broker has an interest which prevents him from executing the client's instruction on the terms most beneficial for the client, the broker shall immediately notify the latter of such an interest.

(9) In the event that a conflict of interests between the broker and his client, of which the client was not notified before the broker received the respective instruction, led to execution of the instruction to the detriment of the client's interests, the broker is obliged to compensate for the losses from his own account as set forth in civil legislation.

(10) The broker shall compensate in full for the losses incurred by a client as a result of non-execution or improper execution by the broker of his obligations under the agreement on brokerage services.

(11) In the event that the broker is deemed insolvent (bankrupt), the property that he holds under agreements on brokerage services and which belongs to his clients shall not be included in tender stock.

 

Article 34. Dealer Activity

(1) Professional participant in securities market who carries out dealer activity shall be called dealer.

(2) Announcing the price, the dealer is committed to announce other essential conditions of the buy-sell contract of securities: minimum and maximum number of securities subject to purchase and/or sale, as well as the term of announced prices validity.

(3) A person is not considered a dealer making securities transactions in unsystematical manner and the sum charged from securities transactions, pursuant to the results of reporting semester, constitutes less than 35% out of the total sum obtained from production distribution (workers, services).

 

Article 35. Underwriting Activity

(1) Professional participant in securities market who carries out underwriting activity shall be called underwriter.

(2) Underwriters shall act on the basis of the underwriting agreement concluded with the issuer.

(3) The sample of modal-contract on underwriter is stipulated by the National Commission.

 

Article 36. Investment Management

(1) Investment management is carried out by an investment manager who is a professional securities market participant.

(2) The investment management procedures, the rights and obligations of an investment manager shall be set forth by legislation and agreements on investment management.

(3) The sample of modal-contract on investment management is stipulated by the National Commission.

(4) In conformity with the investment management agreement, one party (management founder) shall transfer to another party (investment manager) property for fiduciary management for a certain period of time, and another party shall assume the obligation to manage this property in the interests of the management founder or the person specified thereby (beneficiary).

(5) Transfer of securities into fiduciary management shall not result in the transfer of ownership rights therein to the investment manager.

(6) Activity of the investment fund manager is considered as activity of investment administration.

(7) Investment manager shall indicate that it acts as a fiduciary manager while carrying out its activity.

(8) In the event that a conflict of interests between an investment manager and its client or different clients of one investment manager, of which all the parties had not been notified in advance, resulted in such actions of the manager that have caused damage to a client, the manager shall compensate losses

from his own account in conformity with the procedure set forth in the legislation.

Article 37. Registry Maintenance

(1) Registry maintenance shall be performed by a registry keeper who can either be an issuer or an independent registrar who carries out registry maintenance on the basis of an agreement on registry maintenance entered into with the issuer.

(2) Mandatory requirements to the registry maintenance agreement and the maximum amount of remuneration for the registry keeper services on entering the data into the registry and issuing extracts from the registry shall be set by the National Commission.

(3) A registry keeper shall:

a) comply with the established registry maintenance procedures;

b) open a personal account in the registry maintenance system for each registered person on the basis of the transfer instruction;

c) enter all necessary changes and additions into the registry maintenance system;

d) perform transactions in the personal accounts of registered persons at their instruction;

e) deliver to the registered persons information provided by the issuer;

f) inform registered persons of the rights certified by the securities and of the ways and methods of exercising these rights;

g) send a respective notice to the Stock Exchange in cases when the number of registered holders of a certain class of issuer's securities exceeds 50;

h) comply with the established procedure of transfer of the registry maintenance system in the event of termination of the agreement with the issuer; and

I) perform other activities as set forth in this Law.

(4) The registry keeper is not entitled to impose other requirements upon making changes in the system of registry maintenance of security owners besides those set in conformity with this Law.

(5) Independent registrar is prohibited from carrying out transactions with the securities of issuers with which it signed the registry maintenance agreement.

(6) The registry keeper shall be held responsible for the information contained in the registry extracts issued thereby.

Article 38. Depository Activlty

(1) Depository activity is carried out by a depository who is a professional securities market participant.

(2) Depository acts on the basis of the contract on providing depository services concluded with the depositor.

(3) The sample of modal-contract on providing depository services is set forth by the National Commission.

(4) Conclusion of the depository agreement shall not entail the transfer of ownership rights in the depositor's securities to the depository.

(5) Depository is committed to keep records of securities, included rights granted by these, as well as securities encumbering with obligations in the compliance with the present law and contract concluded with securities holder.

(6) In compliance with the depository agreement, a depository is entitled to get registered in the registry maintenance system of the securities holders or with another depository as a nominee owner.

(7) Depository has no right to dispose of depositor's securities unless he is authorized to do so by the legislation.

(8) No claims related to the depository's obligations may be attached to the securities of its depositors.

