On Approval of the Standard Special Investment Contract

New Unofficial translation

Order No. 75 of the Minister for Investments and Development of the Republic of Kazakhstan of February 7, 2017 registered in the Ministry of Justice of the Republic of Kazakhstan on February 15, 2017 under No. 14806.

      According to paragraph 2 of article 295-1 of the Entrepreneur Code of the Republic of Kazakhstan dated October 29, 2015 I hereby ORDER that:

      1. The enclosed Standard Special Investment Contract shall be approved.

      2. Investment Committee of the Ministry for Investments and Development of the Republic of Kazakhstan shall ensure:

      1) state registration of this Order in the Ministry of Justice of the Republic of Kazakhstan;

      2) hard and soft copy of this order in Kazakh and Russian sending to " Republican Center for Legal Information" Republican State Enterprise on the right of economic use for official publication and inclusion in Reference Control Bank of laws and regulations of the Republic of Kazakhstan upon expiry of ten calendar days after its state registration in the;

      3) this Order copy sending to the printed periodicals for official publication within ten calendar days after the State Registration of the present;

      4) this Order posting on the Internet resource of the Ministry for Investments and Development of the Republic of Kazakhstan;

      5) submission of data on performance of actions according to subparagraphs 1), 2), 3) and 4) of this paragraph to Legal Department of the Ministry for Investments and Development of the Republic of Kazakhstan within ten working days after the State Registration of the present Order in the Ministry of Justice of the Republic of Kazakhstan.

      3. Supervision over this Order fulfillment shall be entrusted to the supervising Vice-Minister for Investments and Development of the Republic of Kazakhstan.

      4. This Order shall be enforced upon its first official publication.

      Minister

      for Investments and Development
of the Republic of Kazakhstan Zh.Kassymbek

  Approved by
  Order No. 75 of the Minister
  for Investments and Development
  of the Republic of Kazakhstan
  dated February 7, 2017

Standard Special Investment Contract

      Astana                                                            _______________

      (date, month, year)

      This Special Investment Contract has been concluded between,

      ________________________________________________________________________________

      (name of authorized body)

      represented by

      ________________________________________________________________,

      (full name of director or acting director)

      acting on the basis of _________________________________________________________

      (provision or order)

      (hereinafter – Authorized body), and_____________________________________________

      ________________________________________________________________________________

      (name of the legal entity of the Republic of Kazakhstan, BIN and date of state registration /

      re-registration)

      being a participant of special economic zone or owner of free warehouse or legal entity having

      concluded the Agreement on industrial assembly of motor vehicles and providing implementation of

      Special Investment Project in the person of

      _______________________________________________________________________________,

      (full name of director or other authorized officer)

      acting on the basis (Charter or Power of Attorney) (hereinafter – the Legal Entity), hereinafter jointly

      referred to as the "Parties", considering that:

      1) The Authorized Body has the rights directly connected with conclusion of the Special Investment

      Contract;

      2) The Parties have agreed that the Special Investment Contract will regulate their mutual rights and

      duties in implementation

      ________________________________________________________________________,

      (name of the Special Investment Project)

      and have concluded the present Special Investment Contract as follows.

1. Basic notions

      1. Basic notions used in this Special Investment Contract:

      1) Special Investment Project is the Investment Project implemented and (or) being implemented by the legal entity of the Republic of Kazakhstan registered as the special economic zone participant according to the legislation of the Republic of Kazakhstan on special economic zones or the free warehouse owner registered according to the customs legislation of the Republic of Kazakhstan or the project implemented by the legal entity of the Republic of Kazakhstan having concluded the Agreement on industrial assembly of motor vehicles;

      2) Special Investment Contract is the Contract which provides for investment preferences for the Special Investment Project;

      3) Processing equipment – the goods intended for use in technological process of the Special Investment Project;

      4) Components are the elements which, in aggregate constitute the constructive integrity of processing equipment;

      5) Raw materials and (or) materials – any mineral, component, detail or other goods used for finished product producing by means of technological process;

      6) Force majeure – the circumstances of insuperable force which complicate the course of, or result in impossibility of, further performance of the Special Investment Contract (military conflicts, natural disasters, natural calamities and other);

      7) The Third Party – any person other than the Party under Special Investment Contract.

      Footnote. Point 1 as amended by Order No. 207 of the Minister for Investments and Development of the RK dated 3.30.2018 (shall be enforced upon expiry of ten calendar days after its first official publication).

