Recommendations to the Client on Making of the Transactions with FI;
on rendering of the brokerage services
(with a nominal holding)
Almatycity «___»______2011
Joint-stock Company «Seven Rivers Capital», hereinafter referred to as the «Broker», (acting pursuant to the License of the Agency of the Republic of Kazakhstan on regulation and supervision of the financial market and the financial organizations№ 0403201437, dated March 21, 2007 for fulfillment of the brokerage and dealer activity at the securities market with a right of maintenance of the clients` accounts as a nominal holder), in the person of the Deputy Chairman of the Board Youn Youngho acting under the authority of thepower of attorney №8 dated February15, 2012, on the one part,and ______, hereinafter referred to as the «Client»,represented by ______, acting on the basis of ______, on the other part, hereinafter referred to as the «Parties», and separately the «Party» have concluded the present Agreement on rendering of the brokerage services (with a nominal holding) hereinafter referred to as the «Agreement», as follows:
1. BASIC TERMS AND DEFINITIONS OF THE AGREEMENT
Account statement - a document that is not the security issued by the Broker and confirming the Client` s rights on the equity securities for the time being;
Client order – a document executed in accordance with the internal documents of the Broker and the legislation; a document submitted by the Client and containing the instruction for commitment a deal or transaction with the securities at the expense and for the benefit of this Client subject to the conditions determined by such document.
Client order –a documentcontaining instructions for commitment a deal or transaction on the Client` s personal account (opening of a personal account, its closing, change in the account details and other) which execution shall be performed by the Broker and in accordance with its internal documents and the legislation of the Republic of Kazakhstan;
Personal account - a system of records containing in the accounting system of the nominal holding allowing to identify the Client or other entity with the purpose of the trade registration and recording rights to the equity securities or other financial instruments;
Informal market of securities – a sphere of the securities` circulation in which the transactions with securities are fulfilled without compliance with the requirements set by the internal documents of the organizer of bidding (Stock exchange and other organizers of bidding);
Formal market of securities - a sphere of the securities` circulation in which the transactions with securities are fulfilled in compliance with the requirements set by the internal documents of the organizer of bidding (Stock exchange and other organizers of bidding);
Organizer of bidding – stock exchange and other organizers of bidding providing the organizational and technical support of bidding with securities executed according to the appropriate rules and norms of these organizers of bidding;
«Repo» – totality of two security transactions simultaneously concluded classified bytime for performance and counter to each other in direction,under one and the same name (the subject of repo), the parties of which the same entities are (participants of repo operations);
Competent authority– a state authority accomplishing the regulation and supervision for the securities market;
Stock exchange – a legal entity of the Republic of Kazakhstan created in the legal organizational form of the joint-stock company fulfilling the organizational and technical support of bidding by their immediate conducting with using of the trading systems of this organizer of bidding, or the foreign stock exchange defined like this in accordance with the legislation of the respective state;
Financial instrument – the securities (including derivatives) and other assets of the financial market specified by the International Accounting Standards.
2. SUBJECT OF THE AGREEMENT
2.1. The mutual relations arisen between the Parties in connection with rendering of the brokerage services to the Client (purchase, sale of the financial instruments (hereinafter referred to as FI) at the security market, on behalf of the Client, at the expense and to the benefit of the Client) except repo operations, on the basis of the client` s order provided by the Client) (hereinafter – client` s order) are the subject of the present Agreement.
2.2. In accordance with the Agreement the Broker shall have a right to render the services to the Client on the nominal holding of FI belonging to the Client (registration, accounting, and confirmation of the Client` s rights on FI transferred to the nominal holding).
2.3. In case of necessity by agreement of the Parties the Broker, besides the services indicated above can render the following services:
- provision of the information necessary to the Client for making of the investment decisions at the securities market of Kazakhstan;
- recommendations to the Client on making of the transactions with FI;
- other possible information, analytical and consultative services at extra cost.
