Capital markets and services 1 laws of MALAYSIA Act REPRINTING 671 CAPITAL MARKETS and SERVICES ACT 2007 As at 1 January 2016 ISSUED by COMMISSIONER of law revision, UNDER the AUTHORITY of law REVISION ACT 1968 2016 2 laws of Malaysia Act 671 CAPITAL MARKETS and SERVICES ACT 2007 Royal Assent Date...... July 27, 2007 date of publication in the Gazette......... July 31, 2007 last amended vide P.U. (A) 212/2015 commence on............ 15 September 2015 capital markets and Services 3 laws of MALAYSIA Act 671 CAPITAL MARKETS and SERVICES ACT 2007 ARRANGEMENT of SECTIONS part I preliminary section 1. Short title, commencement and application 2. Interpretation 3. People associate 4. Interests in securities 5. Appointment of securities, derivatives and capital markets products 6. Effect when the agreement becomes a derivative part II STOCK MARKET and the DERIVATIVES Market 7 Term 1. The establishment of the stock market or the derivatives market Term 2 market institutions Subpenggal 1 — exchanges and holding company Exchange 8. Minister's power to approve the stock exchange or bursa derivatives 4 laws of Malaysia Act 671 9. The Commission shall adopt the amendments to the rules of the stock exchange, derivatives exchanges or clearing Center approved 10. Appointment of Directors holding company stock exchange and bursa, bursa derivatives 11. The obligation of Exchange 12. Withdrawal of approval of bursa 13. The effect of the withdrawal of approval of bursa Subpenggal 2 — holding company Exchange 14. Holding company of bursa 15. Minister's power to approve holding company Exchange 16. Annual Regulatory report about compliance with the requirements of continuous 17. Special report by the holding company exchange about ongoing requirements compliance 18. Withdrawal of approval of the holding company of bursa 19. The effect of the withdrawal of approval of the holding company Exchange 20. Bursa holding company listing on the stock exchange 21. The duty of the holding company of bursa 22. The risk management Committee of the Exchange holding company 23. Restrictions on holding company exchange of reducing shareholdings 24. Disposal and acquisition, etc.
25. The control shareholding of holding company Exchange 26. The authority to issue instructions 27. The closure of the stock exchange or bursa derivatives 28. The power of the Commission in respect of the relevant stock exchange or bursa derivatives 29. The provision of assistance to the Commission of capital markets and Services Section 5 30. The stay order relating to stock exchange, derivatives exchanges, clearing Center approved depositories or 31. The power of the Commission upon breach of section 23, 24 or 25 Subpenggal 3 — General 32. (Cut) 33. (Cut)
Subpenggal 4 — Market recognized 34. Recognized market operator 35. Application for registration of 36. Duty of operator market recognised 36a. Withdrawal of registration 36B. Changes the status of the Subpenggal 5 — clearing Center Approval 37. Establish or operate facilities explanation 38. The power of the Commission to approve the settlement Centre 39. Withdrawal of approval of 40. The effect of the withdrawal of approval Subpenggal 5a — Am 40a. Interpretation of 40B. Publication of notice of the suspension or closure of trade 40c. The right stock exchange, central clearing of derivatives exchanges or approved are not affected by the law relating to contract 40d. The power of the Commission to appoint a statutory Manager 40e. Help and access to information, etc.
Section 6 laws of Malaysia Act 671 40f. Remuneration, expenses and indemnity of Chartered Manager 40 g. Annual fee payable 40h. Disapplication of the companies Act 1965 Subpenggal 6 – modification of the law of insolvency and various provisions relating to the conduct and procedure of clearing Center approved 41. Interpretation of 42. Default rules 43. Default proceedings approved clearing Center to overcome legal insolvency 44. Additional provisions regarding default proceedings 45. Obligation to report upon completion of default proceedings 46. The total amount payable upon completion of default proceedings 47. Disclaimer of property, contract cancellation, etc.
48. the previous transaction Adjustments 49. The right position related to get certain amount arising from a particular transaction is 50. The law of insolvency in accordance with other jurisdictions 51. Participants become parties in certain transactions as principal 52. Securities or derivatives sent to submit explanation approved 53. Transfer of securities in settlement of 54. Purchase and sale of securities, 55. 56 immunity. Retention of rights, etc.
57. Exemption from the rules on the reporting of substantial shareholding and Chapter 3a of the companies Act 1965 Section capital markets and services 7 Subpenggal 7 — enforcement of the provisions of the netting agreement eligible capital market Section 57a. Interpretation of 57B. Or enforceability of the rights under the provisions of clean production of 57c. Application of this part part III CAPITAL MARKETS SERVICES term licensing and regulation 58. Requirements for capital markets services licence 59. Requirements for capital markets Services Representative Licence 59a. Civil Liability Act's principal representative 60. Application for the grant of a license 61. Grant of licence 62. The Commission's power to impose conditions or restrictions on licenses 63. Fi 64. The reason for the refusal of the grant of a capital markets services licence 65. The reason for the refusal of the granting of capital markets Services Representative Licence 66. The power of the Commission to investigate the transaction in respect of securities and derivatives 67. Minimum financial requirements 68. (Cut) 69. Alteration or transfer of license 70. (Cut) 71. False statement in respect of an application for the grant of a licence or alteration 72. Cancellation and suspension of licence 8 laws of Malaysia Act 671 73. The effect of the cancellation, suspension or termination of the license, etc.
74. The notification condition disqualifying 75. The appointment, selection and nomination of Directors and Chief Executive of the licensed person, etc.
76. the registered 76a. Registration of person who provides capital markets services 77. Express licensee 78. Notification of change of particulars of 79. Publication of the name and address of 80. The appeal of 81. The surrender of the License Term 2 record of 82. The adoption of this term of 83. Express Security 84. Notice of particulars to the Commission 85. A defence against prosecution 86. Production of sign 87. Details of financial journalists 88. The Commission may give a copy of an extract from the register of Term 3 the conduct of business of Subpenggal 1 – Am 89. (Cut) 90. Production of contract note 91. Disclosure of interest within 92 securities. The recommendation by the licensed Section
Capital markets and Services 9 92a. Information to be given to any person to invest in capital market products 93. Priority is given to client order 94. (Cut) 95. (Cut) 96. Additional obligations on the person licensed Subpenggal 2 – 97 Security. Dealing as principal 98. Short sale Subpenggal 3 – Derivatives coordinated 99. Trading in derivatives on own account 100 coordinated. (Cut) 101. Restrictions on trading in derivatives coordinated 102. (Cut) 103. (Cut) 104. Delivery massage and exercise order 105. Trade in derivatives coordinated outside Malaysia 106. (Cut) 107. Failure to comply with section 99, 101 and 104 Subpenggal 4 – counter Derivatives 107a. Interpretation of 107B. Approval not be trade repository. Application for the grant of approval 107d. Withdrawal of approval of the 107e. Appointment of directors or Chief Executive of a trade repository approved 107f. Obligation of confidentiality section 10 laws of Malaysia Act 671 107g. Allowable disclosure 107h. The power of the Commission to issue instructions 107i. Repository of trading rules 107j. Obligation to report Chapter 4 book, client asset protection and audit Subpenggal Book 1 – 108. Storage of books and grant statement Subpenggal 2 – the treatment of the assets of the client securities with respect to 109. The adoption of this Subpenggal 110. Interpretation of 111. Certain money received by the holder of a capital markets services licence shall be paid into the trust account 112. Client assets in addition to the money received by the holder of a capital markets services licence 113. Withdrawals from the trust account 114. Holder of a capital markets services licence shall give a copy of the entry in book 115. Claims and liens are not touched Subpenggal 3 – the treatment of the assets of the client in respect of 116 derivative. The adoption of this Subpenggal 117. Interpretation of 118. Segregation of client assets 119. Money in the account and the Club cannot be used for the payment of debts, etc.