2. Subject of the Special Investment Contract

      2. Subject of this Special Investment Contract consists in the Legal entity providing with investment preferences in the form of:

      exemption the customs duties imposed on the process equipment, components and spare parts to them, raw materials and (or) materials, as well as raw materials and (or) materials in composition of finished goods, imported for finished goods manufacture according to the Annex hereto and provided for by the legislation of the Republic of Kazakhstan in the sphere of entrepreneurship within the Special Investment Project;

      exemption from a value added tax on import of the goods in composition of the finished goods made in the territory of a special economic zone or a free warehouse according to the tax law of the Republic of Kazakhstan.

      Footnote. Paragraph t2 as amended by Order No. 207 of the Minister for Investments and Development of the RK dated3.30.2018 (shall be enforced upon expiry of ten calendar days after its first official publication).
      3. Excluded by Order No. 207 of the Minister for Investments and Development of the RK dated 3.30.2018 (shall be enforced upon expiry of ten calendar days after its first official publication).

3. Purpose of the Special Investment Contract

      4. This Special Investment Contract establishes a legal framework of contractual relationship

      between Authorized Body and the Legal Entity according to applicable law for the purpose of

      providing investment preferences in implementation of

      _______________________________________________________________________________

      (Special Investment Project)

4. Subject of investment activities

      5. Subject of investment activities under this Special Investment Contract is

      _______________________________________________________________________________,

      (Special Investment Project)

      address of the Legal Entity implementing the Special Investment Project

      _______________________________________________________________________________.

5. Rights of the Parties

      6. Authorized Body shall be entitled to:

      1) represent the Republic of Kazakhstan, within the delegated powers, in negotiations with the Legal Entity;

      2) exercise other rights provided for by the applicable legislation of the Republic of Kazakhstan.

      7. Legal Entity shall have the right to take any actions not contradicting terms and conditions of the Special Investment Contract and the applicable legislation of the Republic of Kazakhstan for implementation of the Special Investment Project.

      8. The parties shall have the right to make amendments and additions to the Special Investment Contract under mutual agreement according to the legislation of the Republic of Kazakhstan.

6. Obligations of the Parties

      9. Authorized Body shall be obliged to provide, within the competence, the investment preferences by means of this Special Investment Contract conclusion;

      Legal Entity shall be obliged to comply with provisions of this Special Investment Contract in implementation of the Special Investment Project.

7. Force majeure

      10. Neither Party shall bear responsibility for failure to perform any obligations under the Special Investment Contract if such failure to perform or delay of performance are caused by force majeure circumstances (hereinafter – force majeure).

      11. The military conflicts, natural disasters, natural calamities (fire, major accidents, disruption of communications) and other extraordinary circumstances inevitable under existing conditions belong to force majeure.

      12. In case of full or partial suspension of works under the Special Investment Contract caused by force majeure circumstances, the period of these works carrying out shall be extended for the period of force majeure existence and renewed upon the end of force majeure.

      13. In case of force majeure occurrence, the affected Party, shall notify other Party by sending the written notice with indication of the force majeure start date description within 15 days after their occurrence.

      14. Should the force majeure circumstances occur; the Parties shall immediately hold negotiations to find the current situation solution and use all means in order to mitigate the consequences of such circumstances.

8. Confidentiality

      15. According to the legislation of the Republic of Kazakhstan, the Parties shall meet confidentiality conditions (incompliance with paragraph 16 of this Special Investment Contract) related to all documents, information and reports associated with work on implementation of this Special Investment Contract throughout its validity period.

      16. Neither Party shall have a right to disclose confidential information associated with implementation of the Special Investment Project without written consent of other Party, except for the cases when:

      1) information is used during judicial proceedings;

      2) information is provided to the Third Parties rendering services to one of the Parties under Special Investment Contract provided that such Third Party undertakes the obligation to comply with conditions of such information confidentiality and to use it only for the purposes established by the Parties and for the term determined by the Parties;

      3) information is provided to bank or other financial organization from which the Party under the Special Investment Contract receives financial assets provided that such bank or financial organization undertake the obligation to comply with conditions of such information confidentiality;

      4) information is provided to national revenue authorities or to other authorized public authorities of the Republic of Kazakhstan which have access to any information including the bank secrets relating to any bank accounts of the Legal Entity and to those opened in foreign banks outside the Republic of Kazakhstan as well;

      5) Authorized Body shall publish in mass media the regulatory legal acts related to implementation of the Special Investment Project on which the Special Investment Contract is concluded. At the same time the Authorized Body shall be entitled to publish only information on the investment amount s, the region of implementation, number of the created jobs and name of the Special Investment Project.

