APPROVED
                                                        By the Board of Directors of the Russian
                ...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




        − the security form and class (type...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




    8. Any securities may be admitted to tr...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




    REQUIREMENTS FOR LISTING SECURITIES IN ...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




         forth by this paragraph and additi...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




    75% of the issuer’s ordinary stock, the...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




     10.4 Bonds issued by an international ...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




         investment fund shall be:
        ...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




12.2.1. Notes: no admission of the issuer’s...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




      •  The issuer has undertaken to provi...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




         •    Not more than 3 months passed...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




       - on a weekly basis, it publishes at...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




           •   other grounds envisaged by t...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




       50 – for the calculation of the spre...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




      Securities can be delisted if their i...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




Annex No. 1
To Rules for Admission of Secur...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




       the creation of principles and crite...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




offer to the shareholders with regard to th...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




special department, which shall pass the in...
Rules for Admission of Securities to Trading Within the RHT Stock Exchange




f) The issuer’s Board of Directors shall pa...
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  1. 1. APPROVED By the Board of Directors of the Russian High-Tech Stock Exchange (Resolution №9, April, 6, 2007) President of the RHT Stock Exchange ____________________/ V.Vinogradov Rules for Admission of Securities to Trading within the Russian High-Tech Stock Exchange SECTION 1. GENERAL PROVISIONS These Regulations for Admission of Securities to Trading within the Russian High-Tech Stock Exchange (RHTSE) (Rules) shall apply to: − securities listing/admission procedure; − procedure for the admission of securities to Trading without listing; − procedure of including securities to the list of non listed papers of the stock exchange; − suspending admission (listing) of securities to Trading and delisting procedure; − disclosure and submission of information on the issuers and their securities put on the List of securities admitted to Trading. − control over securities and their issuers (unit investment fund management companies) with regard to their compliance with the documents of the stock exchange; Alterations and amendments to these Rules shall take effect upon their approval by the Board of Directors of the Russian High-Tech Stock Exchange. Admission to Trading 1. Only issued securities in the process of their placement and circulation, and similarly other types of securities, including unit investment fund shares are admitted to Trading at RTHSE. 2. Admission of securities to Trading shall be made by entering them into the list of securities admitted to trading (hereinafter the List). Admission procedure to Quotation lists as well as securities not included into the list of RTHSE shall be subject to full compliance with the requirements of the current laws of the Russian Federation on securities and regulations issued by the Federal Service for Financial Markets of Russia. Securities, which have undergone the Listing procedure, shall be entered in one of the ‘A’ Lists (of level 1 or 2), ‘B’, “V”, “I”. “I” List includes only shares. 3. The List shall contain the following information:
  2. 2. Rules for Admission of Securities to Trading Within the RHT Stock Exchange − the security form and class (type); − the individual state registration number of the given securities issue (additional issue) (if any); − the individual identification number of issue (additional issue) for stock exchange bonds (if included into the Bonds List); − the issuer’s name (the names of the unit investment fund and its management company); − par value of the security (if available); − the total number of the issued securities within the given securities issue; − Applicant’s name for the public offer; − Grounds for granting securities admission to Trading (the date and reference number of the corresponding decision and the name of the decision-making authority); − the name of financial adviser of the securities market who signed securities prospectus of the issuer or quarterly report of the issuer and accredited by the stock exchange according to the procedure set forth by the stock exchange (hereinafter the authorized financial advisor) (if securities are entered into “I” quotation List); − the name of the Quotation List or a reference to the fact that the given securities are admitted to Trading without undergoing the Listing procedure. The list may include other information in addition to the information set froth in this paragraph. 4. Securities may be admitted to trading by request of their issue (unit investment fund management company), market participant or on the initiative of the trade institutor; 4.1. Admission to quotation List can be done only by request of the issue (unit investment fund management company). 5. Admission to Quotation List of convertible securities can be done if these papers are already included into the same Quotation List or will be included together with original papers; 6. Admission in Quotation List can be done with or without Listing procedure. 6.1. During Listing procedure securities shall be entered in Quotation List “A’ (1,2 levels) and “B” 7. Decision about admission (delisting) of securities to the List (delisting of securities) is taken only by the Board of Directors of the Stock Exchange; 7.1. Decision about admission (delisting) of securities to Quotation List is taken by the Board of Directors of the Stock Exchange under recommendation of the Stock Exchange Counsel; 7.2. The stock exchange shall notify the Federal Service for Securities Market (FSSM) on the decision to enter (delisting) securities into/from the List of securities admitted to trading not later than on the day following the confirmation procedure and according to the procedures established by the FSSM. 7.3. The control of listed securities without listing procedure for the compliance with laws of the Russian Federation and regulations of the Federal Executive Body for Securities Market, these Rules and other internal documents of the stock exchange is done by the Controller of the stock exchange. 7.4. The control procedure of listed securities included in Quotation List for the compliance with laws of the Russian Federation and regulations of the Federal Executive Body for Securities Market, these Rules and other internal documents of the stock exchange is done by the Listing/Delisting Department. GENERAL REQUIREMENTS FOR SECURITIES. page 2
