Note Issueprospectus
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TRANSLATION OF THE ORIGINAL DOCUMENT / ПЕРЕВОД С ОРИГИНАЛА State registration of note issue by the authorised body is not intended to provide any recommendations to investors regarding the acquisition of notes as described in the prospectus. The authorised body that registered note issue is not held responsible for the accuracy of information contained herein. The note issue prospectus was reviewed only for compliance with the requirements of the laws of the Republic of Kazakhstan. Issuerʹs officers are held responsible for the accuracy of information contained herein and acknowledge that any and all information provided herein is reliable and not misleading for investors regarding the issuer and its notes. NOTE ISSUEPROSPECTUS CS Development LLP Limited Liability Partnership issue one type of notes index‐linked, coupon, unsecured volume of issue 60,000,000,000 tenge denomination of notes 1,000 tenge amount 60,000,000 units form of issue uncertificated 1. GENERAL INFORMATION ABOUT ISSUER 1. Name of the Issuer: full name short name in state (Kazakh) language «CS Development LLP» («Си «CS Development LLP» («Си Эс Девелопмент ЛЛП») Эс Девелопмент ЛЛП») ЖШС Жауапкершілігі шектеулі серіктестік in Russian Товарищество с ограниченной ТОО «CSDevelopmentLLP» ответственностью («Си Эс Девелопмент ЛЛП») «CSDevelopmentLLP» («Си Эс Девелопмент ЛЛП») in English 2. Data about changes in the Issuerʹs name: No change has been made. 3. Information about state registration/re‐registration of the Issuer: CS Development LLP is registered with the Almaty Department of Justice: Certificate of initial state registration of legal entity No.79585‐1910‐TOO (IU) dated 07.08.2006. Certificate of state re‐registration of legal entity No.79585‐1910‐TOO issued by the Almaty Department of Justice on 22.12.2009. 4. Taxpayerʹs registration number: TRN 600700577232 5. Information about the Issuerʹs location, contact telephone and fax numbers, e‐mail: Legal address: 50/2/39Zhibek Zholy St., corner of Dostyk Ave., block B, office 300/13,Almaty, Republic of Kazakhstan telephone:273‐85‐11 fax: 273‐16‐73 6. Issuerʹs bank details: IIC 023467821 with Almaty Branch of Kazkommertsbank JSC BIC 190 501 724, KBE 17 7. Activitiesof the Issuer: Main activities of the Partnership: − construction, architectural, designing, surveying; − construction, overhaul, major overhaul of industrial buildings, structures, and residential premises; − engineering; and − carrying out operations with movable and immovable property in the domestic and overseas market. 8. Information about ratings assigned to the Issuer or securities issued by it by international rating agencies and/or rating agencies of the Republic of Kazakhstan: No rating has been assignedto the Issuer and/or its securities. 2 9. Name, dates of registration, location and postal addresses of all branches and representative offices of the Issuer: The Issuer has no branches or representative offices. 10. Full official name of the audit firm (last name, first name, patronymic if any, of the auditor) who conducts/conducted audit of the financial statements of the Issuer: UTA Audit LLP, state licence No.000013 to carry out audits, issued on 17 June 2006 by the Kazakhstan Ministry of Finance, is a member of the accredited professional organisation Panel of Auditors of the Republic of Kazakhstan, Certificate No.00003 Full official name of legal and financial advisers who were engaged in providing relevant services under agreements during three years preceding the date of the prospectus specifying membership in relevant panels (associations, chambers) Financial adviser Seven Rivers Capital JSC has the licences issued by the Agency of the Republic of Kazakhstan on Regulation and Supervision of Financial Market and Financial Organisations to carry out investment portfolio management activities (No.0401200621), brokerage and dealing activities on the securities market with the right to maintain clientsʹ accounts as a nominee holder (No.0403201437). The company is the member of Kazakhstan Stock Exchange JSC under K, P, and H categories. Chairperson of the Management Board is A. N. Isina Financial Advisory Agreement No.01‐KU dated 01.02.2010. 11. Date of adoption by the Issuer of the Corporate Governance Code: The Corporate Governance Code is not provided for by the Partnershipʹs charter. 