9. Settlement of disputes

      17. f disputable situations arise; the Parties shall be obliged to exercise the best efforts to settle any disputes and disagreements connected with performance or interpretation of any provision of the Special Investment Contract via negotiations with the parties concerned.

      18. If the Parties fail to reach agreement within two months after the date of written notice receipt by either Party from other Party, the disputes may be settled in judicial authorities of the Republic of Kazakhstan, as well as in the international arbitration determined by the agreement of the Parties.

      19. The parties shall not be exempted from performance the obligations established by the Special Investment Contract, until complete settlement of the arisen disputes and disagreements.

10. Guarantees for the Special Investment Contract stability

      20. Legal Entity shall be provided with full and unconditional protection of the rights and interests ensured by the Constitution of the Republic of Kazakhstan and other regulatory and legal acts of the Republic of Kazakhstan, as well as the international treaties ratified by the Republic of Kazakhstan.

      21. According to the civil legislation of the Republic of Kazakhstan, the Legal Entity shall have the right for compensation for harm caused as a result of the issue by public authorities of the acts inconsistent with the laws of the Republic of Kazakhstan, and also illegal actions (omission to act) from the part of of public authority officials.

11. Applicable law

      22. Law of the Republic of Kazakhstan shall be applied to the Special Investment Contract.

12. Validity period and entry into force of the Special Investment Contract

      23. This Special Investment Contract shall enter into force immediately after its conclusion.

      24. The Special Investment Contract shall be terminated upon expiry of

      _______________________________________________________________________________.

13. Terms of the Special Investment Contract cancellation

      25. The Special Investment Contract shall be terminated under following conditions:

      1) upon expiry of the period specified in the Special Investment Contract or early in case of revocation of registration as the special economic zone participant, the free warehouse owner, termination of the concluded by the legal person agreements on industrial assembly of the motor vehicles, which have formed the basis for the Special Investment Contract conclusion, , at failure to perform obligations by such legal entity, including the free warehouse owner having concluded the agreements on industrial assembly of the motor vehicles, obligations specified in such Agreements;

      2) on the basis of written request of legal entity concerning termination of the Special Investment Contract;

      3) if the Legal Entity violate the requirements of the customs legislation of the Republic of Kazakhstan meeting of which is required to receive the investment preferences within the Special Investment Project provided for by articles 531, 534, 539, 544, 548, 549, 550, 551, 553 of the Code of the Republic of Kazakhstan "On Administrative Offenses". dated July 5, 2014

14. Language of the Special Investment Contract

      26. Text of the Special Investment Contract, amendments, annexes, additional documents attached to this Special Investment Contract shall be executed in the state and Russian languages, and also in English, if necessary. All copies are equally authentic and have equal legal force, unless otherwise provided for by terms and conditions of the Special Investment Contract.

      27. The Parties agree that ___________ language will be used as communication language.

15. Additional provisions

      28. Notices shall be submitted in person or sent by mail with confirmation at the following address:

      Authorized body: __________________________________________________________

      (full name, legal address, phone numbers)

      Head of Authorized body: _____________________________________________

      (full name)

      Legal Entity: ______________________________________________________________

      (full name, legal and actual addresses, phone numbers, e-mail)

      Head of the Legal entity: _________________________________________________

      (full name)

      29. Authorized body shall notify the state revenue authority about conclusion or change, or termination of the Special Investment Contract within five business days.

      30. At change of addresses under the Special Investment Contract each of the Parties shall notify other Party in writing, within two weeks.

      31. This Special Investment Contract has been signed "__" _________ ____ in Astana, Republic of Kazakhstan, by authorized representatives of the Parties.

      Authorized Body: Legal Entity:

      Signature _____________ LS.            Signature ___________ LS.

      (if any)

  Annex
  to standard Special
  Investment Contract,
  approved by Order No. 75
  of the Minister for Investments
  and Development of the Republic of Kazakhstan
  dated February 7, 2017

The list of products (finished goods), manufactured in the territory of free warehouses or special economic zones, or within the agreement on industrial assembly of motor vehicles

Ser. No.

Product name (finished goods)

FEACN of EAEU* code
 

1.



2.



      FEACN of EAEU – Foreign Economic Activity Commodity Nomenclature of the Eurasian Economic Union.

      Authorized Body: Legal Entity:

      Signature ___________                  LS. Signature ___________ LS.

      (if available)

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