1. Operating an Exchange

(1) Operating an Exchange means operating a facility which functions regularly and brings together multiple third party buying and selling interests in Investments, in accordance with its non discretionary rules, in a way that can result in a contract in respect of Investments admitted to trading or traded on the facility.

(2) The facility referred to in (1) may be organised on a temporary or permanent basis and can be an order driven system, a quote driven system or a hybrid of such systems that enables the market to operate electronic trading or trading by other means.

2. Operating a Clearing House

This section was added on 17 January 2020.

3. [intentionally omitted]

[intentionally omitted]

4. Operating a Loan Crowdfunding Platform

(1) Operating a Loan Crowdfunding Platform means:

1. (a) operating an electronic platform that facilitates the bringing together of potential lenders and Borrowers; and
2. (b) administering a loan agreement that results from operating the electronic platform.

(2) Operating a Loan Crowdfunding Platform also includes making arrangements for a lender to transfer his or her rights and obligations under a loan agreement referred to in (3).

(3) In (1)(b), “administering a loan agreement” means:

1. (a) providing information or performing other duties under a loan agreement on behalf of the Borrower or the lender;
2. (b) taking steps to obtain the repayment of a loan; or
3. (c) exercising rights or performing obligations under a loan agreement on behalf of the Borrower or the lender. Administering a loan agreement includes where a Person (A) performs a function described in (3)(a), (3)(b) or (3)(c) itself and where another Person appointed by A performs such functions, pursuant to an arrangement with A or at A’s direction.

(4) In paragraph (1)(a), an "electronic platform" means a website or other form of electronic media.

(5) Where another Person appointed by A performs functions as described in paragraph (3), A shall:

1. (a) notify AFSA that the other Person is being appointed by A and provide details of the functions for which they are being appointed;
2. (b) provide AFSA with the other Person's details including their name and registered address;
3. (c) require the other Person to notify Borrowers or lenders that they are appointed by and acting on behalf of A and provide details of the functions for which they have been appointed in a way that is clear and not misleading; and
4. (d) assume responsibility at all times for the actions of the other Person in performing the function for which it has been appointed.

5. Operating an Investment Crowdfunding Platform

(1) Operating an Investment Crowdfunding Platform means:

1. (a) operating an electronic platform that facilitates the bringing together of potential Investors and Issuers who wish to obtain funding for a business or project, resulting in an Investor obtaining an Investment from the Issuer seeking funding; and
2. (b) administering an Investment that results from operating the electronic platform.

(2) Operating an Investment Crowdfunding Platform also includes making arrangements for an Investor to sell his or her Investment referred to in (1).

(3) In (1) and (2), “administering an Investment” means:

1. (a) providing information or performing other duties relating to Investments on behalf of the Issuer or the investor;
2. (b) taking steps to obtain the payment of any amount payable by the Issuer to an investor; and/or
3. (c) exercising rights or performing obligations relating to an Investment on behalf of the Issuer or the Investor.

Administering an Investment includes where a Person (A) performs a function described in (3)(a), (3)(b) or (3)(c) itself and where another Person appointed by A performs such functions, pursuant to an arrangement with A or at A’s direction;

(4) In paragraph (1)(a), an "electronic platform" means a website or other form of electronic media.

(5) Where another Person appointed by A performs functions as described in paragraph (3), A shall:

1. (a) notify AFSA that the other Person is being appointed by A and provide details of the functions for which they are being appointed;
2. (b) provide AFSA with the other Person's details including their name and registered address;
3. (c) require the other Person to notify Borrowers or lenders that they are appointed by and acting on behalf of A and provide details of the functions for which they have been appointed in a way that is clear and not misleading; and
4. (d) assume responsibility at all times for the actions of the other Person in performing the function for which it has been appointed.”

Guidance: Right to operate several types of crowdfunding platforms

(1) A Person may hold Licences to operate a Loan Crowdfunding Platform and an Investment Crowdfunding Platform simultaneously.

(2) An Authorised Crowdfunding Platform must ensure that it does not provide both regulated and unregulated crowdfunding services.

(3) Unregulated crowdfunding services mean operating a Donation-Based, Pre-Sale-Based (or Reward Based) Crowdfunding Platform, which do not require the AFSA authorisation and, therefore, can be performed as non-regulated activities

(4) A Donation-Based Crowdfunding Platform is a platform whereupon the Person operates an electronic platform that facilitates the bringing together of donors and organisations which are registered or recognised as charities by public authorities, whether in the Republic of Kazakhstan or elsewhere.

A Pre-Sale (or Reward-Based) Crowdfunding Platforms is a platform whereupon the Person operates an electronic platform that facilitates the bringing together of persons providing funds to entities and/or persons in return for a reward, service or product (such as event tickets).

6. Operating a Private Financing Platform

(1)     Operating a Private Financing Platform means operating an electronic platform which brings together multiple third parties directly or indirectly buying an instrument acknowledging or creating indebtedness arising from the supply of goods or the delivery of services.

(2)        Operating an Operating a Private Financing Platform also includes:

1. (a)entering into an arrangement with a party for the purpose facilitating the activity described in (1) whether through an intermediary investment vehicle or otherwise;
2. (b)facilitating an arrangement described in (2)(a); and/or
3. (c)holding or controlling Client Money or Arranging Custody in connection with an arrangement described in (1), (2)(a), or (2)(b) above.