(9) In compliance with the legislation, a depository shall be held liable for disclosure of confidential information obtained by it as a result of fulfilling its obligations under the depository agreement, for loss and destruction of security certificates deposited with it, as well as for failure to execute or improper execution of its obligations with respect to accounting of rights in the securities, including for unauthentic and untimely entries in the DEPO accounts.

Article 39. Clearing Activity

(1) Clearing activity is held by clearing organizations, professional participant on securities market.

(2) In connection with settlements on securities transactions clearing organizations shall accept for execution accounting documents, whose form and nomenclature are set forth by the National Commission, prepared upon determination of mutual obligations, on the basis of agreements with participants of the securities markets for which the respective settlements are performed.

(3) Clearing organizations are also entitled to settle security trades by means of transferring money and delivering securities to the trade participants.

(4) Clearing organizations which settle security trades shall create special funds with the aim of reducing the risk of security trade failure. The minimum size of these special funds for clearing organizations shall be set by the National Commission.

Article 40. Other Types of Professional Activity in Securities Markets

(1) Other types of professional activity with securities shall include exchange activity, investment activity in the securities market, investment consulting, auditing of securities transactions, evaluation of securities and assets related thereto, information services for the securities markets, training and retraining of professional participants at the securities market.

(2) Requirements towards the types of professional activity on the securities market, mentioned in paragraph (1), except exchange activity, are set forth by the National Commission.

(3) Investment activity in the securities market shall be performed by investment funds in accordance with the legislation on investment funds, with the present law and other normative acts of the National Commission.

Article 41. Cumulation of types of professional activity on the security market

(1) Brokerage activity, as a basic activity of a professional participant of securities market, may be cumulated only with dealer, underwriting, investment consulting activity and investment management.

(2) Dealer activity, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of brokerage, underwriting, investment consulting and investment management.

(3) Activity of investment management, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of dealer, brokerage, underwriting and investment consulting.

(4) Activity of registry maintaining, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of depository and clearing.

(5) Depository activity, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of registry maintenance, exchange and clearing activity.

(6) Clearing activity, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of depository activity.

(7) Exchange activity, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of depository or clearing.

(8) Investment consulting activity, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of securities and their assets estimation, providing informational services to securities market, training and re-training of professional participants at securities market.

(9) Activity of securities and their assets estimation, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of investment consulting activity and providing informational services to securities market.

(10) Activity of providing informational services to securities market, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of investment consulting, training and re-training of professional participants of the securities market.

(11) Activity on training and re-training of professional participants of securities market,, as a basic activity of a professional participant of the securities market, may be cumulated only with the activity of investment consulting activity and providing informational services to securities market.

Article 42. Suspension of activity and liquidation of professional participants on securities market

1) The activity of the professional participant on securities market is suspended, pursuant to the resolution of a court body or the National Commission, in the even the violation of the present law or other normative acts regulating the activity on securities market is stated. Within the period of suspension of professional participant's activity on securities market, all actions of the administrative bodies of the professional participant are coordinated with the National Commission.

(2) Liquidation of a professional participant on securities market:

a) pursuant to the resolution of its administrative body;

b) pursuant to the decision of court body;

c) in the event of license recalling issued by the National Commission;

(3) In all cases, resolution on liquidation of professional participant on securities market on its own initiative is approved through in advance agreement with the National Commission, which appoints a representative as a member of liquidation commission.

(4) In the event of license recalling issued by the National Commission, it appoints an administrator from the office which liquidates the professional participant on securities market pursuant to the procedure stipulated by the National Commission.

(5) Decision of the National Commission on suspension of activity and liquidation of the professional participant on securities market may be examined by court bodies.

Article 43. Particularities of bank and other financial institutions activity on securities market

(1) Banks and other financial institutions have the right to undertake those types of activity on securities market, which are stipulated by financial activity authorization, issued by the National Bank of Moldova.

(2) The notion of "control position" stipulated by the present law is applicable for banks and other financial institutions pursuant to the Law on financial institutions.

Chapter 8. Stock Exchange

Article 44. General provisions

(1) The Stock Exchange shall be set up and function as a closed-end joint-stock company in compliance with the legislation on joint-stock companies with the statutory capital not less than 500 thousand lei. The National Commission has the right to ask the stock exchange to increase the statutory capital.

(2) Founders and members of the stock exchange may be only brokers and dealers.

(3)The stock exchange acts pursuant statutes approved by general shareholders meeting, coordinated

with the National Commission.

(4) Members of the stock exchange hold an equal number of the stock exchange shares and each of them holds no more than 5% of the placed shares.

(5) Members of the stock exchange quitting the activity of broker and dealer, as the result of license recalling by the National Commission or other reasons, lose their exchange membership, and are to sell their shares to other brokers and dealers, at the agreement of exchange.