Capital markets and services section 11 Subpenggal 4 – treatment of client asset management fund Section 120. The adoption of this Subpenggal 121. Interpretation of 122. Handling of trust accounts 123. Client assets 124. The right to a copy of the entry book, examination of contract notes, etc.
Subpenggal 5 — the field of action that may be taken by the Commission in order to protect clients in certain circumstances 125. The Commission's action to protect client assets, etc.
Subpenggal 6 — 126 Audit. Appointment of Auditors 127. Connected persons shall lodge the Auditors ' reports 128. The duty of the Auditors of the 129. The duty of the person or the Director or officer to provide information 130. The power of the Commission to appoint an independent auditor, etc.
131. The power of the Commission to appoint an independent auditor, etc., on the application of 132. Independent Auditors, etc., shall report to the Commission on 133. The power of independent auditors appointed by the Commission on 134. Prohibition against notification of certain matters by the Auditor, etc., and 135 employees. Books, accounts and records shall be submitted when requested 136. Penalties for the destruction, hide or change books or send books or property outside Malaysia 137. Stock Exchange rights to impose obligations 12 laws of Malaysia Act 671 5 term of the vesting provisions of section 138. Interpretation of 139. Application to the Court to facilitate the agreement or arrangement for the transfer of the whole or part of a business person licensed Part IIIa of PRIVATE RETIREMENT SCHEMES INDUSTRY Chapter I preliminary 139a. Interpretation of Chapter 2 of the private pension scheme Subpenggal 1-private retirement scheme Administrator 139B. Requirements for approval to establish or operate a private pension scheme administrator 139c. Application for approval of 139d. Refusal to approve 139e. Appointment of Directors private pension scheme administrator 139f. Withdrawal of approval 139g. The effect of the withdrawal of the 139h. Duties and responsibilities of the private retirement scheme administrator 139i. Terms of reference and the rules of the private retirement scheme administrator 139j. Money received by the administrator of the private pension scheme 139k. Account and report in respect of the private retirement scheme administrator 139l. power of the Commission to take action in respect of the retirement scheme administrator in the private capital markets and services 13 139m. The duty to take reasonable precautions 139n. The obligation to keep the confidentiality of 139o. Allowable disclosure Subpenggal 2-private retirement scheme Provider 139p. Requirements for approval to set up, offer or provide private retirement scheme 139q. Application for approval of 139r. Refusal to approve 139s. Withdrawal of approval 139t. The effect of the withdrawal of 139u. Notification of circumstances of disqualifying Subpenggal 3-private retirement scheme 139v. Application for approval of private retirement schemes 139w. Refusal to approve 139x. Withdrawal of approval 139y. Contributions are vested in the Member as accrued interest 139z. Retention of accrued interest 139za. Protection of accrued interest 139zB. The effect of the withdrawal Subpenggal 4-139zc scheme trustee. The approval of the Trustees of the scheme 139zd. Refusal to approve 139ze. Withdrawal of approval of section 14 laws of Malaysia Act 671 3 Term trustee for retirement scheme sponsored by the employers Section 139zf. Approval of Trustees employer 139zg. Refusal to approve 139zh. Withdrawal of approval of Division 4 Am 139zi. The power to make regulations 139zj. The fee payable 139zk. False or misleading statements to the Commission 139zl. The power to issue directions, etc.
139zm. Disclosure of information to the Commission 139zn. The recommendation by the licensed 139zo. False declaration or misleading or false documentation to supervisors and administrators 139zp. A statement that is false or misleading, etc.
139zq. using the device manipulation and deceive the 139zr. Penalties for offences under section 139zp and 139zq 139zs. The naming of part IV the COMPENSATION FUND CAPITAL MARKET Chapter 1 interpretation of 140. Interpretation for the purpose of part IV of the capital markets and services 15 2 Term Compensation Fund Corporation capital markets Section 141. 142 Corporation. Function of Corporation 143. Powers of the Corporation 144. Duties and responsibilities of the Corporation 145. Membership of the Corporation 146. Removal, resignation and vacation of Office of any member of the Corporation 147. Meeting of the 148. The Corporation may establish committees 149. Delegation of functions and powers of the Corporation 150. Remuneration, allowances or expenses other 151. Disclosure of interest 152. The power to take people to provide help of 153. Obligations of secrecy 154. Disclosure is permitted to 155. The Commission's power to issue directions
156. Cooperation and coordination of 157. Act or omission made in good faith Term 3 compensation fund 158 capital market. The establishment of a compensation fund capital market 159. The assets that make up the compensation fund capital of 160. Contributions and levies 161. Preservation of the compensation fund 16 capital market laws of Malaysia Act 671 162. Financial year 163. Audit Declaration and 164. Annual report Chapter 4 provisions relating to claims 165. The Corporation's rules 166. Appeal to the Commission 167. Assistance to the Corporation 168. Pensubrogasian the Corporation against the rights and remedies of the claimant when payment is made from the compensation fund capital markets 169. Power of court to make order certain 170. Powers of the Corporation to enter into contracts of insurance 171. The use of money insurance 172. Money in the compensation fund of the capital market following the winding up of the relevant stock exchange 173. (Cut)
Part V MARKET MISCONDUCT and CONDUCT OTHER PROHIBITED 174. Application of this part 1 Term prohibited Behaviour – Security Subpenggal 1 – Offences relating to fraudulent trading and fraud in the market, stock market manipulation, etc.
175. a false and fraudulent commercial transactions in the market for 176. Stock market manipulation Section capital markets and services 17 177. A statement that is false or misleading, etc.
178. Motivate people to trade securities fraudulently 179. The use of the device manipulation and deceive the 180. Persons or transactions to which section 175 or 176 181 shall not apply. Dissemination of information concerning the illegal transactions 182. Penalties for offences under the Subpenggal 1 Subpenggal 2 — internal Trading 183. Information 184. Information that can be found in General 185. Material effect on the price or value of the securities 186. Trade in securities 187. A reference to "the farm" 188. Conduct prohibited person in possession of internal information 189. Evidence of a violation of section 188 190. Confidentiality arrangements by 191. Confidentiality agreement by sharing 192. Underwriting and underwriting small 193. Disapplication of section 188 for transactions carried out under the scheme of arrangement, etc., under any written law 194. Saving to a corporation who has knowledge of his intention 195. Saving for a knowledge of individual activities or intent of the 196. Unauthorised transaction disolisit 197. Saving for the redemption of units of a unit trust scheme under the Covenants repurchase 198. A defence of equality information section 18 laws of Malaysia Act 671 Subpenggal 3 – Civil Remedies Section 199. Civil liability for violations of section 175, 176, 177, 178, 179 or 181 200. Civil action by Commission 201. Get the amount of the loss or damage is prohibited Behaviour – Term 2 Subpenggal Derivatives 1 – Offences relating to false trade brokerage, wild, etc.
