Category B

Listing B is the next highest category. Similar to a listing in category A, a listing in this category provides income and corporation tax benefits to investors. To be listed in this category, an issuer must meet a number of requirements, both general and specific to the type of security being listed.

General listing requirements

The issuer must be a legal entity of the Kyrgyz Republic or have documents duly legalized in the Kyrgyz Republic confirming its registration as a legal entity of another state.
The Issuer must prepare its financial statements in accordance with International Financial Reporting Standards.
The register of holders of the Issuer’s securities must be maintained by an independent Registrar.
The issuer must not have debts to fulfill obligations on securities issued by it, except for current and unclaimed debts on payment of income on these securities.
The Articles of Association and other documents of the Issuer shall not impose restrictions on the free disposal of securities issued by it for their owners and other restrictions on other rights under securities.
The Issuer’s annual financial statements must be provided with an audit report by an independent audit organization (company) recognized by the Exchange.
The issuer, whose securities are included in the Official List, must timely and to the extent required disclose to the Exchange the information provided for by these Rules for the purpose of maintaining the listing.

Foreign Issuers may be listed subject to the following conditions:

The security was assigned an international security identification code (number) and an international financial instrument classification code.
A security is a foreign financial instrument qualified as a security in accordance with the established procedure.
Securities issued by a foreign Issuer must be accepted for servicing at the Exchange’s depository.
The Foreign Issuer must enter into an agreement with a professional participant in the securities market, carrying out brokerage and/or dealer activities, to represent its interests in the securities market of the Kyrgyz Republic.
The issuer of declared or listed securities must demonstrate commitment to best corporate governance practices and adopt the Corporate Governance Code as an internal document. This requirement does not apply to issuers operating investment funds.

Special requirements for listing shares in category B

The Issuer’s own capital must be at least 50 million soms.
The issuer must be established (pass primary state registration as a legal entity) at least 1 year ago.
The issuer must have a net profit for the last reporting year or the sum of the last three years;
The issuer must operate in the form of an open joint stock company and comply with the requirements of the legislation of the Kyrgyz Republic for public companies.
The issuer must undertake to provide the Exchange with a list of its affiliates and regularly update this list.

Listing requirements for category “B” for issuers of debt securities

The Issuer’s own capital must be at least 20 million soms.
The issuer must be established (pass primary state registration as a legal entity) at least 2 years ago.
The issuer must undertake to provide the Exchange with a list of its affiliates and regularly update this list.
The Issuer is obliged to submit to the Exchange a report on financial and economic activity approved by the general meeting of shareholders (founders) of the Issuer.
The issuer must have net income for the last reporting year or the sum of the last two years.
The issuer must operate in the form of a joint-stock company or a limited liability company and comply with the requirements of the legislation of the Kyrgyz Republic for public companies.
The volume of bonds issued for initial placement must be at least 10 million soms.
For an issuer operating in the form of a joint-stock company and having issued bonds with collateral for the amount of security provided by the company itself or provided to the company for this purpose by third parties, the requirements to limit the excess of the equity capital of clause 1. and terms of its existence p.2. do not apply.
The equity capital of the issuer of mortgage-backed securities must be at least 10 percent of the amount of the issuer’s assets.
The requirements in paragraphs 1-7 above are for issuers of bonds, housing certificates, mortgage-backed securities, and ESG bonds.
For an issuer that has issued housing certificates, the volume of issuance of housing certificates must not exceed the volume of the guarantee provided by the guarantor. In the absence of a guarantor for the issue of housing certificates, the volume of issue of housing certificates should not exceed the issuer’s own capital.
For an issuer that has issued housing certificates and has a Guarantor – a guarantor, the requirements to limit the excess of the amount of equity capital in clause 1 and the period of its existence, clause 2, do not apply.
The issuer of ESG bonds must provide the ESG Bonds Prospectus, which should contain information on the intended use of the funds received from the placement of such bonds for the implementation of green, social, and other projects that comply with the principles of sustainable development, respectively.
The issuer of ESG bonds must provide an independent assessment of projects to be financed through the issuance of green, social or other bonds issued to finance sustainable development projects, where the list of organizations that carry out this independent assessment is determined and published on the Exchange website.

An issuer of municipal securities must meet the following requirements:

The volume of bonds issued by local governments must be at least 1 million soms;
Obligations to redeem bonds, including future obligations of the local government, should not exceed 20 percent of the annual income of the local government, excluding funds raised as a result of the loan.

Listing requirements for category “B” for securities of investment funds:

The value of the net assets of a joint-stock and unit investment fund must be at least 5 million soms;
The equity capital of the management company of a unit investment fund must be at least 15 million soms;
The management company of a joint-stock investment fund must be registered in accordance with the legislation of the Kyrgyz Republic not earlier than 2 years before the date of filing an application for listing. The requirement of this paragraph does not apply to mutual investment funds.
The Management Company of a Mutual Investment Fund or Joint Stock Investment Fund must prepare its financial statements in accordance with International Financial Reporting Standards. Financial statements must be provided with the audit report of an independent audit organization (company).
For unit investment funds, the reporting audit requirement applies to special financial statements for the respective unit investment fund.
For investment funds, the requirements for disclosure of information on securities are applied in terms of the provision of specialized reporting, compiled and submitted in accordance with and within the time limits established by the Government of the Kyrgyz Republic.
The management company of a mutual investment fund or a joint-stock investment fund must have a net profit based on the results of the last reporting period (year and/or quarter);
The management company of a unit investment fund or a joint-stock investment fund must keep the securities included in the portfolio in the Exchange’s depository;
The management company of a unit investment fund or a joint-stock investment fund is obliged to provide the Exchange with a list of affiliated persons, and update the list as changes occur, but at least once a quarter.
The management company of a unit investment fund or a joint-stock investment fund must provide the Exchange with a report on financial and economic activities approved by the general meeting of founders (shareholders) of the management company of the unit investment fund or joint-stock investment fund.

Listing requirements for Islamic securities in category “B” for the Originator:

The originator must be a legal entity of the Kyrgyz Republic or have documents duly legalized in the Kyrgyz Republic confirming its registration as a legal entity of another state.
The originator must prepare its financial statements in accordance with International Financial Reporting Standards, including on a quarterly basis.
The annual financial statements of the Originator must be provided with an audit report of an independent audit organization (company) recognized by the Exchange (for issuers operating for more than one calendar year);
The equity capital of the Originator must be at least 50 million soms.
The originator must be established (pass primary state registration as a legal entity) at least one year ago.
The originator must have net income for the last reporting year or the sum of the last three years.
The Originator must timely and to the extent required disclose to the Exchange the information provided for by these Rules for the purpose of maintaining the listing.
The originator must show commitment to the best corporate governance practices and adopt the Corporate Governance Code as an internal document.