(6) The stock exchange is a non-commercial organization without the right to distribute income out of its activity, in any form, among the exchange members.

(7) Stock Exchange can create only non-commercial organizations and may take part in the activity of non-commercial organizations.

(8) The stock exchange can not issue other securities than simple nominal of a single class.

(9) The stock exchange gets a statutes of a self-regulatory organization pursuant to the procedure stipulated by the present law.

Article 45. Stock Exchange Members

(1) Members of the Stock Exchange must have a license for brokerage and/or dealer who meet qualification requirements to solvency, activity organization and staff members set by the Stock Exchange.

(2) Any person who meets the requirements specified in paragraph (1) and who agrees to comply with the Charter and the rules of the Exchange may not be declined membership in the Stock Exchange.

(3) Membership in the Stock Exchange shall terminate in the event of:

a) voluntary withdrawal from the Exchange membership;

b) cancellation of all the licenses issued to the Exchange member specified in paragraph (1);

c) revocation of membership in the Exchange at the decision of the Exchange Board in cases when the member fails to meet membership qualification requirements or in the event of gross violation of the Exchange rules; and

d) liquidation of the Stock Exchange.

(4) The manner of joining, withdrawal and revocation of the membership in the Stock Exchange shall be determined by internal documents of the Stock Exchange.

Article 46. Management and Employees of the Stock Exchange

(1) Management bodies of the Stock Exchange are:

a) general assembly meeting;

b) Exchange Board of Directors; and

c) executive bodies which run the day-to-day activities of the Stock Exchange.

(2) No less than one representative of investors and no less than one representative of issuers shall be the on the Exchange Board. The Exchange members and their affiliated persons cannot act as these representatives.

(3) Affiliated persons of the Stock Exchange members cannot constitute the majority of the members of the Exchange Council.

(4) Members of the National Commission can take part in the sittings of Exchange Board of Directors.

(5) Powers of the auditing commission of the Stock Exchange shall be delegated to an independent auditor licensed to audit security transactions, pursuant to the contract concluded with the Exchange Board.

(6) Employees of the Stock Exchange and their close relations are not entitled to own shares (stock) of professional security market participants.

Article 47. Stock Exchange Rules

(1) The Stock Exchange shall draft and adopt exchange rules which set forth the terms and conditions and the manner of:

a) securities admission to the circulation at the exchange, listing and delisting;

b) conclusion, registration, matching, confirmation and execution of the exchange transactions;

c) transactions which ensure trade in securities (clearing and/or settlement);

d) processing and record-keeping of the documents used by the Exchange members during conclusion of the exchange transactions;

e) restrictions on price manipulation;

f) providing exchange services;

g) providing the information about the demand and supply prices, and about the prices and volumes of securities transactions concluded by the Exchange members;

1) resolving disputes among the members of the Exchange which may arise in the process of concluding securities transactions and their settlements including by cash;

j) introducing amendments and additions to the Exchange rules; and

k) regulating other issues with regard to the Exchange operation as set forth by the National Commission.

(2) The Stock Exchange rules shall take effect upon their approval by the National Commission.

(3) The Stock Exchange shall independently set the amount of and the procedure for charging:

a) contributions to the Stock Exchange from the remuneration received by the Exchange members for participation in the exchange trades;

b) contributions, fees and other payments made by the Exchange members and third parties for the services provided by the Stock Exchange;

c) contributions of the Exchange members to the guaranty fund of the Stock Exchange; and

d) fines paid for the violation of the requirements of the Exchange Charter, rules of the exchange trading and other internal documents of the Stock Exchange.

(4) The Stock Exchange shall ensure the public character of trades by informing all its members about the time and the place of the trades, about the list and quotation of securities admitted for circulation in the Exchange, about the results of the trading sessions, and also provide disclosure of other information envisioned by this Law.

(5) The Stock Exchange is not entitled to establish the amount of remuneration for the execution of the Exchange transaction paid by the clients to the Exchange members.

Article 48. Manner of Securities Admission to Circulation at the Exchange

(1) The following securities shall be admitted to circulation at the Stock Exchange:

a) securities the public offering of which was registered in the manner stipulated in this Law, except for shares of mutual investment funds;

b) government securities; and

c) other securities and financial instruments in compliance with the legislation.

(2) Issuers with more than 50 persons registered in the registry of security owners of a certain class are obliged to register the class of securities with the Stock Exchange. The requirement shall not apply to the mutual investment funds.

(3) The Stock Exchange is prohibited from rejecting the admission to the Stock Exchange of the following:

a) securities mentioned in paragraph (2) which shall be included in the list of securities circulating at the Exchange based on the appropriate account of the issuer, registry keeper, or the National Commission;

b) government securities included in the list of securities circulating at the Exchange at the proposal of the Ministry of Finance; and

c) other securities and financial instruments complying with the Exchange rules.