  3. 3. Rules for Admission of Securities to Trading Within the RHT Stock Exchange 8. Any securities may be admitted to trading at the stock exchange if they comply with the following requirements:  The issuer has registered the prospectus (rules of the unit investment fund trust management);  The report on the issuer’s securities issue (additional issue) results has undergone state registration, or the Federal Service has been notified in writing about the issue (additional issue) results (except cases when securities are offered by the trade institutor or securities are included into quotation lists “B” and “I”);  The issuer complies with the requirements imposed by the Russain Federation security law and the regulations of the Federal Executive Body for Securities Market, including on disclosure of information on the securities market, while the unit investment fund management company abides by the requirements established by the laws of the Russian Federation and other regulations which govern activities of investment funds. 8.1. Admission of bonds to Trading at the stock exchange is possible subject to compliance with the following requirements: • Shares of the bonds’ issuer are included into the quotation list of the stock exchange; • The listed bonds are not admitted to Trading at other stock exchanges (in the event of admission of the bonds to Trading at the stock exchange during the process of their listing); • Depository, making operations following the results of securities transactions at this stock exchange, is registered as a nominee holder with the depository, safekeeping the bonds’ certificates (if the bonds are admitted to Trading during their circulation by the stock exchange without their listing); • The issuer has produced the respective issue (additional issue) decision for the bonds in compliance with the requirements of the laws of the Russian Federation and regulations of the Federal Service, bonds prospectus and other documents defined by the Rules for Admission of Bonds to Trading, approved by the stock exchange; • Issuer of the bonds meets requirements of the laws of the Russian Federation on securities and regulations of the federal executive body on securities market, including disclosure of information at the securities market; • The bonds issue has a unique identification number and the additional issue has a unique identification number including a unique identification number of the bonds issue and identification number (code) of this additional issue. page 3
  4. 4. Rules for Admission of Securities to Trading Within the RHT Stock Exchange REQUIREMENTS FOR LISTING SECURITIES IN QUOTATION LIST A, LEVEL 1 9. Securities may be included in Quotation List ‘A’ of level 1 on the assumption that they comply with paragraph 8 hereof and with the following terms and conditions and additional requirements: 9.1. In order to be included into the shares quotation list: • one person and its affiliated persons shall possess not more than 75% of the issuer’s ordinary shares. If one person and its affiliated persons have obtained more than 75% of the issuer’s ordinary stock, the latter shall undertake to inform the stock exchanger about this fact within 5 days starting from the moment when he/she got or was supposed to get the corresponding information (this requirement shall apply exclusively to ordinary shares to be included into the Quotation List); • capitalization of this type of shares for being included into the Quotation List is equal to not less than 10 billion rubles for ordinary shares and not less than 3 billion rubles for preference shares. For the purpose of listing shares (except for Quotation List “I”) their market capitalization value shall be calculated by multiplying the number of the shares by their weighted average cost. This average cost shall be calculated on the basis of all market transactions, recognized as such in accordance with the following requirements: • A deal is made on the basis of at least one anonymous call at a price that cannot be changed; • The price for one security in the deal is not lower than the best (highest) buy price for anonymous calls and not lower than best (lowest) sell price for anonymous calls; • The spread between the best (highest) buy price and the best (lowest) sell price for anonymous calls for the same security shall not exceed 10% of the best offered buy price for ordinary shares and 15% of the best offered buy price for preference shares; the spread for debentures shall not exceed the maximum spread calculated as specified above; • There are at least 5 anonymous buys and at least 5 anonymous sells for such security differing by less than 5% from the best buy and sell prices. To compute a market price and a fair quote for securities, specific deals made in the course of bid trading can also be used in the following cases: • In case of an address deal involving buy of a security placed through the market maker, or • In case of an address deal involving sell of securities bought in through the market maker. In the above cases a trader (traders) to whom the deals are addressed are to be disclosed in the prospectus of the issue. To calculate a market price, a current price, a current market price and a fair quote REPO deals shall not be taken into account. Market transactions shall be executed within the trading day on all stock exchanges of the Russian Federation; • the issuer shall have existed for at least 3 years • the issuer shall present a positive overall balance for at least 2 out of the 3 preceding years; • the monthly volume of transactions concluded at the stock exchange with the given type of securities in the preceding 3 months shall amount to not less than 25 million RUR; • the issuer shall comply with all the requirements (see Appendix no. 1 hereto) set page 4
  5. 5. Rules for Admission of Securities to Trading Within the RHT Stock Exchange forth by this paragraph and additionally undertakes to inform the stock exchange about its compliance with these requirements; • the issuer shall undertake to submit to the stock exchange a regularly updated list of its affiliated persons; • the issuer shall keep its audited annual financial (accounting) records in compliance with the International Accounting Standards (IAS) and (or) the US Generally Accepted Accounting Principles (US GAAP) (if available) and undertake to keep the above records in the Russian language and disclose them together with the respective auditor’s report pertaining to the above accounts also presented in Russian. 9.2 Requirements for including bonds in quotation list (excluding bonds issued by an international financial organization) • the issue volume shall not be less than 1 billion rubles • the monthly volume of transactions concluded at the market of the stock exchange with the given type of securities in the previous 3 months shall amount to not less than 10 million RUR; • the issuer shall have operated in business for at least 3 years • the issuer shall present a positive overall balance for at least 2 out of the 3 preceding years • the issuer shall comply with the requirements (see Appendix no. 2 hereto) and notify the stock exchange about its compliance with these requirements; • the issuer shall keep its audited annual financial (accounting) records in compliance with the International Accounting Standards (IAS) and (or) the US Generally Accepted Accounting Principles (US GAAP) (if available) and undertake to keep the above records in the Russian language and disclose them together with the corresponding auditor’s report also presented in Russian. 9.3 For including Investment shares in Quotation Lists • net asset value of the unit investment fund shall amount to 10 million rubles for open-end and interval unit investment funds and 50 million rubles for closed- end funds. • the unit investment fund shall have existed in business for at least 2 year 9.4 For the bonds issued by an international financial organization to be listed • the issue volume shall not be less than 1 billion rubles • the issuer shall keep its audited annual financial (accounting) records in compliance with the International Accounting Standards (IAS) and (or) the US Generally Accepted Accounting Principles (US GAAP) (if available) and undertake to keep the above records in the Russian language and disclose them together with the corresponding auditor’s report also presented in Russian. REQUIREMENTS FOR ENTERING SECURITIES IN QUOTATION LIST A OF LEVEL 2 10. issued securities shall be entered in Quotation List ‘A’ of level 2 on the condition that they comply with Art. 8 herein and with the following additional requirements: 10.1 For shares to be listed: • one person and its affiliated persons shall possess not more than 75% of the issuer’s ordinary shares. If one person and its affiliated persons have obtained more than page 5
