Decision on the Preliminary Complaint Against CNPF President's Order No. 1069 Regarding the Suspension of the Administrative Procedure Initiated by SA CARIERA ȘAPTEBANI

REPUBLIC OF MOLDOVA NATIONAL FINANCIAL MARKET COMMISSION 77 Ștefan cel Mare și Sfânt Blvd., Chișinău, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md

DECISION November 4, 2025 No. 53/3

Regarding the Preliminary Complaint filed by SRL [...], against the Order of the President of the CNPF No. 1069 dated October 10, 2025 regarding the suspension of the administrative procedure initiated by the request of "SA CARIERA ȘAPTEBANI"

On October 29, 2025, within the National Financial Market Commission (CNPF/supervisory authority), the Preliminary Complaint, filed by SRL [...], was registered (No. 7879), requesting:

1. The immediate resumption of the administrative procedure suspended by Order No. 1069 dated October 10, 2025, and the issuance of the final administrative act for registration in the Register of Issuers of Securities (REVM) of the results of the additional share issuance of SA "Cariera Șaptebani";
2. The finding of the illegality of the suspension of the procedure, due to the erroneous application of Law No. 174/2021 in its form updated by Law No. 33/2025;
3. The payment of legal late interest on the amount of 7,500,400 lei, calculated in accordance with Art. 942 of the Civil Code (rate of 15% per annum), from October 10, 2025, until the date of the effective resumption of the procedure;
4. Communication to SRL [...] of the measures taken within 3 working days from the receipt of this summons.

In fact, on September 17, 2025, within the CNPF, the request of SA "CARIERA ȘAPTEBANI" (Society) ref. No. from September 17, 2025, and the accompanying documents, including those submitted additionally on September 29, 2025 (registered No. 7143), were registered, requesting the registration in the Register of Issuers of Securities (REVM) of the securities, according to the report on the results of the additional share issuance, in the amount of 7,500,400 lei.

In accordance with point 36 of the Instruction on the stages, deadlines, manner, and procedures for the registration of securities (Decision No. 13/10/2018, hereinafter – Instruction), the CNPF examines the documents related to the registration of changes concerning the increase of social capital and issues a corresponding decision, making the respective entries in the REVM, upon satisfaction of the submitted request, within 15 working days from the date of presentation of the last document provided for in point 30 of the Instruction.

In this case, the investigation of the factual circumstances revealed that the types of activity of the Society, according to the extract from the State Register of Legal Entities No. 134453 dated March 27, 2024, include "Extraction of ornamental stone and construction stone; extraction of limestone, gypsum, chalk, and slate; extraction of gravel and sand; as well as extraction of clay and kaolin."

In accordance with Art. 4 of Law No. 174/2021 on the mechanism for the examination of investments of importance for state security (Law No. 174/2021), these activities fall within the scope of application of the mentioned provisions.

In this case, the subscriber to the shares in the additional issuance of SA "CARIERA ȘAPTEBANI" was SRL [...] (the effective beneficiary in both societies being [...]).

In this context, it should be noted that SA [...] and SA [...] are shareholders of SA "CARIERA ȘAPTEBANI", being at the same time societies in which Mr. [...] is the effective beneficiary.

According to the minutes of the meetings of the Council for the promotion of investments of national importance (Council) No. 13 dated November 5, 2024, and No. 15 dated December 19, 2024, the prior approval of investments for SRL [...] and SA [...] was proposed and decided.

Complementarily, it should be mentioned that the aforementioned minutes did not contain a clear reference regarding the society with respect to which the investment was admitted.

In this context, in order to adopt the correct decision that does not contradict the exclusive competences of the Council, the supervisory authority, within the limits of its discretionary right, in accordance with Art. 7 para. (1) of Law No. 192/1998 on the National Financial Market Commission¹, deemed it necessary to request the support of the Council, in order to present the opinion related to the subscription by SRL [...], in the light of Law No. 174/2021.