202.203. fake Trading Wild brokerage 204. Dissemination of information about fake trade 205. Manipulation of the prices of derivatives and memborong save 206. The use of the device, etc., to memfraud 207. A statement that is false or misleading 208. Prohibition of misuse of the information obtained on the official nature of 209. Penalties for offences under the Subpenggal 1 Subpenggal 2 – Civil Remedies 210. Civil liability for violations of sections 202, 203, 204, 205, 206, 207 or 208 211. Civil action by the Commission part VI ISSUANCE of SECURITIES and the ACQUISITION and MERGERS of Division 1 capital markets Products listed and unlisted 212. Requirements for approval, registration, authorization or recognition of capital markets and services 19 Chapter 1a Application for Approval Section 213. Application for approval of 214. Grant of approval of the 214a. Rejection of application 215. False or misleading statements, etc.
215a. application Money shall be paid into the trust account if the prospectus is not required Chapter 2 acquisition, merger and acquisition forced 216. Interpretation of 217. The Malaysian code on Take-overs, Mergers and Acquisition Forced 218. Compliance with the code, guidelines, practice notes and instructions 218a. The power of the Commission to appoint an independent adviser 218B. The power of independent advisers appointed by the Commission 218c. Prohibition against certain matters by communication advisor and employee 218d. Access to the books, accounts and records, etc.
219.220 Waiver. Action by the Commission in the case of non-compliance with the code, guidelines, instructions, practice notes and instructions for 221. Documents, information, etc., that is false or misleading 222. Forced recruitment of 223. Minority shareholder rights 224. Application to the Court of 225. Disapplication of section 180 of the companies Act 1965 20 laws of Malaysia Act 671 Term 3 the prospectus Section 226. Interpretation of 227. Invitation 228. Offer for subscription or purchase of 229. Offer and request for exception to 230. Exceptional issue 231. Exemption from 232. The requirements of registering the prospectus relating to the securities of 233. Registration of prospectus 234. The requirements of the lodge prospectus with the Registrar of 235. Contents of prospectus 236. General responsibilities of a disclosure in the prospectus 237. Simplified prospectus for the rights issue 238 be released. Additional or replacement prospectus 239. Effect of registration of the prospectus supplement or replacement of 240. Regulations for the storage, prospectus prospectus extra savings, short prospectus, the statement profile, etc.
241.242 advertising Restrictions. Documents containing the offer of securities purchases deemed prospectus 243. The earmarking of securities if the prospectus indicates that an application for permission to listing on the stock exchange has made 244. The consent of a person to issue a prospectus that contains his statement 245. Order of cessation of 246. Criminal liability for false statements, etc., in the prospectus 247. Those who cannot be assumed to allow or cause the issuance of prospectus capital markets and services 21 248. The right to get the loss or damage as a result of false or misleading statements in the disclosure document or prospectus, etc.
249. Civil Liability for actions that are misleading or deceiving 250. Diligence as a defence 251. Reliance on statements and information concerning the false or misleading statement is 252. Reliance on statements and information concerning the actions that misleading or deceiving 253. Dependency on public official statement in respect of false statements and misleading 254. The defense the withdrawal agreement of 255. Restrictions on the offering of securities for subscription or purchase of 256. Agreements, documents and prospectuses to exclude or limit the liability of terminated Chapter 3a of the application for authorization or recognition
256a. Interpretation 256B. The application for authorization or recognition of 256c. Grant of authorization or recognition of 256d. Refusal of permission or acknowledgement 256e. Withdrawal of authorization or recognition 256f. The effect of the withdrawal of the 256g. The power to issue directions, etc.
Chapter 3B Business Trust 256h. Interpretation and application of 256i. Application for registration or recognition section 22 laws of Malaysia Act 671 256j. A disclosure document registration 256k. Registration or recognition of trust business 256l. Refusal to register or recognize the business trust 256m. Withdrawal of the registration or recognition 256n. The effect of the withdrawal of the registration or recognition of 256o. Trustee Manager 256p. Duties and responsibilities of a trustee Manager 256q. Duties and responsibilities of officers and agents 256r. Acquisition of an interest in a trust business 256s. Disclosure of interest in deals 256t. Express the importance of 256u. Certification by Chief Executive Officer and Board of Directors trustee Manager 256v. Disclosure policy and practices 256w. Dismissal of the trustee Manager 256x. Resignation of trustee Manager 256y. The replacement trustee Manager 256z. The will for the deed 256za. Qualification and penanggungrugian for the liability of the trustee Manager 256zB. Annual general meeting 256zc. The duty manager of the Trustees to convene a meeting of 256zd. Power of court to order the meeting of the unitholders of 256ze. Rights of the unitholders at the meeting 256zf. Action by the unit holder 256zg. Winding up of capital markets and Services Section 23 256zh. Limitation of liability of unitholders 256zi. Creditor unitholders no right to obtain possession of the property or assets of the trust 256zj. Cancellation of registration on a voluntary basis by the Manager trustee 256zk. The power of the Commission to cancel the registration of a trust business that no longer function 256zl. Report to the Suruhjaya 256zm. Suruhjaya power to issue directions 256zn. The power to make regulations 256zo. The duty manager of the holder is a trust to lodge statements, etc.
Chapter 3 c Statement or false or misleading information under Chapter 3a and 3B 256zp. Statement or false or misleading information to the Commission of Division 4 of Debentures Subpenggal 1 – a deed of trust, the duty of the Trustees, borrowers, etc.
257. The adoption of this term of the 258. Requirements for a deed of trust and a trustee of 259. The form and content of the deed of 260. People who can become a trustee of 261. Existing Trustees continued to act until a new trustee takes the position of 262. The replacement of Trustees section 24 laws of Malaysia Act 671 263. The obligation of the borrower to 264. The obligation of the borrower to replace trustee 265. The borrower's obligation to notify the trustee of collateral, etc.
266. The obligation of the borrower to provide quarterly reports to the trustee and the Commission 267. The borrower's obligation to notify the trustee and the Commission material incident occurred 268. The obligation of the borrower if a prospectus stating the purpose or project for which the money is to be used 269. Obligations of the borrower to send Director submit the financial statements of 270. The borrower shall issue a document which is evidence of indebtedness, etc.
271. The obligation of the guarantor 272. The obligations of the guarantor to send Director submit the financial statements of 273. Duty of trustee 274. The exception of trustee from liability and indemnify liabilities 275. The trustee indemnified in 276. The duty of Auditors to the trustee for holders of debentures of 277. Obligation of the borrower to convene a meeting of 278. Power of Trustees to convene a meeting of 279. The Court may order a meeting of holders of debentures of 280. The Commission's power to protect the interests of holders of debentures of the 280a. Obligation to notify the Commission, etc.