(4) Securities not included in the list of securities circulating at the Stock Exchange may not be involved in the Exchange transactions.

Article 49. Terms and Conditions for the Stock Exchange Operation

(1) Only members of the Exchange are entitled to participate in the Stock Exchange trades. The Stock Exchange itself can participate in its trades with the aim of repurchasing and selling securities under the transaction not performed by the Exchange member. Other securities market participants can execute transactions at the Exchange exclusively with the assistance of intermediary service of the Exchange member.

(2) The Exchange Council shall determine the amount of the Stock Exchange revenue required for financing its activity on the annual basis.

(3) The revenue of the Stock Exchange are comprised of:

a) the deductions from the remuneration received by the Stock Exchange,

b) contributions, fees and other payments made by the members of the Exchange and third parties in the Exchange trades for the services provided by the Exchange;

c) fines paid for the violations of the requirements of the internal documents of the Stock Exchange, and

d) other revenue resulting from the Stock Exchange operation.

(4) The Stock Exchange revenue shall be channeled to cover expenses connected with the Stock Exchange personnel expenses, organization, expansion .improvement of the Exchange activity and at the creation of the guarantee fund, which value is stipulated by the exchange statutes.

(5) The guaranty fund of the Stock Exchange members cannot be utilized to cover debts for the obligations of the Stock Exchange member with the exception of cases determined by the exchange rules, or in the event of termination of the membership in the Exchange, liquidation of the Exchange member and/or a claim to its assets in the event of bankruptcy. In these cases the Stock Exchange has a prior claim to cover debts for the obligations of a member connected with Exchange activity.

(6) In compliance with the Stock Exchange rules the President (Executive Director) of the Stock Exchange is entitled to temporarily suspend a member from participation in the exchange transactions.

(8) The National Commission has the rights to suspend the right of exchange members to participate in exchange transactions. Such resolution of the National Commission can be examined by a court body.

Chapter 9. Self-Regulatory Organizations of Professional Participants in Securities Markets

Article 50. Requirements to a Self-Regulatory Organization

(1) A self-regulatory organization shall be established by professional securities market participants which carry out homogeneous professional activities in the securities market and is registered by the National Commission pursuant to the stipulated procedure.

(2) The National Commission has the right to issue licenses to a self-regulatory organization for one type of activity on the securities market.

(3) Self-regulatory organization shall be set up for:

a) creating the environment for professional activities for professional participants in the securities

market;

b) meeting the standards of business conduct in the securities market;

c) protecting the interests of security owners and other clients of professional participants in the securities market which are members of a self-regulatory organization;

d) establishing rights and standards for securities transactions which ensure efficient operation in the

securities market.

(4) All revenues of a self-regulatory organization shall be used exclusively for providing the fulfillment of the objectives specified in the charter and shall not be subject to distribution among its members.

(5) A self-regulatory organization is entitled:

a) in conformity with this Law, to draft and introduce the rules of professional activities in the securities markets, operational standards of securities transactions which are binding upon all members, and to enforce these rules;

b) execute supervision and check-up of the rules' implementation and the mentioned standards;

c) to receive information on the results of the compliance examinations of its members carried out in the manner established by the National Commission;

d) in accordance with the qualification requirements of the National Commission, to develop training programs and plans, and to train staff for participants in the securities markets; and

e) execute other rights provided by the license.

Article 51. Rules and Standards of a Self-Regulatory Organization

(1) The rules and standards of a self-regulatory organization shall contain the following requirements set for the self-regulatory organization and its members with respect to:

a) personnel's professional qualification (except for technical personnel);

b) rules and standards of professional activities;

c) rules restricting price manipulation;

d) documentation, record-keeping and reports;

e) minimum amount of their own capital;

f) rules of joining, withdrawing and expulsion from the organization of a professional participant in securities markets;

g) equal rights of representation in elections to the organization management and participation in running the organization;

h) protection of clients' rights, including the procedure of reviewing claims and complaints of the clients of the organization members;

i) obligations of its members to clients and other persons to compensate for the damages resulting from errors or omissions committed by a member of the organization in the course of his professional activity, as well as unlawful actions of its member, officers, or staff members;

j) compliance with the procedure for reviewing claims and complaints of the organization members;

k) procedures for inspecting the organization members' compliance with the established rules and standards, including the establishment of a controlling body and a procedure for reviewing the results of inspections by other members of the organization;

1) requirements to the information transparency for inspections conducted at the initiative of the organization; and

m) measures applied to the members of the organization, their officers, and staff members, the recording and application procedure, and enforcement thereof.