  6. 6. Rules for Admission of Securities to Trading Within the RHT Stock Exchange 75% of the issuer’s ordinary stock, the latter shall undertake to inform the stock exchanger about this fact within 5 days starting from the moment when he/she got or was supposed to get the corresponding information (this requirement shall apply exclusively to ordinary shares to be included into the Quotation List); • to be included in the Quotation List the shares shall have market capitalization value of not less than 3 billion rubles for ordinary shares and not less than 1 billion rubles for preference shares. • the issuer shall have operated in business for at least 3 years; • the issuer shall present a positive overall balance for at least 2 out of the 3 preceding years; • the monthly volume of transactions concluded within the stock exchange market with the given type of securities in the preceding 3 months shall amount to not less than 2.5 million RUR • the issuer shall comply with Item 9.1. herein, or be under obligation to comply with such requirements following the year end since its securities are entered into Quotation List A, Level 2, and, also, has undertaken to submit to the Stock Exchange any information on compliance with such requirements; • the issuer shall undertake an obligation to submit to the Stock Exchange a regularly updated list of its affiliates. • the issuer shall keep its audited annual financial (accounting) records in compliance with the International Accounting Standards (IAS) and (or) the US Generally Accepted Accounting Principles (US GAAP) (if available) and undertake to keep the above records in the Russian language and disclose them together with the corresponding auditor’s report also presented in Russian 10.2 For admitting of bonds to the quotation list (excluding bonds issued by an international financial organization) • the issue volume shall not be less than 500 million rubles • the monthly volume of transactions concluded within the RHT’s market for the given type of securities in the preceding 3 months shall amount to not less than 2.5 million RUR • the issuer shall have operated in business for at least 3 years • the issuer shall present a positive overall balance for at least 2 out of the 3 preceding years • the issuer shall comply with the special requirements set forth in Annex 2 hereof, or be under obligation to comply with such requirements following the year end since its securities are entered into Quotation List A, Level 2, and, also, has undertaken to submit to the Exchange any information on compliance with such requirements; • the issuer shall keep its audited annual financial (accounting) records in compliance with the International Accounting Standards (IAS) and (or) the US Generally Accepted Accounting Principles (US GAAP) (if available) and undertake to keep the above records in the Russian language and disclose them together with the corresponding auditor’s report also presented in Russian 10.3 For the investment units to be listed: • net asset value of the unit investment fund shall amount to: 10 million rubles for open-end and interval unit investment funds and 50 million rubles for closed-end funds • the unit investment fund shall have operated in business for at least 1 years page 6
  7. 7. Rules for Admission of Securities to Trading Within the RHT Stock Exchange 10.4 Bonds issued by an international financial organization shall be entered in Quotation Lists, always provided that: • the volume of the issue shall amount to 500 million rubles • the issuer shall keep its audited annual financial (accounting) records in compliance with the International Accounting Standards (IAS) and (or) the US Generally Accepted Accounting Principles (US GAAP) (if available) and undertake to keep the above records in the Russian language and disclose them together with the corresponding auditor’s report also presented in Russian. REQUIREMENTS FOR ENTERING SECURITIES IN QUOTATION LIST B 11. Issued securities shall be entered in Quotation List ‘B’ on the condition that they comply with Art. 8 of these Regulations and with the following additional requirements: 11.1. For inclusion of shares to the quotation list: • one person and its affiliated persons shall possess not more than 90% of the issuer’s ordinary shares, and the issuer shall be under the obligation to inform the RHT, within the period of 5 days starting from the moment when he got or was supposed to get the corresponding information, about the cases when one single person and its affiliates have concentrated in their possession more than 90% of the issuer’s ordinary shares (this requirement shall apply exclusively to entering ordinary shares in the Quotation List) • to be included in the Quotation List the shares shall have market capitalization value of not less than 1.5 billion rubles for ordinary shares and not less than 500 million rubles for preference shares • the issuer shall have operated in business for at least 1 year • the monthly volume of transactions concluded within the stock exchange market for the given type of securities in the previous 3 months shall amount to not less than 1.5 million RUR. • The issuer shall comply with the requirements (Annex 3 hereof) envisaged in this paragraph, or is under obligation to comply with such requirements following the year end since its securities are entered into Quotation List B, and, also, has undertaken to submit to the Exchange any information on compliance with such requirements • the issuer shall undertake an obligation to submit to the stock exchange a regularly updated list of its affiliated persons 11.2 For bonds (except bonds issued by an international financial organization) to be listed • the issue volume shall not be less than 500 million rubles; • the monthly volume of transactions concluded within the stock exchange market with the given type of securities in the preceding 3 months shall amount not less than 500 thousand RUR million RUR • the unit investment fund shall have operated in business for at least 1 years 11.3 For the investment units to be listed, the value of net assets of a unit page 7