- PROCEDURE OF THE PERSONAL ACCOUNT OPENING
For opening of the personal account the Client shall submit to the Broker the following set of documents:
For the legal entities – non-residents:
- a copy of the document confirmed the state registration of the Client as a legal entity in the country of the registration legalized in accordance with the legislation of the Republic of Kazakhstan or the international treaty, one of the participants of which is the Republic of Kazakhstan, with translation into the Russian language certified according to the established procedure (apostille);
- copies of the constituent documents or other documents, certified under the established procedure, containing the information on acquisition of the right for accomplishment of the activity, with translation into the Russian language, certified according to the established procedure (apostille);
- notarized sample signature card and imprint of the seal according to the form specified by the internal documents of the Broker;
- copies of the documents confirming the authorities of the persons for the right of signature in the documents of a legal entity for making transactions with the money resources or other property with translation into the Russian language certified according to the established procedure (apostille);
- copies of the identity cards of the executive officers authorized to sign the documents of a legal entity for making transactions with the money resources or other property with translation into the Russian language certified according to the established procedure (apostille);
- copy of the certificate on awarding of the registration number of the taxpayer, certified by the seal of the Client (if the Client shall pass the registration procedure in the tax authorities in accordance with the tax legislation of the Republic of Kazakhstan);
- financial statements as of the closing date;
- an order for opening of a personal account according to the form stated by the internal documents of the Broker;
- the Client application form shall be in accordance with the Appendix №2 to the present agreement;
- two copies of the original of the agreements on rendering of the brokerage services with a nominal holding signed and initial by the Client` s official representatives.
- PROCEDURE OF FULFILMENT OF THE CLIENT` S ORDER
4.2. In case of transaction commitment through the Stock Exchange, the Client` s order shall be received by the Broker no less than 15 minutes prior to the termination of the biddings with the given types of Securities on the day of transaction commitment.
4.3. Incompliance of the terms of the Client` s orderto the requirements of the present Agreement entails the Broker` srefusal in its acceptance, the latter shall notify the Client about it.
4.4. In case of compliance of the Client` s order to the requirements of the present Agreement the Broker shall return one copy of the Client` s order with the note of its acceptance to the Client.
4.5. The Client` s order can be cancelled prior to the moment of the actual conclusion of the transaction. The notification about cancellation of the order shall be transferred by the Client by any appropriate means of communication; however, the Client shall be obliged to transfer the Broker the original copy of the notification within five business days in case of transfer by fax or by e-mail.
4.6.The Client` s ordershall be cancelled, if prior to its fulfillment the next order has entered into effect, which influences on the parameters of the first one. In the event the Client` s order has been already fulfilled, the further orders changing its parameters, shall not be subject to fulfillment.
4.7.Having fulfilled the Client` s order the Broker prior to 18.00of the business day, following the day of transaction commitment, shall delivery to the Client, using e-mail or fax, a copy of the report on the committed or non-committed transaction. The Broker shall deliver the original copy of the report to the Client by mail or express messenger within five business days.
4.8.The types of reporting (written extracts, notifications and others) shall be provided by the internal document of the Broker approved in accordance with the established procedure. The types specified can be provided for the Client upon its demand at any time in the written or electronic forms.
4.9.Should the Client has any objections regarding the report, it shall be obliged to notify such objections to the Broker within three business days from the moment of such report copy receipt. Otherwise the report shall be deemed as accepted by the Client.