281. the General Power of the Court to give directions and determine the question of 282. Specific powers of the Court section of the capital markets and services 25 Subpenggal 2 – General Section 283. Register of holders of debentures of 284. The specific implementation of 285. Debenture lasting 286. The issuance of the debentures redeemed Chapter 5 unit trust schemes and investment scheme set 287. Interpretation of 288. Requirements on trustees and deed of 289. Approval of Trustees and management company 290. People who can become a trustee of 291. Existing trustees shall continue to act until a new trustee takes over the position of 292. The replacement of Trustees 293. Registration of deed of 294. The contents of the deed of 295. Modification of the deed through additional deed 296. The deed shall be lodged with the Commission 297. Duties of management company 298. Obligations of the management company to lodge a statement, etc.
299. The duties of the management company to replace trustee 300. Duty of trustee 301. The duty of the Trustees to roll 302 scheme. Duties of management companies and the trustees under General Law 26 laws of Malaysia Act 671 303. The exception of trustee from liability and indemnify liabilities 304. The trustee indemnified in 305. Duties of management company convene a meeting of unitholders 306. Power of Trustees to convene a meeting of 307. The Court may order a meeting of unitholders 308. The register of unitholders 309. Where express 310 should be stored. Closure and inspection 311. Power of court to correct the sign 312. Express 313 branches. The rights of the trustee, executor, administrator in relation to unit holders 314 dead. Power of court to make order of the 315. Disapplication of Chapter 5 part VI term of 6 Islamic capital market Products, Islamic securities, etc.
Subpenggal General 1 — 316. 2 Subpenggal — interpretation of Islamic capital market Products 316a. Islamic capital market products Subpenggal 3 — Islamic securities 316B. Islamic securities 316c. Appointment by the Minister in respect of Islamic securities, derivatives of Islam or Islamic capital market products, etc.
316d. Application of Division 4 of part VI of this Act 316e-316h. (Cut)
Capital markets and services section 27 part VII APPLICABLE to a CORPORATION is LISTED on Section 317. Duty of the Chief Executive and a Director of a listed corporation to disclose interests in securities 317a. Conduct prohibited by the directors or officers of the Corporation listed 318. Loss of qualification of Chief Executives or directors of listed corporation 319. Production of 320 information. The duty of the Auditors of the Corporation listed 320a. False or misleading financial statements of listed corporation
321. protection for people against retaliation for making a report to the authorities in certain circumstances part VIII SELF-REGULATORY ORGANIZATION 322. Interpretation of 323. Recognition of self-regulatory organization 324. The duty of a recognized self-regulatory organization 325. The rules of a recognized self-regulatory organization 326. Appointment of directors recognized self-regulatory organization 327. The authority to issue instructions on a recognized self-regulatory organization 328. The withdrawal of recognition of 329. Protection for a recognized self-regulatory organization 330. Account and report in respect of a recognized self-regulatory organization 331. The provision of assistance to the Commission part IX 332 CAPITAL MARKET DEVELOPMENT FUND. The establishment of the capital market development fund 333. The assets that make up the Fund 28 laws of Malaysia Act 671 334. The objectives of the Fund, etc.
335. The composition of the Board of 336. The term of Office 337. Resignation and revocation of appointment of 338. Vacation of post 339. Quorum and procedure 340. Disclosure of interest 341. Preservation of the 342 Funds. Financial year 343. Accounts and audit 344. The power of the Minister with respect to the Board of 345. 346. The dissolution of the Fund The power to make regulations Part IXa of the SYSTEMIC RISK MANAGEMENT in the CAPITAL MARKET 346a — 346d. (Cut)
Part X 1 Term INFORMATION DISCLOSURE application of 347. Application of this part of Term 2 disclosure 348. The Commission's power to require the production of books Section capital markets and services 29 349. Error 350. The power to determine the form and means of production of 351. Protection of 352. Disclosure to the Commission 353. Disclosure of information relating to dealing in securities or dealing in derivatives part XI ADMINISTRATIVE and CIVIL ACTIONS 354. The power of the Commission to take action 355. The power of the Commission to take action on derivatives exchanges, clearing Center approved, etc., for not complying with the rules, regulations, etc.
356. The authority with respect to compliance with the license terms, etc., by a licensed 357 people. Civil liability of people who violate securities laws 358. The Commission can get lost or loss of 359. A reference to conduct 360. Power of court to make order certain 361. Application for the winding up of part XII GENERAL 362. Prohibition on the use of certain titles 362a. The non-derivative contract gambling or betting 363. A copy of the book as prima facie evidence of 364. Application review by the person aggrieved 365. Time for application for review of 366. Decision of the Minister is final section 30 laws of Malaysia Act 671 367. Offences by a group of people and by employees and agents of 368. 369 records phishing. False or misleading statements to the Commission, the Exchange or the clearing centre approved, etc.
370. The attempt, abetment and conspiracy 371. (Cut) 372. General penalty 373. Compounding of offences 374. Person convicted liable to pay compensation 375. Conduct of prosecution 376. 377 indemnity. Guidelines and practice notes 378 Commission. The power to make regulations 378a. Power to make 379 arrangement. Dispute resolution 380. The power to amend the schedule of part XIII PROVISIONS revocation, SAVINGS and TRANSITIONAL 381. The abolition of the securities industry Act 1983 and the futures industry Act 1993 and savings and transitional respect of 382. Holding company of bursa, bursa and approved explanation is deemed to have approved 383. Electronic registered facilities deemed to 384. Saving in respect of licence issued under the repealed laws 385. License application pending 386. Transitional and saving in respect of corporate proposals section of the capital markets and services 31 387. The transitional provisions in respect of those registered 388. The cancellation of the subsidiary legislation 389. Modifications to the interpretation of other written law 390. Continuation of other rights, liabilities, etc., under the repealed laws 391. Prevention of 392 anomalies. People dealing in securities relating to unit trust schemes 393. Transitional provisions for unit trust management companies unlicensed 394. Transitional provisions for corporate financial executives and analysts review table 1 table 2 table 3 table 4 table 5 table 6 table 7 table 8 table 9 table 10 table 11 (Cut) Section 32 laws of Malaysia Act 671 capital markets and services 33 laws of MALAYSIA Act 671 CAPITAL MARKETS and SERVICES ACT 2007 an act to incorporate the securities industry Act 1983 [Act 280] and the futures industry Act 1993 [Act 499] , to regulate and provide for matters relating to the activities, markets and intermediaries in the capital market, and for matters arising and incidental thereto.
[September 28, 2007, P.U. (B) 342/2007 unless Term 2 part IV – 1 April 2010, P.U. (B) 143/2010]
Enacted by the Parliament of Malaysia as follows: part I preliminary short title, commencement and application 1. (1) this Act may be cited as the capital markets and Services Act 2007.
(2) of this Act come into force on such date as the Minister may, by notification in the Gazette, and the Minister may prescribe different dates for commencement — (a) different provisions in this Act; or (b) all provisions or different provisions of this Act with respect to a class or category of persons, securities, or derivatives that are different.