(2) Rules and standards of a self-regulatory organization shall not provide for any of the following:

a) a possibility of discrimination against clients using the services of the organization members;

b) unmotivated discrimination against the organization members;

c) ungrounded restrictions enjoining and withdrawing from the organization;

d) restrictions impeding the development of competition among professional participants in the securities markets including regulation of fees and revenues from professional activity of the organization members;

e) regulation of issues beyond the scope of concern and those inconsistent with the operational objectives of the self-regulatory organization; and

f) providing false or incomplete information.

(3) Rules and standards of a self-regulatory organization shall take effect upon their approval by the National Commission.

(4) Ungrounded refusal to approve the rules and standards of a self-regulatory organization may be appealed against in court in the manner stipulated in the legislation.

Chapter 10. Regulating the Activity of Professional Participants in the Securities Markets

Article 52. Licensing of the Activity of Professional Participants in the Securities Markets

(1) Stock Exchanges, depositories, clearing organizations, investment funds, and self-regulatory organizations shall carry out their activity on the basis of the license issued by the National Commission.

(2) Other types of professional activity in the securities markets specified in Chapter 7 of this Law, except for cases stipulated in paragraph (3) of this Article and paragraph (3) of Article 33, shall be performed on the basis of the license issued by the National Commission or organizations authorized thereby.

(3) Issuers, pursuant to the legislation, have the right to maintain the registry independently, having the license from the National Commission.

(4) The National Commission or license-issuing organizations shall supervise the operation of professional participants in the securities markets and make decisions on revoking the license in the event of violation of the securities legislation.

(5) The National Commission shall send to the National Bank of Moldova notices in writing on the facts of issuing licenses to banks and other financial institutions, and on suspension and revocation of the licenses.

(6) Procedures for issuing licenses and for license suspension and revocation shall be set forth by the National Commission or organizations authorized thereby in compliance with the legislation.

Article 53. Requirements to Professional Participants in the Securities Markets

(1) In cases stipulated by the legislation, professional participants in the securities markets, except for financial institutions and issuers acting as single-entity registrars in cases stipulated in this Law shall conduct professional activity in the securities markets as an exclusive one.

(2) Professional participants in the securities markets shall comply with the mandatory own capital adequacy requirements established by the National Commission and other indicators (norms) restricting the risk of dealing in securities. The norms for banks and other financial institutions shall be established by the National Commission in coordination with the National Bank of Moldova.

(3) Brokers, market-makers, and dealers licensed by the National Commission or authorized organizations are obliged to become members of the Stock Exchange in compliance with procedures set out in this Law.

(4) Professional participants in the securities markets are prohibited from performing the over-the-counter transactions in securities of such classes the registers of which registered more than 50 persons.

(5) Other requirements to professional participants in the securities markets, including requirements to their officers and employees shall be set by the National Commission.

SECTION IV. PROTECTION OF INVESTORS' INTERESTS IN THE SECURITIES MARKETS

Chapter 11. Disclosure of Information on Securities

Article 54. Disclosure of Information by the Issuer

(1) The issuer of securities placed by means of public offering shall be obliged to disclose information about its securities and financial and economic operation in the following forms:

a) annual report for securities;

b) reports on all substantial events and actions affecting the issuer's financial and economic operation;

c) public offering prospectus; and

d) report on the results of the public issuance of securities.

(2) The quarterly report on securities shall include on the mandatory basis the following:

a) information about the issuer, including:

- list of issuer's insiders, information on securities circulation of the issuer, which belong to them;

- list of persons included in the issuer's management bodies, and the amount of their participation in the issuer's statutory capital, list of the issuer's affiliated persons;

- list of shareholders owning no less than 5 percent of the total amount of the voting shares placed by the issuer;

- list of legal entities where the issuer owns no less than 25 percent of the statutory capital;

- list of the issuer's branches and representative offices;

- information about the issuer's reorganization or the reorganization of its affiliated persons; and minutes of the general meetings of the security holders of the issuer in the event that the meetings were held during the reporting quarter;

b) information about the issuer's financial and economic operation, including:

- balance sheets, profit and loss accounts;

- information on statutory capital;

- facts about the issuer's transactions the size of which or the value of property on which makes up no less than 25 percent of the issuer's assets as of the transaction day;

c) information on the issuer's securities, including:

- number of issued securities, their classes;

- number of purchased and re-purchased securities;

- information about dividends and interest accrued on the issuer's securities.

(3) The National Commission can set forth, as necessary, additional requirements to the quarterly reports.

(4) The annual report shall be compiled upon the results of the year. It shall be approved by the issuer's authorized body and filed with the National Commission no later than March, 15 of following year.

(5) The annual report shall be drawn up on the basis of the results for each reporting year. It shall be certified by the issuer's authorized body, verified by an independent auditor and filed with the National Commission and published in the mass media publication no later than March 15 following the reporting year. It shall be also presented to the owners of securities at their request for a fee not exceeding the cost of printing a copy of the report.