To this end, by letter of the CNPF No. 03-5/4050 dated October 10, 2025, the presentation by the Council of clarifications regarding the circumstances stated was requested.

In the absence of a clear response from the Council, the continuation of the procedure could have generated the risk of issuing an act non-compliant with the regime of investments of importance for state security and of consistent violation by the CNPF of the special regime of such investments.

Thus, the temporary suspension is a measure of legal prudence, determined by the concurrence of competences in the respective case, and cannot be appreciated as an excess of power.

Subsidiarily, by the Order of the President of the CNPF No. 1069 dated October 10, 2025, regarding the suspension of the administrative procedure initiated by the request of "SA CARIERA ȘAPTEBANI" (Order No. 1069/10.10.2025), initiated on the basis of the request of SA "CARIERA ȘAPTEBANI" regarding the registration in the REVM of the securities, according to the report on the results of the additional share issuance, in the amount of 7,500,400 lei, on the grounds of Art. 81 para. (1) of the Administrative Code, the administrative procedure was suspended.

In law, with reference to the Preliminary Complaint filed against Order No. 1069/10.10.2025, it should be noted that, according to Art. 15 of the Administrative Code, administrative operations are defined as "[...] manifestations of will or activities of public authorities that do not produce legal effects per se. Administrative operations can only be contested concurrently with the individual administrative act, except for executive administrative operations or those directed against a third party."

The aforementioned norm indicates that administrative operations are preparatory actions, acts preceding the issuance of an individual administrative act, the conclusion of an administrative contract, or the undertaking of a strict measure by the public authority (real act), as the case may be, which do not produce legal effects by themselves, regardless of whether they accompany or do not accompany a legal act. It is essential to the nature of administrative operations that they do not produce legal effects.

Subsequently, Art. 19 of the Administrative Code provides that "The Preliminary Complaint is the institution that offers a pre-litigation path for the resolution of administrative disputes.", and Art. 162 para. (1) and para. (3) of the same law stipulate that "(1) The preliminary procedure aims to verify the legality of individual administrative acts. [...] (3) The Preliminary Complaint may be directed towards: a) the annulment in whole or in part of an illegal or null individual administrative act; b) the issuance of an individual administrative act."

Complementarily, in accordance with Art. 166 of the Administrative Code, "The Preliminary Complaint may be filed only if the person claims rights violated by the issuance or rejection of the issuance of an individual administrative act.", and according to Art. 17 of the Administrative Code, "A violated right is any right or freedom established by law to which/which is affected by administrative activity."

On the subject, it should be noted that the supervisory authority qualified Order No. 1069/10.10.2025 as an administrative operation susceptible to being contested together with the administrative act adopted at the conclusion of the administrative procedure.

Correlatively, the Preliminary Complaint submitted is considered inadmissible.

From the considerations recorded above, on the grounds of Art. 18 para. (3), Art. 20 para. (1), para. (6), and para. (7), and Art. 22 para. (3) of Law No. 192/1998 on the National Financial Market Commission, the Administrative Code, and points 16 and 19 of the Regulation on the organization and functioning of the National Financial Market Commission (CNPF Decision No. 57/11/2022),

The National Financial Market Commission DECIDES:

1. The Preliminary Complaint filed by SRL [...], against the Order of the President of the CNPF No. 1069 dated October 10, 2025, regarding the suspension of the administrative procedure initiated by the request of "SA CARIERA ȘAPTEBANI" (registered at the CNPF with No. 7879 on October 29, 2025), is rejected as inadmissible.
2. This Decision may be contested with an action in administrative litigation, filed with the Chișinău Court, Râșcani seat (MD-2068, Chișinău, Kiev St. 3), within 30 days from the date of its communication.
3. This Decision enters into force on the date of adoption, is communicated to the recipient in accordance with the legislation, and is published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI, PRESIDENT

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1 Art. 7. (1) In the process of exercising its competences, the National Commission cooperates with public authorities in order to achieve its objectives and ensure the protection of the rights of investors and the general public.