  8. 8. Rules for Admission of Securities to Trading Within the RHT Stock Exchange investment fund shall be: • 5 million rubles for open-end and interval unit investment funds; • 10 million rubles for closed-end funds 11.4 Bonds issued by an international financial organization shall be entered in Quotation Lists • the volume of the issue shall amount to 300 million rubles REQUIREMENTS FOR ENTERING SECURITIES IN QUOTATION LIST V 12. Issued securities shall be entered in Quotation List ‘B’ on the condition that they comply with Art. 8 of these Regulations and with the following additional requirements 12.1. For securities to be listed in the quotation list: • the shares of the issuer shall be first placed via open subscription facilitated through the Exchange or through a broker rendering share placement services, or first offered for public offer via a stock exchange or through a broker to facilitate transactions aimed at disposing of such shares; • the issuer shall have operated in business for at least 3 years • the issuer shall present a positive overall balance for at least 2 out of the 3 preceding years • the amount of shares being placed (for public offer) shall not be less than 10% of the total amount of the ordinary equities of the issuer ( this conditions is applicable to listing ordinary stock only); • an agreement is entered into under which a bidder undertakes to be a market maker in respect of related stock for as long as such stock is listed in this quotation list; • The issuer shall comply with the requirements set forth in Annex 3 hereof and has undertaken to provide the Stock Exchange with information on such compliance; • the issuer shall undertake to submit to the Stock Exchange a regularly updated list of its affiliated persons; 12.2. For bonds to be listed in the quotation list: • the bonds of the issuer shall be first placed via open subscription facilitated through the Stock Exchange or through a broker rendering bonds placement services, or first offered for public offer via stock exchange or through a broker to facilitate transactions aimed at disposing of such bonds; • the issue volume shall amount to not less than 300 mln. rubles; • the issuer shall have operated in business for at least 6 months; • obligations under bonds are secured by a collateral, guarantee, bank guarantee, government or municipal guarantee if the par value of all issued bonds exceeds its authorized capital (except cases when stock exchange bonds are issued); • the bonds issue (additional issue) decision provides for payment up of the bonds upon their placement and payment of the par value and interest on bonds solely in money, and additionally provides for the right of the owner of the bonds to submit them for early redemption in the event of their delisting at all stock exchanges who included these bonds in their quotation lists; • an agreement is entered into under which a bidder undertakes to be a market maker in respect of related bonds for as long as such bonds are listed in this quotation list; • the issuer has undertaken to provide the stock exchange with copies of the notices about the issue (additional issue) results of these bonds not later than on the following day as of the service date of this notice to the Federal Service (this condition shall apply solely for including bonds in the quotation list upon their listing and shall not apply when stock exchange bonds are admitted to the quotation list). page 8
  9. 9. Rules for Admission of Securities to Trading Within the RHT Stock Exchange 12.2.1. Notes: no admission of the issuer’s bonds in quotation list “B” is possible if the bonds of this issuer were delisted at all stock exchanges that included these bonds in the quotation list. 12.3. Securities can be put in List “B” for a term not more than 6 months since the day when the securities are listed by the stock exchange in the quotation list. Once the term expires, the securities shall be transferred to any other quotation list (a list of securities qualified for bidding without undergoing the listing procedure), provided the securities and their issuer qualify for a respective quotation list (for the securities to be allowed for bidding without undergoing the listing procedure). PUTTING SHARES INTO LIST “I” 13. Stocks can be entered into List “I” provided that the requirements set forth in paragraphs from 2-4 in Section 8 – 8.1 herein, as well as the following conditions are met: • the issuer’s shares are first placed through open subscription via the stock exchange or the broker offering placement services, or first offered for public offer via the stock exchange or through a broker facilitating deals aimed at disposing of the shares; • the amount of shares being placed (offered for public offer) shall not be less than 10% of the total amount of the ordinary shares of the issuer (this requirement is applicable to the listing of ordinary shares only); • in case of an additional issue of securities, the prospectus shall be signed by an authorized financial consultant; • when securities qualify for bidding and a report on the results of the issue has been registered (Russia’s Federal Service on Financial Markets has been sent a respective notification of the results of such issue), the latest quarterly report of the issuer shall be signed by its authorized financial consultant; • The Stock Exchange receives a duly attested copy of an agreement entered into by the issuer and its financial consultant, wherein the latter undertakes to monitor the disclosure of information by the issuer and to certify that the information disclosed and each quarterly report is true and complete, except for a section to be confirmed by the auditor and/or appraiser, as long as such shares continues to be listed or not later that 15 days prior to termination; • The issuer shall comply with the requirements set forth in Annex 4 hereof and be under obligation to provide the stock exchange with information on such compliance; • The issuer has undertaken to provide the stock exchange with a regularly updated list of its affiliated entities; • The issuer has undertaken to provide the stock exchange with a copy of notification of the results of the issue (additional issue) of such shares not later than on the next day after such notification is sent to the Federal Service (this conditions shall apply to the listing of shares in case of their placement); • An agreement is entered into by the bidder to fulfill market-maker obligations towards respective shares for as long as at least 3 months since the beginning of transactions with such securities; • The issuer has undertaken to provide its authorized financial consultant and the stock exchange with all financial and other information on its business activities capable of changing the share prices; page 9
  10. 10. Rules for Admission of Securities to Trading Within the RHT Stock Exchange • The issuer has undertaken to provide its authorized financial consultant and the exchange with information on corporate events (general meetings of the members, meetings of the board of directors) and their results not later than a day after the readiness of respective minutes; • The capitalization of such stock, according to the authorized financial consultant, amounts to at least 60 million rubles for the listing of ordinary shares and at least 25 million rubles for the listing of preference shares. The authorized financial consultant is bound to provide the stock exchange with an opinion containing the grounds for the valuation of the shares. 13.1. Equities can be put in List “I” for a term not more than 5 years since the day when the stock is listed by the exchange. Once the term expires, the stock shall be transferred to any other quotation list (a list of securities qualified for bidding without the listing procedure), provided the stock and its issuer qualify for a respective quotation list (for the securities to be allowed for bidding without the listing procedure). CASES WHEN SECURITIES ARE LISTED WITHOUT OBSERVANCE OF CERTAIN REQUIREMENTS 14. Securities can be put into quotation lists “A” (first and second levels) and “B” without certain requirements set forth in Sections 9 -11 herein being observed in cases covered by this section. 