(6) Considerable events and actions affecting the financial and economic activities of the issuer are the following:

a) reorganization of the issuer and its affiliated persons;

b) a decision of the issuer's authorized body to hold an issuance of securities, registration of the public offering with the National Commission, initiation and termination of securities placement, approval of a report on the public issuance results and its registration with the National Commission, and acknowledging the issuance as valid or invalid;

c) accrual and/or payment of yield on issuer's securities;

d) emergence in the issuer's registry of a person owning no less than 5 percent of its voting shares of any class;

e) days of closing the registry, the deadline of fulfilling the issuer's obligations to holders, terms of convening and holding the general meetings;

f) decisions of the general meetings;

g) facts of replacing the independent registrar or an independent auditor of an issuer;

h) facts of the issuer's one-time transactions the size or amount of property on which makes up 25

or more percent of the issuer's assets as of the date of the transactions; and

k) other events and actions referred to the considerable ones in the normative acts of the National

Commission.

(7) Reports on considerable events and actions affecting the issuer's financial and economic operation shall be published by the issuer in mass media press and forwarded by it to the National Commission or an authorized body within five days after the events or actions have taken place.

(8) Procedure of the information disclosure contained in the issue prospectus and the report on the results of the public issuance of securities and the format of the annual report shall be established by the National Commission.

(9) Standards of information disclosure by the issuers that are banks or other financial institutions shall be set by the National Commission in coordination with the National Bank of Moldova.

Article 55. Disclosure by Professional Securities Market Participants

(1) Professional participants in the securities markets shall disclose information about their security transactions in the following cases:

a) the professional participant in the securities markets has performed transactions with the same type of securities of a single issuer within one quarter provided that the number of securities under these transactions was no less than 100 percent of the total number of these securities; and

b) the professional participant in the securities markets has performed a one-time transaction with the same type of securities of a single issuer provided that the number of securities under this transaction was no less than 5 percent of the total amount of these securities.

(2) Professional participants in the securities markets shall disclose the specified information containing:

a) the name of the professional participant in the securities markets,

b) the type of securities;

c) their state registration number,

d)the name of the issuer,

e)minimum and maximum price of one security,

f)the number of securities.

g)data of transaction execution.

(3) Professional participant in the securities market disclosures information no later than five days after the expiry of the appropriate quarter, during which the transaction has been executed, or after the appropriate one-time transaction pursuant to paragraph (1) by notifying the National Commission.

(4) Upon offering and/or announcement of the purchase and/or sale prices of securities the professional participant shall disclose the public information disclosed by the issuer of these securities or announce that it does not have this information.

(5) Professional participants in the securities markets shall also disclose other information on its activity in the volume and in the manner envisioned by this Law and the legislation regulating this activity.

Article 56. Disclosure by Stock Exchanges

(1) The Stock Exchange shall disclose the following information:

a) Stock Exchange rules and the statutes;

b) list of persons comprising the management bodies of the Stock Exchange;

c) list of the Stock Exchange members;

d) list of securities admitted for circulation in the Stock Exchange; and

e) for every transaction effected at the Stock Exchange - the date and the time of the transaction, the type and the state registration number of the securities which are the subject of the transaction, price per security and the number of securities in the transaction.

(2) The stock exchange shall publish the following information in the exchange bulletin or in other mass media periodicals:

a) no less frequently than once a month, the information on securities admitted to circulation at the exchange; and

b) as a result of each trading session, the information on transactions effected at the exchange.

Article 57. Disclosure by Self-Regulatory Organisations

(1) Self-regulatory organization shall disclose the following information:

a) rules and standards of a self-regulatory organization;

b) list of persons comprising the management bodies of a self-regulatory organization;

c) list of members of a self-regulatory organization;

d) list of persons which obtained the qualification certificates and licenses for various types of professional activities in the securities markets issued by the self-regulatory organization, and terms of obtaining the above-mentioned certificates and licenses — in the event that a self-regulatory organization is vested with the rights in compliance with the terms and conditions of the general license issued by the National Commission; and

e) information on taking measures to members of a self-regulatory organization, their officers, and personnel.

(2) Self-regulatory organization shall disclose other information on its operation in the manner and volume stipulated by the National Commission.

Article 58. Disclosure by Securities Owners

(1) The owner of securities purchasing 5 per cent and more than total number of securities of one issuer shall inform the issuer and the National Commission within 10 days from the day of purchase. The same requirements are to be followed by the holder at further purchase of 5 per cent securities of the issuer.

(2) The owner shall disclose the following information about his/her specified securities:

a) name of the owner;

b) class of securities;

c) their state registration number;

d) name of the issuer of the securities ;

e) number of securities belonging to them; and

f) relative share of securities belonging to the owner in their total amount.