34 the laws of Malaysia Act 671 interpretation 2. (1) in this Act, unless the context otherwise requires — "trust account" means a trust account referred to in section 111 or 122;
"regulated activity" means any type of regulated activity specified in part 1 of Schedule 2;
"business trust" means a unit trust operations or management of such schemes and the property or assets of the scheme is managed by a trustee Manager;
"subsidiary" has the meaning assigned to it in section 5 of the companies Act 1965 [Act 125];
"assets", in respect of the holder of a capital markets services licence, means all assets of the holder, whether or not used relating to the conduct of controlled activities by the holder;
"licensed bank" means a bank licensed under the financial services act 2013 [Act 758];
"Islamic bank" means a bank licensed under * the Islamic Banking Act 1983 [Act 276];
"Central Bank" means the Bank Negara Malaysia which was established under the Bank of Malaysia Act 2009 [Act 701];
"merchant banks licensed" has the meaning assigned to it in the * * of the banking and financial institutions Act 1989;
"dealing in derivatives" have the same meaning as in part 2 of Schedule 2;
* NOTE — the Islamic Banking Act 1983 abolished Islamic financial services Act by 2013 [Act 759] — see section 282 of the Act 759. * * NOTE — of the banking and financial institutions Act 1989 [Act 372] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
Capital markets and services 35 "dealing in securities" have the same meaning as in part 2 of Schedule 2;
"book" includes — (a) register;
(b) any records other information;
(c) account or accounting records, no matter how whatsoever compiled, recorded or stored; and (d) documents;
"bursa derivatives" means any body corporate related to it an approval under subsection 8 (2) the time being in force;
"Bursa Determined" means a person or a body to handle a derivatives market outside Malaysia and determined as the Exchange Determined under section 105;
"stock exchange" means any body corporate related to it an approval under subsection 8 (2) the time being in force;
"debenture" includes debenture stock, bonds, notes, and any other evidence of indebtedness of a corporation for money borrowed, whether or not a charge on the assets of the Corporation, but shall not be construed as applicable to any of the following: (a) any instrument which confirms or creating indebtedness for, or for money borrowed to pay the consideration payable under the , a contract of sale or supply of goods, property or services or any rental contracts in the ordinary course of business;
(b) cheques, bank drafts or any other bills of Exchange or letter of credit;
(c) Note the bank guarantees or insurance policies;
36 laws of Malaysia Act 671 (d) statements, bank account books or other documents showing any balance in current accounts, deposits or savings;
(e) any agreement for a loan if the lender and the borrower is signing the agreement and if lending money into in the ordinary course of the lender, and any promissory note issued under the terms of the agreement; or (f) any instrument or product or class of instrument or product as may be prescribed by the Minister, on the recommendation of the Commission, by order published in the Gazette;
"central depository" means the central depository approved by the Minister under subsection 5 (1) of the securities industry (central depositories) Act 1991 [Act 453] — (a) to establish and operate a system for the handling of Security Center, whether or not listed on any stock exchange — (i) which all of the securities deposited with and held in custody by or registered in the name of, the company or the company her nominee for depositors and businesses with respect to the securities effected through entries in securities accounts without physical delivery of the script; or (ii) which allow or facilitate settlement of securities transactions or trading securities without physical delivery of the script; and (b) to provide facilities and other services incidental thereto;
"derivatives" means any contract, whether for the purpose of creating an obligation or a public right or any combination of both, which is the market value, delivery or payment obligations derived from, referring to or based on, but not limited to, securities and capital market or backup Service 37 commodities, asset, rate, index or any combination of them, whether it's a coordinated or derivatives derivatives over the counter, but does not include — (a) securities;
(b) any derivatives that Bank Negara or the Government of Malaysia is a party;
(c) any of the over the counter derivatives market price, value, delivery or payment obligations alone-points obtained from, referring to or based on currency exchange rates; or (d) any agreement, when made, are in a class of prescribed agreement as non-derivative;
"derivatives over the counter" derivatives other derivatives means coordinated;
"coordinated derivative" means a derivative, include a futures contract, traded on the derivatives, which its intrinsic properties specified by bursa derivatives and its trade is settled and resolved by the settlement approval;
"listed", in respect of a security of the Corporation or, as the case may be, means any securities or corporate security or any security received for class quoted on the stock market of a stock exchange;
"prescribed" means prescribed by the Minister under this Act or any regulations made under this Act, and if there's no way mentioned means prescribed by order published in the Gazette, and the power to set includes the authority to set a different basis for persons, securities, derivatives or different transactions, or classes, category or description of persons, securities, derivatives or different transactions;
"document" has the meaning assigned to it in the Evidence Act 1950 [Act];
38 the laws of Malaysia Act 671 "combination", in relation to a derivative Exchange or central clearing a bursa derivatives, means any person, no matter how described whatsoever, which is party to a contract which is still ongoing with the bursa derivatives or derivative Exchange Clearing Centre, as the case may be, the person consented to be bound by the rules of his model;
"licensed institution" has the meaning assigned to it in the * of the banking and financial institutions Act 1989;
"instruments", in respect of derivatives, means — (a) anything that can be sent handover under an agreement for penghantarserahannya, including commodities, or documents that create or give evidence of a thing in action; or (b) any other thing prescribed as an instrument for the purposes of this Act;
"Auditors" means an approved company auditor within the meaning of the companies Act 1965 [Act 125];
"rules", in relation to —
(a) a stock exchange, means the memorandum of Association and articles of the Association, or rules or instructions, by whatever name called and wherever contained, which control membership, management, operation or the stock exchange procedures, or organizational behavior with prizes and, without limiting the generality of the preceding, including — (i) the rules contained in the memorandum of Association and articles of the Association or other constituent documents of the stock exchange;
* NOTE — of the banking and financial institutions Act 1989 [Act 372] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
Capital markets and services 39 (ii) the rules and procedures governing the quotation of securities in the stock market and stock exchange listing requirements;
(iii) rules for ensuring compliance by the participant of any obligation imposed by this Act or any other written law; and (iv) the rules with respect to other matters necessary or proper for the conduct and management of the appropriate and efficient the stock exchange, including rules prescribing fees and charges;
(b) an approved clearing centre, means the memorandum of Association and articles of the Association, or rules or instructions, by whatever name called and wherever contained, which control membership, management, operation or procedure approved settlement Center and, without limiting the generality of the preceding, including rules and instructions relating to — (i) the provision of clearing and settlement, and the suspension or the withdrawal of such services;
(ii) the provision of services other than the services referred to in subparagraph (i);
(iii) persons can participate in one or more of the services referred to in subparagraph (i) or (ii);
(iv) the fixing of fees and charges; and (v) the default rules;
(c) a central depository, has the meaning assigned to it in the Act the securities industry (central depositories) Act 1991;
40 laws of Malaysia Act 671 (d) a derivatives exchange, means the memorandum of Association and articles of the Association, or rules or instructions, by whatever name called and wherever contained, which control membership, management, operation or the derivatives exchange procedures or conduct of its affiliate;
(e) a holding company of bursa, means the memorandum of Association and articles of the Association, including the rules regulating the activities and conduct of the company on its properties as a holding company of bursa;
(f) a recognized self-regulatory organization, means the memorandum of Association and Association of a recognized self-regulatory organization, or rules or instructions, by whatever name called and wherever contained, controlling membership, management, operation or procedure of a recognized self-regulatory organization or conduct of a member of a recognized self-regulatory organization that; and (g) a trade repository means the memorandum of Association and articles of the Association, or rules or instructions, by whatever name called and wherever contained, which control membership, management, operation or procedure of a trade repository;