2. ISSUERʹS GOVERNING BODIES 12. Structure of Issuerʹs governing bodies: 1) the supreme body ‐ the Participant; 2) the executive body ‐ the Director; and 3) other bodies in accordance with the Law, other laws and regulations of the Republic of Kazakhstan and the charter of the Partnership. The reserved matters of the Partnershipʹs Participants include the following: 1. amendments to the Partnershipʹs Charter, including amendments to its Authorised Capital, location and corporate name, or approval of the restated Partnershipʹs Charter; 2. formation and early termination of the powers of the Partnershipʹs executive body, and decision on transferring the Partnership to trust and determination of terms and conditions of such transfer; 3. election and early termination of powers of the supervisory board and/or audit commission/auditor of the Partnership, and approval of reports and opinions of the audit commission/auditor of the Partnership; 4. approval of annual financial statements and distribution of its net income; 5. approval of internal regulations, procedure of adoption thereof and other documents governing internal activities of the Partnership other than documents to be approved under the Partnershipʹs charter by other bodies of the Partnership; 6. decision on the Partnershipʹs participation in other business partnerships and joint‐stock companies, and non‐profit organisations; 7. decision on reorganisation or liquidation of the Partnership; 8. appointment of the liquidation commission and approval of liquidation balance sheets; 9. decision on compulsory redemption of an interest from the Partnershipʹs participants in accordance with the effective laws of the Republic of Kazakhstan; 3 10. decision on pledge of the whole property of the Partnership; 11. decision on additional contributions to the Partnershipʹs property in accordance with the laws of the Republic of Kazakhstan; 12. approval of the procedure and time limits for provision the Partnershipʹs Participant and interest purchasers with information about the activities of the Partnership; and 13. The Partnershipʹs participant may delegate powers not related to its reserved matters to the executive body. The sole executive body is the Director which shall be accountable to the Participant and arranges implementation of its decisions. 13. Members of the Board of Directors The Board of Directors is not provided for in the Partnershipʹs charter. 14. The Issuerʹs executive body: 1) last name, first name, and patronymic, if any, date of birth of the person who performs the functions of the sole executive body of the joint‐stock company, or the last name, first name, patronymic, if any, and date of birth of each member of the collective executive body of the joint‐stock company, including the chairperson of the management board: From 28.07.2006 to 02.03.2009 ‐ Director Ten Aleksandr Erikovich, date of birth ‐ 11.11.1973. From 02.03.2009 to 01.02.2010‐ Director Li Robert Romanovich, date of birth ‐ 03.12.1974. From 01.02.2010 until present ‐ Director Pak Dmitry Valeryevich, date of birth ‐ 01.08.1975. 2) positions held by the person who performs the functions of the sole executive body or each member of the collective executive body for the last three years and as of today, in chronological order, including ‐ concurrent positions: Pak Dmitry Valeryevich ‐ Director: No. Date Employer Title 1 06.2006 ‐ 04.2007 Caspian Investment Holding JSC Member of the Strategic Committee, Head of the Task Force 2 01.03.2007 ‐ G4 City LLP Managing Director 01.04.2008 3 02.04.2008 ‐ present G4 City LLP General Director 4 01.02.2010 ‐ present CS Development LLP Director (concurrently) 3) participation of the person who performs functions of the sole executive body or each member of the collective executive body in the paid authorised capital of the issuer and its entities specifying the shareholding: Pak Dmitry Valeryevich does not own a participatory interest in the Partnership. 15. Information about transfer of powers of the issuerʹs executive body to another commercial entity (trust company): No transfer of powers of the issuerʹs executive body to another commercial (trust) company has been made during existence of the issuer. 16. Remuneration paid to the members of the board of directors, members of the executive body and other officers for the last financial year: 4 Total remuneration for the last three months preceding the Planned total date of decision on issue of notes remuneration in tenge (to governing in monetary terms in securities other form of bodies and (tenge) payment members of the Full name board of directors) during the last 12 months from the date of decision on issue of notes R.R. Li 55,362 ‐ ‐ ‐ D. V. Pak ‐ ‐‐ ‐ 360,000 17. Organisational structure of the issuer: Organisational structure of CS Development LLP Director Office Manager HR Commercial Financial Director Operations & Department Director TechnicalDepartment International Marketing Accounting Legal Project Relations Department Department Department Managers Department Department 2) total number of employees of the joint‐stock company including employees of branches and representative offices of the Partnership: Total number of employees