Chapter 12. Use of Inside Information in the Securities Markets

Article 59. Issuer's Insiders

(1) The issuer's insiders shall include:

a) officers of the issuer, including the members of the Surveillance Committee, the Board of Directors, management, the Auditing Commission and other similar bodies of the issuer's management;

b) persons that control the issuer;

c) persons that by virtue of their position, or under an agreement, or due to the confidence of the issuer or other its insider have access to the inside information of the specified issuer; and

d) individuals who within the last six months held a position or were otherwise affected by subparagraphs a), b), or c) of this paragraph.

(2) Insiders of the issuer are obliged to submit to the National Commission a report on the number of the issuer's securities whose shares it owns, on all changes in the ownership rights on its securities which happened during the month, and on all transactions with the issuer's securities. The reports shall be filed with the National Commission no later than the tenth day of the month following the reporting one.

Article 60. Transactions Performed with Use of Ins i fie Information

1) The issuer's insider is prohibited from conducting transactions with the issuer's securities with securities of a third party with use of inside information if the third party is involved in the transaction with the issuer or intends to participate in the transaction the insider is informed about, and to affect the transactions with the securities conducted by a third party.

(2) The issuer's insider is prohibited from disclosing insider information to any person who can use the information for the purpose of conducting the securities transactions stipulated in paragraph (1).

(3) Any person who has violated the aforementioned requirements shall reimburse the damaged party for its losses, including lost profit.

(4) The provisions of this Article shall also apply to any persons who obtain the issuer's inside information from an insider or otherwise with the aim of performing a transaction with securities of this issuer.

Chapter 13. Advertising in Securities Markets

Article 61. Requirements to Advertising

(1) Any advertisement in the securities markets shall contain the name of the advertiser.

(2) Any advertiser who is a professional participant in the securities markets shall include in the advertisement the information on the types of activities it is engaged in the securities markets according to the advertisement.

(3) Advertisers shall not:

a) advertise unauthenticated or misleading information about their activity and about the securities offered for purchase and sale or other transactions, the conditions of these transactions, and the issuers of securities;

b) advertise the expected amount of yield on securities (except for securities with fixed income set in the public offering prospectus) and forecasts of price increase;

c) guarantee in public or otherwise inform potential investors of the collateral on a security in question compared to other securities or financial instruments;

d) use advertising for unfair competition by referring to the shortcomings of professional participants in the securities markets involved in the similar activity or of the issuers of similar securities; and

e) refer in the advertising on the advertiser's performance evaluation made by the National Commission or other public authority.

(4) Should any of the circumstances defined in paragraph (3) be found in an advertisement, it shall be deemed done in bad faith.

(5) The advertiser shall be held responsible for any damage caused by the advertisement in bad faith in conformity with the legislation.

(6) In the event that the advertising is acknowledged to be in bad faith, the contracts of the advertiser with the advertising agent shall be invalid.

(7) The advertiser shall submit to the National Commission a copy of an advertisement within 10 days following its publication.

Article 62. Information that is Not an Advertisement in Securities Markets

(1) Generally available information about securities and issuers specified in this Law as well as the information submitted to authorized bodies in connection with their securities market regulation function in compliance with legislation shall not be considered an advertising in securities markets.

(2) Information about the issuance of securities by the issuer and accrued and/or paid dividends is an advertising.

Article 63. Ban on Securities Advertisement

(1) Securities shall not be advertised:

a) prior to the registration of public offerings or tender offers in compliance with this Law; and

b) during suspension of the issuance.

(2) Contracts on securities advertisement shall be deemed invalid in the cases specified in subparagraph a) of paragraph (1).

(3) The National Commission is entitled to file a suit for the damage caused to investors as a result of failure to observe the requirements of this Article.

Article 64. Additional Grounds for Termination of the Contracts on Securities Advertisement

(1) Deeming the securities issuance invalid or their issue defective shall serve as the additional ground for termination of the contract on securities advertisement.

(2) A contract on securities advertisement the issuance of which is deemed invalid or the issue of which is deemed defective is terminated upon notification of the advertising agent by the advertiser.

(3) Advertising agent is entitled to request from an advertiser reimbursement for losses caused as a result of terminating the contract on advertisement.

Chapter 14. Responsibilities for Violations in the Securities Markets

Article 65. Manipulations in the Securities Markets

(1) Manipulation in the securities markets shall be banned.

(2) Manipulations in the securities market is considered:

a) false or other misleading statements, including promises, forecasts, or other similar announcements, including advertisement addressed to other persons; and

b) use by professional participants in the securities market of by its collaborators of confidential information violating the legislation at the execution of transactions with securities, as well as influence of transactions by third parties;

c) violation, non-execution or non-adequate dishonest execution of the requirements by the brokers, stipulated by the legislation and the contract, other stipulations of the legislation and other normative acts of the National Commission;

d) refusal of the dealer to execute securities transactions pursuant to essential reasons announced by it, in the event of lack of the essential reasons in the dealer's announcement - pursuant to conditions proposed by the client or pursuant to the legislation requirements.