14.1. Securities of an issuer established through reorganization of a corporate entity (ies) can be included into a quotation list without a non-zero monthly deal qualification, whereas stock can be included without their capitalization being valued for the day they are put into a quotation list, provided the following conditions are met: • Securities of the same type issued by the corporate entity (ies) the reorganization of which created the issuer, were present in a quotation list of at least one stock exchange; • Not more than 3 months passed beginning from the date the issuer registered its stock placed in the process of reorganization, and not more than 6 months passed since the issuing corporate entity was created. The above specified securities can not be included into a quotation list higher than the level of the quotation list for securities of the corporate entity(ies) reorganized to create the issuer. Furthermore, if the issuer is created through reorganization of a number of corporate persons, securities of such issuer cannot be included into a quotation list higher than the lowest level of the quotation lists containing the securities of the corporate entities reorganized into the issuer. 14.2. Bonds of the issuer can be listed without the minimum monthly deals requirement being met, provided the stock of such issuer has already been included in the same quotation list or a quotation list of a higher level. 14.3. For the purpose of putting into a list the securities of an issuer created through reorganization of a corporate entity (ies), the term of existence of such issuer is calculated with due account of the existence of the corporate entity (one of the corporate entities) reorganized into the issuer. 14.4. Securities of an issuer placed by converting the securities of the same issuer can be included in a quotation list without the non-zero monthly deal requirement being met; furthermore, stock can be listed without the valuation of their capitalization as of the date of its inclusion into a quotation list, provided the following conditions are met: • As of the date of government registration by the issuer of securities placed by way of conversion, the converted securities of the issuer are included in at least one quotation list of a stock exchange; page 10
  11. 11. Rules for Admission of Securities to Trading Within the RHT Stock Exchange • Not more than 3 months passed since the government registration by the issuer of securities placed by way of conversion. Securities of an issuer placed by way of conversion cannot be included in a quotation list higher than that of the securities converted into the securities of the same issuer. 14.5. Securities issued on behalf of the Russian Federation are not governed by the requirements set forth in Sections 8-11.4 herein. 14.6. Securities placed by way of an open subscription can be included into quotation list “B” without the non-zero monthly deal requirement being met, provided that not more than 3 months passed since the government registration of a report on their issue. 14.7. In case of the valuation of stock placed by way of open subscription, its average weighted price shall be taken equal to the price of placement according to the report on its issue registered in due order; bonds of the issuer can be included into a quotation list without the minimum monthly deal requirement being met, provided that the stock of such issuer has already been included in the same list or a quotation list of a higher level; in case of securities of an issuer created through reorganization of a corporate entity (ies), the period of such issuer being in existence is calculated with due account of the period of operation of the corporate entity (ies) reorganized into the issuer. ADMISSION OF SECURITIES ISSUED BY RUSSIAN FEDERATION, ITS SUBJECTS, MUNICIPAL ENTITIES, CENTRAL BANK OF RUSSIA AND THEIR ISSUERS 15. Securities issued on behalf of the Russian Federation are admitted by including them into quotation list “A”, level 1, provided that the following conditions are met: • The terms of issue and circulation for such securities are registered by the government; • A decision is taken for each separate issue of such securities; • A global certificate has been given. 15.1. Securities issued on behalf of the subjects of the Russian Federation, municipal entities and their issuers are not governed by the requirements set forth in sections 8-11.4 herein. 15.2. Securities issued on behalf of the political entities of the Russian Federation and municipal entities are admitted to trading by a market maker, provided that the following conditions are met: • The conditions for issue and circulation of such securities have been registered by the government; • A decision is taken in respect of each separate issue; • The issuer of such securities complies with the regulations of the Russian Federation applicable to securities, including, disclosure of information. 15.3. Securities issued by a subject of the Russian Federation or a municipal entity can be included in quotation list “A” (level one and level two) and “B”, provided that the following conditions are met: • The volume of the issue and a monthly volume of stock exchange deals involving such securities over the last three months are in compliance with the terms and conditions set forth in sections 9.2., 10.2., 11.2. herein; • The executive authority of the subject of the Russian Federation (its body for self- government) that issued the above specified securities has undertaken as follows in respect of information disclosure: - on a quarterly basis, it publishes budget execution reports as a subject of the Russian Federation (or municipal budget); - in due order, it publishes regulatory and law acts, containing reports on the results of security issues, with all amendments and addenda; page 11
  12. 12. Rules for Admission of Securities to Trading Within the RHT Stock Exchange - on a weekly basis, it publishes at its Internet site information on the liabilities of the subject of the Russian Federation or the municipal entity, due to be submitted to an agency responsible for government registration of the terms of issue; - at its site on the Internet, it publishes information and submits it to the stock exchange on non-performance or undue performance in respect of the securities issued on behalf of a subject of the Russian Federation (municipal entity), including the volume of non-performed liabilities, the reason for non-performance and a list of actions by the holders of the securities in respect of which non-performance took place. Such information shall be published and submitted to the stock exchange not later than on the date following the date when such liabilities become due. 15.4. Securities issued by the Bank of Russia shall not be governed by the rules set forth in sections 8.-11.4. herein. Moreover, securities issued by the Bank of Russia can be included in quotation lists “A” (level one and level two) and “B”, provided that the following conditions are met: • The volume of the issue and of the monthly deals done via the stock exchange in respect of such securities calculated using the results of the past three months, comply with the conditions mandatory for the inclusion into a respective quotation list of bonds; • On a quarterly basis, the Bank of Russia publishes due performance reports in respect of the liabilities emerged in connection with the issue of such securities. 15.5. Admission to trading can be granted upon application from the issuer (a managing company of a unit investment fund), a bidder, or on the initiative of the market maker, except as otherwise provided in this section. Debentures are admitted on the basis of application from their issuer only. Securities can be included in quotation lists on application of their issuer (managing company of a unit investment fund) only. Inclusion of securities in quotation list “I” can be made on application of their issuer and an authorized financial consultant confirming that all the information provided by the issuer for the listing procedure is true and complete. Moreover, the authorized financial consultant shall also undertake to monitor the financial operations of the issuer for as long as the securities remain in list “I”, and to inform the stock exchange on any circumstances that may result in price drop for the securities of the issuer. 