"listing requirements", in relation to a body corporate which establish or operate, or plan to establish or operate a stock market of a stock exchange, means the rules that control or relating to — (a) the admission in the official list of any body corporate, unincorporated body of Government, or any other person for the purpose of quotation in the stock market, securities issued or held by a body corporate , Government, unincorporated body or any other person or the production of the official list and for other purposes; or capital markets and services 41 (b) activities or the exercise of any body corporate, unincorporated body of the Government, and any other person who was admitted into the list, and whether the rules — (A) made by the body corporate or contained in any of the constituent documents of the body corporate; or (B) made by a another and adopted by the body corporate;
"unlisted recreational clubs" means a corporation that entitles the shareholder or debenturnya to use or enjoy any recreational facilities, vacation or other related facilities and which shares or debenturnya is not listed or proposed to be listed for quotation on any stock market of a stock exchange;
"the clearing facilities" means — (a) a facility for clarification or solutions for — (i) transactions in securities traded on the stock exchange; or (ii) derivatives that are traded on the derivatives market;
(b) a facility for the transaction solutions guarantee referred to in paragraph (a); or (c) any explanation or solution or facilities returning to clarification or other solutions as permitted by the Commission with the approval of the Minister;
"Chief Executive", in relation to a corporation, means the principal executive officer of the Corporation for the time being, by whatever name called, and whether he's a Director or not;
42 laws of Malaysia Act 671 "client", in respect of the holder of a capital markets services licence, means — (a) any person on behalf of the holder carrying out or will carry out any regulated activity; or (b) any other person with the handle, as principal, make or would make the transaction — (i) for the purposes of the securities business; or (ii) for the purpose of business in derivatives, but does not include any person or class of persons as may be prescribed;
"futures contract" means a derivatives traded in the derivatives exchange which created a physical delivery or acceptance obligations of physical delivery of instruments backup derivatives of it, with the quantity and quality are determined by the derivatives exchange, at a specified date in the future at a specified price, and that can be settled in cash in lieu of physical delivery;
"derivative report" means an analysis or report which contains recommendations on business in derivatives;
"Board", in relation to a corporation, means the Board of directors or other administrative authority of the Corporation;
"license" means a capital markets services licence or capital markets Services Representative Licence granted under section 61;
"Capital markets services licence" means a licence granted under section 61;
"Capital markets Services Representative Licence" means a licence granted under section 61;
"The Shariah Advisory Council" means the Shariah Advisory Council established under the Malaysian Securities Commission Act 1993 [Act 498];
Capital markets and services 43 "advise corporate finance" has the same meaning as in part 2 of Schedule 2;
"determine", if there is no way mentioned, means determines in writing, and the power to determine which include the power to determine the different basis for persons, securities, derivatives or different transactions, or classes, category or description of persons, securities, derivatives or different transactions;
"produced" means — (a) in relation to securities, create or cause created the securities; and (b) in relation to a notice, the prospectus or other documents, circulate or distribute notices, prospectuses or document;
"managing the Fund" has the meaning assigned to it in part 2 of Schedule 2;
"Minister" means the Minister for the time being charged with the responsibility for finance;
"shut down", in relation to a derivative means fulfilling the obligations of a person in a position of long or a short position under a derivative and shall include the results of fulfillment of the obligations of a match the derivatives derivatives are the same type that the person is deemed to have taken a short position that can be offset or long positions that can be offset, as the case may be;
"financial planning" has the meaning assigned to it in part 2 of Schedule 2;
"investment advice" has the meaning assigned to it in part 2 of Schedule 2;
"value", in respect of an asset, including the amount;
"the contract note" means a document issued by the holder of a capital markets services licence as may be prescribed by the Minister under section 90;
44 the laws of Malaysia Act 671 "registered person" means a person registered under section 76;
"a licensed person" means a person holding a capital markets services licence and includes any person who holds a capital markets Services Representative Licence;
"associated person" shall be construed as provided in section 3;
"specified person" means a person or class of persons specified in Schedule 3;
"self-regulatory organization" means an organization recognized by the Commission in accordance with section 323;
"participant organisations" means any person who carries on the business of dealing securities and recognised as a participant organisation by the stock exchange rules;
"the derivatives market" means a market or anywhere else where, or such facilities through it, usually traded derivatives;
"with the exception of derivatives market" means the market for derivatives market derivatives, declared exempt under paragraph 7 (3) (a);
"the market recognized" means a stock market or the derivatives market operated or maintained by operators registered under section 34;
"capital market" means the market of securities and derivatives market;
"the stock market" means a market or anywhere else where, or such facilities through it — (a) an offer to sell, buy or make changes in securities typically is made or received;
(b) an offer or invitation which means, or reasonably anticipated, resulting, whether directly or indirectly, in making or menyetuju receive an offer to sell, buy or make changes in securities typically is made; or capital markets and services 45 (c) information about the price or consideration, for which, a particular person, or a particular class of persons, planning, or can with its reasonable expected to sell, buy or make changes in securities normally available;
"the stock market with the exception of" means the stock market the stock market declared exempt under paragraph 7 (3) (a);
"officer" has the meaning assigned to it in the Malaysian Securities Commission Act 1993;
"fixed investment" means an interest as defined under subsection 84 (1) of the companies Act 1965 which has been exempted under section 96 of the companies Act 1965 and in respect of which the Minister has made a designation under section 5;
"unit" means a unit of a unit trust or investment scheme is determined, as the case may be;
"borrower", in relation to a debenture, means a corporation or be liable to repay the money under the debentures;
"Registrar" means the Registrar of companies under the companies Act 1965 and includes any regional Registrar, Deputy Registrar or Assistant Registrar of companies;
"producer" means — (a) in the case of a share or debenture, a corporation whose shares or debenturnya published, offered for subscription or purchase of or in respect of which an invitation to subscribe for or purchase is made;
(b) in the case of units of a unit trust scheme or specified investment scheme, the company management; and (c) in the case of any other securities, people who provide, publish, offer for subscription or purchase, or make an invitation to subscribe for or purchase, the securities;
46 laws of Malaysia Act 671 "Director" has the meaning assigned to it in the companies Act 1965, include references to — (a) any person place or take a role in the position as a Director of a corporation, by whatever name called and whether elected legitimately or not to occupy the place, or obligated to act in the position;
(b) a person whose guidance or instructions, a Director of a corporation normally Act;
(c) an alternate Director or alternate; or (d) in the case of a corporation established or incorporated or exists outside of Malaysia — (i) a member of the Board of Directors of the Corporation or governing body;
(ii) a person who occupies a place or act in a position as a member of the Board of the Corporation, by whatever name called and whether elected legitimately or not to occupy the place, or have been authorized to act in that position; or (iii) any person direction or instructions, Member of the Board of the corporation acts normally;
"public interest Director", in respect of a stock exchange, bursa derivatives or holding company of bursa, means the person appointed by the Minister under section 10;
"Chairman" means the Chairman of the Commission appointed under paragraph 4 (2) (a) * the Malaysian Securities Commission Act 1993 [Act 498];
"Management Fund" has the same meaning as in part 2 of Schedule 2;
* NOTE — formerly referred to as the Securities Commission Act 1993. Short title changed by section 2 of the capital markets and Services Act (Amendment) 2015 [Act A1499] come into force on September 15, 2015 – see P.U. (B) 369/2015.