4.10.Placing of the Client` s order by the Client is an incontestable fact of the Client` s consent for conclusion of the transaction with the parameters indicated in the Client` s order.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1.1. within two calendar days from the date of the present Agreement signing to submit the documents according to the point 3.2.; in case of change of the registered (de facto) address and (or) post and (or) bank details, and (or) place of residence, change of the legal status of other changing, the Client shall be obliged to submit the Broker in the written form within 3 (three) calendar days with providing of the order about changing of the bank details and providing of the copies of the supporting documents in accordance with the Agreement. Otherwise, the Broker shall not bear no responsibility (including material liability) in front of the Client for the timeless obtaining information concerning (but not limited to) the changing of the tariffs for servicing, any procedural questions by the Client;
5.1.2.provide the necessary additional documents at the Broker’s request;
5.1.3.pay all costs of the Broker (fee of the Stock Exchange, JSC "Depositary Trust Company" and other), related with the performance of the present Agreement, as well as the Broker` s fee according to the Appendix 1. The costs of the Broker shall be paid on the basis of the invoices submitted by the Broker within three business days from the date of invoice reception. In default of payment by the Client of the accounts provided by the Broker in due time indicated in this point, the amount mentioned in the account shall be written off from the Client` s account without acceptance;
5.1.4.draw up and deliver the Client` s orders and the Client` s orders in accordance with the requirements of the present Agreement;
5.1.5.make the Client` s orders and the Client` s orders for purchase/sale of the FI within the limits of the balance of money/FI at the Broker’s personal account;
5.1.6. in case of cancellation of this Client` s order to the Broker, to make up for the losses from the cancellation of such client` s order to the latter. This point of the Agreement shall not spread over the cases of cancellation of the Client` s order prior to its execution (prior to conclusion of the transactions or performing of other actions by the Broker in pursuance of the Client` s order);
5.2.The Client shall have a right to:
5.2.1.receive the information on the status of its personal accountunder the written application;
5.2.2.place the Client` s orders and the Client` s orders drawn up according to the forms provided by the internal documents of the Broker.
5.3.The Broker shall be obliged:
5.3.1.within three business days from the date of the receipt of the documents indicated in the point 3.2, to open a personal account for the Client;
5.3.2.to carry out the Client` s orders and the Client` s orders in the strict compliance with their parameters;
5.3.3.to deliver the reports about the settled or non-settled transactions in accordance with the point 4.7;
5.3.4.in case of acquisition of income on the Client` s FI, to enter immediately the income in the Client` s personal account and within three working days to notify the Client about it;
5.3.5.to inform the Client on its demand about the course of execution of the Agreement and\or the Client` s order and\or the Client` s order;
5.3.6.to execute the functions of the nominal holder provided by the legislation;
5.3.7.to make the transactions with FI and the Client` s money only in accordance with the appropriate Client` s order indicated in the Client` s order or in the Client` s order;
5.3.8.not to take the Client` s order and the Client` s order for fulfillment:
- at availability of contravention of the Client` s order ` s content to the existing legislation of the Republic of Kazakhstan and the brokerage agreement;
- if the securities in respect of which the Client` s order is presented are encumbered;
- when using the facsimile reproduction facilities of the signature by means of the mechanical or other copying of the autograph Broker` s and (or) dealer` s Client` s signatureanaloguein the Client` s order.
- under the visual inconformity of sample signature and (or) impression of a seal on the Client` s order (in hard copy) to the signatures and (or) impression of the seal indicated in the notarized document with the sample signatures (including the legal entities` representatives having a right to sign the Client` s orders) and impression of a seal of a legal entity, or the identity card of a natural person (including his/her representative), in the event that the Client` s order was not signed by the Client in the presence of the official representative of the broker and (or) dealer.
- the broker and (or) dealer shall request the Client about confirmation of its intention to perform the operations specified in the Client` s order as set forth in the internal documents of the broker and (or) dealer in the event indicated in the sub-paragraph 4) above, as well as in the event that the amount of the transaction expected for making in accordance with the Client` s order that was not signed in the in the presence of the official representative of the broker and (or) dealer, comes to the sum exceeding 20 000 (twenty thousand) of the monthly calculation ratios for the Client being a legal entity.
5.3.10. to notify the Client
- about the facts and reasons of the Broker` s financial status worsening;(noncompliance of the key figures of the Broker` s business solvency to the criterions (normative standards), prescribed for the brokers-dealers of the appropriate category by the legislation of the Republic of Kazakhstan);
- about suspension and deprivation of the license validity within two business days starting with receiving of the notification from the competent authority;
- about any sanctions undertaken by the Competent authority and the Stock exchange in respect of the Broker, its employees;
- about the restrictions and the special terms provided by the legislation in respect of the transactions with FI to be completed.
5.3.11. not to enter into the transactions with FI at the price worse than the best price of the counter applications (proposals) for entering into the transactions with FI of this type registered in the trading system of the Stock Exchange at the moment of the given transaction conclusion;