15.6. In case when a Russian issuer places anew shares in the form of depositary receipts or by direct placement of its stock on a foreign market (without issuing derivatives), such issuer shall place not less than 50% of such securities with the RHT or any other Russian stock exchange. 15.7. Inclusion into quotation list of securities converted into shares is possible if the respective shares have already been included in the same quotation list or are being included together with the above said securities. DELISTING PROCEDURE 16. Delisting may be resorted to by the Stock Exchange on the following grounds: • the securities issue is held abortive or invalid; • the securities circulation period has run out; • redemption (cancellation) of all securities of this type, category (class); • the issuer has been closed down (unit investment fund has been dissolved) • the issuer (unit investment fund’s management company) has repeatedly violated the Russian Federation security (unit investment fund) laws and the Federal Service regulations; • the issuer (unit investment fund management company) has failed to eliminate the violations discovered by the Federal Service of Russia or the RHT within the 6- month period stipulated for their elimination page 12
  13. 13. Rules for Admission of Securities to Trading Within the RHT Stock Exchange • other grounds envisaged by the market maker in its admission rules to trading. Delisting of securities (or removal of securities from a quotation list) may be resorted to by the stock exchange on the grounds set forth in section 16 herein, or when the following is the case: • a request by a issuer (unit investment fund management company) for removing their securities from the Quotation List; • the issuer (unit investment fund management company) has been declared insolvent (bankrupt) • the issuer has met with losses during the three preceding years; • a security and its issuer (unit investment fund management company) do not comply with the requirements for entering the above security in a corresponding Quotation List, with the exception of the requirement concerning the minimum monthly volumes of transactions, established by p. 9 – 11 herein; 16.3 Securities may be delisted by the Stock exchange additionally when the average monthly volume of transactions (with the exception of the case covered by cl. 16.4 and 16.5 herein) concluded with the issuer’s securities calculated for the period of the previous 6 months is decreased lower than the minimum requirement. 16.4. Minimal average monthly volume of transactions with securities calculated for the period of the last 6 months shall total: • with regard to securities entered in Quotation List ‘A’ of level 1: • 50 million rubles with regard to shares; • 25 million rubles with regard to bonds; • 500 thousand rubles with regard to investment shares; • with regard to securities entered in Quotation List ‘A’ of level 2: • 5 million rubles with regard to shares; • 2.5 million rubles with regard to bonds; • 300 thousand rubles with regard to investment shares; • with regard to securities entered in Quotation List ‘B’: • 3 million rubles with regard to shares; • 1 million rubles with regard to bonds; • 100 thousand rubles with regard to investment shares. 16.4. The reduction of the average monthly volume of bond transactions calculated at the end of the preceding 6-month period to the figure lower than the minimum value specified in par. 16.3 herein will not entail the Cancellation of corresponding bonds, if within the above 6 months, market maker(s) authorized by the bond issuer declared counter bids for the above bonds during at least two-thirds of each trading day, and if the corresponding spread did not exceed the spread value calculated with the help of the following formula. The maximum spread expressed as a bond par-value percentage ratio is equal to: 0,25 + M/K (Q), where М – is the number of full months remaining to the date of the bond redemption; К (Q) - is a variable index, which is taken equal to: 100 – for the calculation of the spread with regard to the securities entered in Quotation List ‘A’ of the first level; 75 – for the calculation of the spread with regard to the securities entered in Quotation List ‘A’ of the second level; page 13
  14. 14. Rules for Admission of Securities to Trading Within the RHT Stock Exchange 50 – for the calculation of the spread with regard to the securities entered in Quotation List ‘B’. To compute a market price for a given trade session or a fair quote for securities, all market deals concluded from 9-18 hours local time and traded through the market maker are taken into account. In this case over-the-counter deals are those made by way of bidding on the basis of standard conditions specified by the market maker, as well as other deals made through the market maker and complied, at the moment of registration by the market maker, with the following conditions at the same time: • A deal is made on the basis of at least one anonymous call at a price that cannot be changed; • The price for one security in the deal is not lower than the best (highest) buy price for anonymous calls and not lower than best (lowest) sell price for anonymous calls; • The spread between the best (highest) buy price and the best (lowest) sell price for anonymous calls for the same security shall not exceed 10% of the best offered buy price for ordinary shares and 15% of the best offered buy price for preference shares; the spread for debentures shall not exceed the maximum spread calculated as specified above; • There are at least 5 anonymous buys and at least 5 anonymous sells for such security differing by less than 5% from the best buy and sell prices. To compute a market price and a fair quote for securities, specific deals made in the course of bid trading can also be used in the following cases: • In case of an address deal involving buy of a security placed through the market maker, or • In case of an address deal involving sell of securities bought in through the market maker. In the above cases a trader (traders) to whom the deals are addressed are to be disclosed in the prospectus of the issue. To calculate a market price, a current price, a current market price and a fair quote REPO deals shall not be taken into account. 16.5. The cases covered by Sections 14.1. and 14.2. herein as well as when securities are transferred from List “B” to other quotation lists under section 16.2. herein, the delisting of respective securities within the first 6 months from their listing can be practiced by the stock exchange in such cases when the monthly average volume of deals involving such securities calculated for the past three months will be lower than the minimal volume set forth in section 16.3. herein. 16.6. Securities can be delisted (removed) from List “I” by the stock exchange on the grounds set forth in sections 16. и 16.1. herein, as well as on the following grounds: • Termination of an agreement envisaged in section 15. herein between the issuer and its authorized financial consultant, if the issuer fails to provide within one month after termination a new agreement with another authorized financial consultant making the latter responsible for true and complete disclosure of information by the issuer, contained in its quarterly reports, except for a section to be confirmed by the auditor and/or appraiser as long as the stock continues to be in this quotation list; • The minimal monthly average volume of trade calculated for the past two months amounts to not less than 1 million rubles. Moreover, the delisting is not applicable to the securities if the issuer in compliance with the requirements of Section 15. herein concluded an agreement with a trader wherein it undertakes to be a market maker in respect of corresponding shares, and the above trader has been duly performing its undertakings. 16.7. The requirements set forth in section 16.1. herein do not cover the securities issued by an international financial organization. page 14