Capital markets and services 47 "guarantor", in relation to a debenture, means a person who secures or has agreed to guarantee the repayment of any money that is secured or payable under the debenture;
"solution", in respect of a contract market means a release of rights and liabilities of the parties to the contract that market either through implementation, compromise or otherwise; and includes the settlement at partly performed in accordance with the rules of an approved clearing centre;
"financial planning" have the same meaning as in part 2 of Schedule 2;
"Corporation" means any body corporate established or incorporated or exists in or outside Malaysia and includes any foreign company but does not include — (a) any body corporate incorporated in Malaysia and, by notice by the Minister charged with the responsibility for the company published in the Gazette, declared to be public authority or instrumentality or agency of the Government of Malaysia or of any State or being a body corporate is not incorporated for the purpose of commercial;
(b) any corporation a;
(c) any organization registered under any written law relating to co-operative societies; or (d) any trade union registered under any written law as trade unions;
"the listed corporation" means a perbadananan the securities or any class of security has been to referred to in the stock market of a stock exchange;
48 laws of Malaysia Act 671 "relevant Corporation", in relation to a Corporation means a corporation in relation to the first-mentioned Corporation pursuant to section 6 of the companies Act, 1965;
"service information" means — (a) broadcasting services;
(b) videoteks service or an interactive Teletext or broadcast or other similar services;
(c) online database service or other similar service; or (d) any other services as may be prescribed by the Commission, but does not include pricing of bonds;
"capital market services" means any services as determined by the Commission under section 76a, but does not include a regulated activity;
"Constitution", in relation to a company means a company's memorandum of Association and the company;
"participant" means — (a) any person can join one or more services provided by stock exchange or bursa derivatives; or (b) a person who, under the rules of an approved clearing Center, can join one or more of the services provided by the Center for settlement approval;
"participants of the depository" means a person to whom the provisions of section 9 of the Act the securities industry (central depositories) Act 1991 applies;
Capital markets and services 49 "party", in respect of the proposed agreement or released, means a person will become a party to the agreement if the agreement is to take effect;
"the foreign supervision authority" means a foreign authority or any other person who carries out functions equivalent to the function of the Commission under securities laws;
"premises" means any place (either closed or built it or not) and in particular, includes — (a) a building, aircraft, vehicle or vessel;
(b) any building, whether mounted or removable; and (c) the part of premises (including part of the premises of the type referred to in paragraph (a) or (b));
"capital market product" means — (a) securities;
(b) derivatives;
(c) a private pension scheme;
(d) a unit trust scheme;
(e) any products or calculation based on securities or derivatives, or any of its affiliates; and (f) any other products prescribed by the Minister as a product of the capital market;
"the clearing centre" means a person or activities include providing objective explanation facilities;
"the clearing Center approved" means an approved settlement Centre under section 38;
50 laws of Malaysia Act 671 "record" includes information recorded or stored by means of using the computer, electronic or digital medium or any other way to record or store;
"the accounting", in respect of a corporation, including invoices, receipts, orders for the payment of money, bills of Exchange, cheques, promissory notes, vouchers and other key entry and also includes any working papers and other documents as may be necessary to explain the methods and the calculation that an account is available and no matter however whatsoever compiled, recorded or stored;
"trade repository" means a body corporate that is approved under section 107B which collect and maintain the information or record relating to derivative transactions over the counter or position entered into by any person, including any terms and conditions applicable thereto, for the purpose of providing a centralized records storage facilities for derivatives over the counter;
"securities" means — (a) debentures, stocks or bonds issued or proposed to be published by any Government;
(b) the shares in, or debentures of, a body corporate or organization that is not incorporated; or (c) units in a unit trust or investment set, and includes any rights, options or interests in respect of which;
"official list", in relation to the stock market of a stock exchange, means a list specifying all of the securities have been admitted for quotation in the stock market the stock exchange;
"specified investment scheme" means an undertaking, scheme, contract or arrangement of enterprise, in relation to a prescribed investments;
Capital markets and services 51
"unit trust scheme" means any arrangement made for the purpose, or having the effect, providing facilities for participation as a beneficiary under a trust in profit or income arising from the acquisition, holding, management or disposal of — (a) securities;
(b) derivatives; or (c) any property or other assets;
"Commission" means the Securities Commission established under the Securities Commission Act 1993;
"company" has the meaning assigned to it in the companies Act, 1965;
"holding company" has the meaning assigned to it in section 5 and section 5a of the companies Act, 1965;
"Exchange holding company" means a body corporate which is a holding company of any body corporate approved as stock exchanges, derivative exchanges, depositories or approved as a Centre for clarification and that has been approved as an Exchange holding company under section 15;
"management company" means a company which through it or on its behalf a units of the Fund or scheme stipulated — (a) has been or is proposed to be published or offered for subscription or purchase; or (b) in respect of which an invitation to subscribe for or purchase is made, and includes any person who is currently carrying out the functions of the management company;
52 laws of Malaysia Act 671 "voting shares" has the meaning assigned to it in section 4 of the companies Act, 1965;
"The Deputy Executive Chairman" means the Deputy Executive Chairman appointed under paragraph 4 (2) (b) of the Securities Commission Act 1993;
"securities laws" has the meaning assigned to it in the Malaysian Securities Commission Act 1993;
"unit", in relation to a unit trust schemes, retirement schemes or private investment scheme set, means any right or interest in it doesn't matter by whatever name called and includes any subunit unit trust schemes, retirement schemes are private or specified investment schemes;
"representative" means a person, by whatever name called, in direct employment, or acting for or by arrangement with, a person carrying on business in any regulated activity, running for that person to any of the regulated activity (other work normally carried out by an accountant, clerk or cashier), whether or not he was given a reward, and whether their remuneration, if any, is in the form of salary , wages, Commission or otherwise.
(2) any reference in this Act of "this Act" or "securities laws" shall, unless otherwise expressly stated, includes a reference to any regulations, rules, orders, notifications or other subsidiary legislation made under this Act or any securities laws, as the case may be.