(3) The fact of manipulations in the securities market is qualified by the National Commission, whose decision may be examined in the court.

(4) Any person involved in manipulation in the securities markets, including sale or purchases of securities by means stipulated in paragraphs (3) of this Article is obligated to reimburse the damaged party for losses, including lost profit, unless the person proved that the damaged party had been aware about the manipulation or use of the mentioned means.

(5) A professional participant bears responsibility, pursuant to the legislation, for manipulations in the securities market..

Article 66. Other Violations in the Securities Markets

Violations in the securities markets also include:

a) carrying out unregistered public or tender offer;

b) failure to introduce during the initial public offering appropriate amendments and additions to the public offering prospectus and other documents submitted for the registration of the public offering in the event that it was discovered that they are inconsistent with the legislation requirements;

c) providing false information or concealing actual information requested by the National Commission during licensing or registration;

d) violation of the registry maintenance requirements, and maintenance of the registry with violation of the established rules;

e) failure to meet by issuers, professional participants in the securities markets and their self-regulatory organizations the standards for reporting, publication in the open press and their submitial to the National Commission as set forth in the legislation;

f) failure to meet by professional participants in the securities markets the requirement to the clients' access to the available information about their activities; and

g) other violations stipulated in the legislation and normative acts issued by the National Commission.

Article 67. Responsibility/or Violations in the Securities Markets

(1) Persons who violated this Law and other legislation on securities shall be held responsible in the manner stipulated in the civil, administrative and criminal legislation.

(2) Damage caused as a result of the violations of the legislation on securities is subject to reimbursement in the manner envisioned in the civil legislation of the Republic of Moldova.

Chapter 15. Final and Interim Provisions

Article 68. Taking effect of the present Law

(1) The Law shall take effect upon its publication.

(2) Issuers of securities:

- which are in the process of securities issuance as of the moment of effectiveness of this Law, shall complete the issuance in the manner valid before the Law has taken effect; and

- before January 1, 2001, shall introduce amendments and additions resulting from this Law in their foundation documents and compliance manuals.

(3) Before January 1, 2001, professional participants in the securities markets, except for trust companies and privatization investment funds shall

- bring their foundation documents in compliance with this Law;

- submit to the National Commission documents for obtaining a license for professional activities in

the securities markets.

(4) In the event the professional participant in the securities market is refused to be issued the license, it is liquidated pursuant to the procedure stipulated by the legislation in force.

(5) Before July 1, 2000 self-regulatory organizations shall:

- bring their statutory documents in compliance with the requirements of this Law

- submit to the National Commission the documents on obtaining a license of a self-regulatory

organization.

(6) Within 3 months after present law takes effect, the stock exchange will bring its foundation acts into the compliance with this law. Persons, which pursuant to the present law, lost their membership of the stock exchange are obliged to sell their shares, pursuant to the stipulations of Article 44 paragraph 5.

(7) Applications for a license for professional activities in the securities markets, for registration of the securities issuance, and a permit to hold open subscription to securities, being reviewed by the National Commission at the moment the Law takes effect, shall be returned to the applicants for bringing them and the attached documents in compliance with this Law.

(8) Stipulations of the present law are not applicable for issuance and state securities circulation before January 1, 2000.

(9) The National Commission shall enforce the compliance of issuers, professional participants in the securities markets, and self-regulatory organizations with provisions of this Article.

(10) Within 3 months the Government shall:

- submit the Parliament for examination proposals related to bringing this law into compliance with the legislation, including draft low on trust management and fiduciary companies in the securities market;

- will bring its normative acts into the compliance with the present law.

(11) The following documents shall be deemed invalid:

Law on Securities Circulation and Stock Exchanges No.427-XIII of May 18, 1993 (Monitorul Parlamentului Republicii Moldova, 1993, No.7, Art.204);

Parliamentary Decree on Implementation of the Law on Securities Circulation and Stock Exchanges No.l428-XIII of May 18, 1993 (Monitorul Parlamentului Republicii Moldova, 1993, No.7, Art.205);

Law on Introduction of Amendments and Additions to the Law on Securities Circulation and Stock Exchanges No.491-XIII of June 8, 1995 (Monitorul Oficial al Republicii Moldova, 1995, No.58, Art.638);

Article XIX of Law on Amendments and Additions to Some Legal Acts No.788-XIII of March 26. 1996 (Monitorul Oficial al Republicii Moldova, 1996, No.40-41, Art.367); and

Article IV of Law on Amendments and Additions to Some Legal Acts No.827-XIII of May 3, 1996 (Monitorul Oficial al Republicii Moldova, 1996, No.46-47, Art.413).

 

 

Speaker of the Parliament     Dumitru Diacov

Hotariri