  15. 15. Rules for Admission of Securities to Trading Within the RHT Stock Exchange Securities can be delisted if their issuer is an international financial organization who applies for the removal of its securities from the quotation list, as well as on the grounds of section 16.2. herein to respectively delist its debentures. 17. Removal from a list (or delisting) of securities issued on behalf of the political entities of the Russian Federation or municipal entities is facilitated by the exchange in case of nonperformance under section 15.1 herein, except for the requirements setting the minimum for monthly deals. 19. Delisting of securities issued by the Bank of Russia is facilitated by the exchange in case of nonperformance under section 15.4. herein, as well as on the grounds of section 16.2. to remove the debentures from a quotation list. 20. Transfer of securities to another quotation list (to a list of securities qualified for trading without a listing procedure), including in case of delisting, shall take place shall take place on condition that the securities and its issuer (managing company of a mutual investment fund) comply with the requirements of this level of a respective quotation list (for admission of securities to trading without a listing procedure). 21 If the Quotation Committee detects any reasons for carrying out the cancellation of listing procedure, established herein, or if the RHT gets a corresponding order issued by the Federal Service, the Committee shall cancel the listing of the securities in question within the period of one month. 22. The stock exchange shall notify the issuer (the managing company of a unit investment fund) that its securities are included in (removed from) the quotation list (or from its amendments or expansions). page 15
  16. 16. Rules for Admission of Securities to Trading Within the RHT Stock Exchange Annex No. 1 To Rules for Admission of Securities to Trading within the Russian High-Tech Stock Exchange List Of requirements for the inclusion of securities in List “A” of the Russian High-Tech Stock Exchange a) The issuer shall form a Board of Directors. b) The issuer’s Board of Directors shall be made up of at least 3 members, who shall meet the following requirements: • they shall not be the issuer’s (managing company’s) executives or employees at the moment of the election or within the 1 preceding year; • they shall not hold offices at other economic organizations, in which any management official automatically becomes a member of the Board’s Managerial Resources and Remuneration Committee; • they shall not be spouses, parents, children or siblings of the issuer’s executives/executive manager (of the issuer’s managing company executive); • they shall not be the issuer’s affiliated persons, other than members of the issuer’s Board of Directors; • they shall not be parties to obligations under the contract concluded with the issuer, subject to which they can obtain property (obtain monetary assets) to the amount of 10 or more percent of their total yearly income, other than the reward for taking part in the activities carried out by the Board of Directors; • they shall not represent government structures, that is they shall not be representatives of the Russian Federation or Russian Federation subjects in a joint stock company Board of Directors entitled to exercise a special right (the right of the ‘golden share’). Equally, they shall not be proposed to the Board of Directors by the government of the Russian Federation, or by the government of the Russian Federation constituent or municipal formation, if such members shall vote on the basis of written guidelines (instructions, etc.), set by the above subject of the RF or municipal formation. c) 1) The issuer’s Board of Directors shall form an inner committee responsible for the appraisal of the joint stock company’s’ auditor ship seekers, assessment of the auditor’s report and the issuer’s internal control procedures efficiency, as well as for the making of improvement proposals (Auditing Committee). The Chairman of the Committee shall be a member of the Board, who shall comply with the requirements of cl. 2 herein. 2) the Auditing Committee shall be made up of exclusively those Board members, who meet the requirements of cl. 2 herein. If it is impossible on account of objective causes, the Auditing Committee shall be made up of the Board members, who meet the requirements of cl. 2 herein and of the Board members other than one-man executive body and/or members of the issuer’s collegial executive body. 3) The assessment of the issuer’s auditor’s report, made by the Auditing Committee, shall be presented as materials for the general annual meeting of the issuer’s participants. d) 1) The issuer’s Board of Directors shall form an inner Managerial Resources and Remuneration Committee. The above Committee shall be responsible for: page 16
  17. 17. Rules for Admission of Securities to Trading Within the RHT Stock Exchange the creation of principles and criteria used to assess the rate of remuneration paid to the Board members, to the collegial executive body members and to the person, who performs the functions of the issuer’s sole executive body, including the managing company or the executive manager; the development of proposals with the view to specifying the essence of the contracts signed with the Board members, members of the collegial executive body and the person, who performs the functions of the issuer’s sole executive body; the determination of selection criteria for the Board of Directors and collegial executive body membership, and criteria for selecting the person, who performs the functions of the issuer’s sole executive body, as well as preliminary assessment of the said candidates; a regular assessment of the activities carried out by the person, who acts as the issuer’s sole executive body (a managing company, the executive manager) and by the members of the collegial executive body, and the development of proposals to the Board of Directors with regard to their reappointment. 2) Preferably, the Managerial Resources and Remuneration Committee shall be made up of exclusively those Board members, who meet the requirements of cl. 2 herein. If it is impossible on account of objective causes, the Managerial Resources and Remuneration Committee shall be made up of the Board members, who meet the requirements of cl. 2 herein and of the Board members other than one-man executive body and/or members of the issuer’s collegial executive body. e) The issuer shall form a collegial executive body. f) The issuer’s internal documents shall specify the functions of the Board members, members of the collegial executive body and of the person, who performs the functions of the issuer’s sole executive body, including the functions of the managing company and its officials. The above documents shall also provide information on the issuer’s securities holding, as well as on the issuer’s securities sale and/or purchase. g) The issuer’s Board of Directors shall pass a document, which determines rules and approaches for the disclosure of the issuer information. h) The issuer’s Board of Directors shall pass a document on the use of confidential information about the issuer’s activities, securities issued by this company and transactions, which involve the above securities, since its disclosure can considerably influence the market price of the issuer’s securities i) The issuer’s Board of Directors shall pass a document on the issuer’s financial and economic activities internal control procedures. The adherence to these procedures shall be monitored by a special department, which shall pass the information on the detected violations to the Auditing Committee j) The issuer’s Articles of Association shall ensure, that announcement about the general shareholders’ meeting shall be made not later than 30 days before it is held, unless the law prescribes a longer period. k) The issuer’s Articles of Association shall not exempt the purchaser, who has purchased 30 or more percent of the joint stock company ordinary shares, from the obligation to make a bargain page 17
  18. 18. Rules for Admission of Securities to Trading Within the RHT Stock Exchange offer to the shareholders with regard to their ordinary shares (issued securities convertible into shares). Annex No. 2 To Rules for Admission of Securities to Trading within the Russian High-Tech Stock Exchange List Of requirements for the inclusion of securities in List “A” of the Russian High-Tech Stock Exchange a) The issuer shall form a Board of Directors. • b) Unless the Russian Federation is the issuer’s only participant (shareholder), the Board of Directors shall be made up of at least 1 member, who shall meet requirements of item “b” of Annex 1 hereto. c) 1) The issuer’s Board of Directors shall form an inner committee responsible for the appraisal of the joint stock company’s’ auditor ship seekers, assessment of the auditor’s report and the issuer’s internal control procedures efficiency, as well as for the making of improvement proposals (Auditing Committee). The Chairman of the Committee shall be a member of the Board, who shall comply with the requirements of item “b” of Annex 1 hereto. The Auditing Committee shall be made up of exclusively of the Board members, other than one- man executive body and/or members of the issuer’s collegial executive body. d) The issuer’s internal documents shall specify the functions of the Board members, members of the collegial executive body and of the person, who performs the functions of the issuer’s sole executive body, including the functions of the managing company and its officials. The above documents shall also provide information on the issuer’s securities holding, as well as on the issuer’s securities sale and/or purchase. e) The issuer’s Board of Directors shall pass a document on the use of confidential information about the issuer’s activities, securities issued by this company and transactions, which involve the above securities, since its disclosure can considerably influence the market price of the issuer’s securities. f) The issuer’s Board of Directors shall pass a document on the issuer’s financial and economic activities internal control procedures. The adherence to these procedures shall be monitored by a page 18
  19. 19. Rules for Admission of Securities to Trading Within the RHT Stock Exchange special department, which shall pass the information on the detected violations to the Auditing Committee g) Issuers other than joint stock companies shall comply with the Federal Service regulations which specify the requirements for joint stock companies with regard to information disclosure. Annex No. 3 To Rules for Admission of Securities to Trading within the RHT Stock Exchange List Of requirements fro the inclusion of securities in List “A” of the Russian High-Tech Stock Exchange a) The issuer shall form a Board of Directors. b) The Board of Directors shall be made up of at least 1 member, who shall meet the following requirements of item “b” of Annex 1 hereto. c) 1) The issuer’s Board of Directors shall form an inner committee responsible for the appraisal of the joint stock company’s’ auditor ship seekers, assessment of the auditor’s report and the issuer’s internal control procedures efficiency, as well as for the making of improvement proposals (Auditing Committee). The Chairman of the Committee shall be a member of the Board, who shall comply with the requirements of item “b” of Annex 1 hereto. The Auditing Committee shall be made up of exclusively of the Board members, other than one- man executive body and/or members of the issuer’s collegial executive body. The assessment of the issuer’s auditor’s report, made by the Auditing Committee, shall be presented as materials for the general annual meeting of the issuer’s participants. d) The issuer’s internal documents shall specify the functions of the Board members, members of the collegial executive body and of the person, who performs the functions of the issuer’s sole executive body, including the functions of the managing company and its officials. The above documents shall also provide information on the issuer’s securities holding, as well as on the issuer’s securities sale and/or purchase. e) The issuer’s Board of Directors shall pass a document on the use of confidential information about the issuer’s activities, securities issued by this company and transactions, which involve the above securities, since its disclosure can considerably influence the market price of the issuer’s securities. page 19
  20. 20. Rules for Admission of Securities to Trading Within the RHT Stock Exchange f) The issuer’s Board of Directors shall pass a document on the issuer’s financial and economic activities internal control procedures. The adherence to these procedures shall be monitored by a special department, which shall pass the information on the detected violations to the Auditing Committee. g) The issuer’s Articles of Association shall ensure, that announcement about the general shareholders’ meeting shall be made not later than 30 days before it is held, unless the law prescribes a longer period. h) The issuer’s Articles of Association shall not exempt the purchaser, who has purchased 30 or more percent of the joint stock company ordinary shares, from the obligation to make a bargain offer to the shareholders with regard to their ordinary shares (issued securities convertible into shares). Annex No. 4 To Rules for Admission of Securities to Trading within the RHT Stock Exchange List Of requirements fro the inclusion of securities in List “A” of the Russian High-Tech Stock Exchange 1. The issuer shall establish a Board of Directors. 2. The Board of Directors shall be made up of at least one board member complying with the requirements set forth in item b Annex 1 hereto. 3. The bylaws of the issuer shall stipulate the responsibilities of each board member, each member of its corporate executive committee, of a person forming a one-man executive body, including a managing entity and its officers, as far as disclosure of them being holders of the securities of the issuer, as well as giving at least a five day notice of the selling and/or buying of the securities of the issuer. 4. The issuer’s Board of Directors shall approve a document regulating the use of information on the issuer’s operations, the company’s securities and transaction involving such, which cannot be found in the public domain and the disclosure of which may significantly affect the market value of the issuer’s securities. 5. The issuer’s Articles of Association shall envisage that an annual general meeting of the company’s members shall be convened upon at least a 30-day notice, save for cases when a longer notification period is required by Russian law. page 20

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