People associate 3. (1) a reference in this Act concerning a person who associates with another person shall be construed as a reference to — (a) a husband or wife, or any minors (natural or adopted children) or stepchildren under age, one;
Capital markets and services 53 (b) any employee or partner of the person;
(c) any other instructions or advice that person was normally or obliged to act;
(d) if the other person is a body corporate — (i) a Director or Secretary of the body corporate;
(ii) a body corporate which has a relationship with the other person; or (iii) a Director or Secretary of the body corporate in relation to it;
(e) if things are meant by the pronunciation was the extent of the power to exercise, or control the exercise of, the power of the vote given to the voting shares in a body corporate, any person whom the other people that have, or intend to make, an agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied — (i) by reason of any one of such persons may exercise , directly or indirectly, to control the use of, or substantially influence the conduct of, any voting power relating to shares in the body corporate;
(ii) for the purpose of control or influence the composition of the Board, or the conduct of affairs, the body corporate; or (iii) under which any person of that person can obtain from the person that the other shares in the body corporate or may be required to dispose of the shares according to the instructions of the other person;
54 laws of Malaysia Act 671 (f) if the article intended by the pronunciation was a matter other than the extent of the power to exercise, or control the exercise of, power vote relating to voting shares in a body corporate — (i) a corporation, a partnership with it the other person doing business in derivatives;
(ii) subject to subsection (2), a person who became a partner of the other person, other than by reason of dealing in securities or dealing in derivatives in partnership with the other person;
(iii) a trustee of a trust related to it the other person the benefit or could benefit other than by reason of the transactions made in the ordinary course of business related to the borrowing of money;
(iv) any person being a Director of a body corporate that carries on the business of dealing in securities or dealing in derivatives and that the other person is also a Director; or (v) subject to subsection (2), a person who is a Director of a body corporate of which the other person is an independent, not being a body corporate that carries on the business of dealing in securities or dealing in derivatives;
(g) a person whom the other person that, by virtue of any regulations inserted, should be considered in relation to all intended by the pronunciation;
Capital markets and services 55 (h) a person whom the person who the other is, or intends to be, associated, whether formal or informal, with any other way in respect of article intended by the pronunciation; or
(i) if the other person has made, or plans to make, a transaction, or has done, or intends to do, any act or other matter, with a view to being associated with someone as is mentioned in any of the previous paragraph, the last person mentioned.
(2) where, in proceedings under this Act, it is said that a person referred to in subparagraph (1) (f) (ii) or (v) has been associated with another person at a given time, the person shall be deemed to not have such associated in respect of item intended by the proceedings unless those who say the penyekutuan proves that the person who first mentioned at that time were aware of or reasonably ought to know details of material about that.
(3) a person shall not be associated with someone else counts by virtue of paragraph (1) (e), (g) or (h) solely by reason of such person to give advice to, or acting on behalf of, the other person upon his professional nature.
Interests in securities 4. (1) where any property held in trust consisting of or including someone knows or has reasonable grounds to believe that he has an interest, that person shall be deemed to have an interest in the securities.
(2) a right not to be an interest in securities if — (a) the right, that right or interest described in the definition of "interest" in section 84 of the companies Act 1965, was issued or offered to the public for subscribed or purchased;
56 laws of Malaysia Act 671 (b) members of the public have been invited to subscribe for or purchase any such right, and that right has been subscribed or purchased such; or (c) the rights held by the company management and has been issued for the purposes of an offer to the public in accordance with the meaning of section 84 of the companies Act 1965.
(3) a person shall be deemed to have an interest in a security if a body corporate has an interest in a security and — (a) the body corporate, or its directors are familiar, or duty, whether in formal or informal, to act in accordance with the instruction, direction or will of the person in respect of the securities;
(b) the person has controlling interest in the body corporate; or (c) the person, or an affiliate of that person or that person and its affiliates shall be entitled to exercise or control the exercise of not less than fifteen percent of votes relating to the voting shares of the body corporate.
(4) for the purposes of paragraph (3) (c), a person is an associate of another person if the first person mentioned is — (a) a corporation which, by virtue of section 6 of the companies Act 1965 deemed to have contact with another person it;
(b) any person in accordance with the instruction, direction or at one another that are familiar or duty, whether in formal or informal, to act in respect of securities referred to in subsection (3);
(c) any person accustomed or obliged, either formal or informal, to act in accordance with the instruction, direction or will of another person is in relation to the securities;
Capital markets and services 57 (d) a body corporate, or its directors who are familiar or duty, whether in formal or informal, to act in accordance with the instruction, direction or will of another person is in relation to the securities; or (e) a body corporate in accordance with the instruction, direction or at will, or in accordance with the instruction, direction or its needs, another person is accustomed or obliged, either formal or informal, to act in respect of the securities.
(5) a person shall be deemed to have an interest in any securities in any one or more of the following circumstances if he — (a) has made a contract to purchase securities;
(b) have the right, in addition because has an interest under a trust, to get so that a securities transferred to himself or according to the order, whether that right may be exercised at the time now or in the future and either fulfill a condition or not;
(c) has the right or authority to acquire securities or interest in a security under an option, whether rights or powers that can be carried out at the present time or in the future and either fulfill a condition or not; or (d) reserves the right, in addition because he has been appointed as proxy or representative to vote at meetings of members of a corporation or a class member, to exercise or control the exercise of a right relating to a security, which is not a security which he himself is the registered holder.
58 laws of Malaysia Act 671 (6) a person shall be deemed to have an interest in securities if the securities are held in association with one another.
(7) for the purposes of determining whether a person has an interest in a security is not material that the interest should not be linked to a specific securities.
(8) cannot be taken into consideration — (a) an interest in securities of a person who matters usually include lending money if he holds that interest only as security for the purposes of a transaction made in accordance with the exercise of the ordinary business of lending money is associated with;
(b) a person's interest in securities representing an interest held by him because he holds a post of the set; and (c) a prescribed interest in securities, which is the interest of such person, or the person is included in any class of persons, as may be prescribed.
(9) an interest in any securities should not be excluded only by reason of — (a) the interest of kejauhan;
(b) the way the interest arises; or (c) the fact that the exercise of a right conferred by such interest are subject, or may be subject to restrictions or limitations.
Appointment of securities, derivatives and capital markets products 5. (1) Notwithstanding the definition of "securities", "derivative securities", "Islamic" or "Muslim" derivatives under this Act and "of interest" as defined in subsection 84 (1) capital markets and Services Act 59 of the companies Act 1965, the Minister may, on the recommendation of the Commission, by order published in the Gazette, designate any instrument or product or class of instrument or product as — (a) securities;
(b) derivatives;
(c) capital market products;
(d) Islamic securities;
(e) Islamic derivatives; or (f) Islamic capital market products, for the purpose of securities laws.
(2) where an exemption has been granted under section 96 of the companies Act 1965, the Minister may, on the recommendation of the Commission, by order published in the Gazette, designate an exempt interest or a class or category of interest exception as — (a) the securities for the purposes of this Act or any other specific provisions of this Act; or (b) a derivative for the purposes of this Act or any other specific provisions of this Act.
(3) The designation made under subsection (1) or (2) in respect of securities, derivatives, capital markets products, Islamic securities, derivatives of Islam, or Islamic capital market products, the Minister may — (a) for the purpose of regulating the production, supply for subscription or purchase, or the making of an invitation to subscribe for or purchase, any securities or Islamic securities, determining the setting of any of the provisions of this Act applicable to securities or securities Islam;
(b) in the case of a derivative or derivatives of Islam, determining the setting in any of the provisions of this Act to apply to derivatives or derivatives Islam; and 60 laws of Malaysia Act 671 (c) for the purpose of regulating the production, supply for subscription or purchase, or the making of an invitation to subscribe for or purchase, any capital market products or products Islamic capital market, determining the setting in any of the provisions of this Act to apply to capital market products or the Islamic capital market products.
(4) for the purposes of this section, "interest" means interest as defined in subsection 84 (1) of the companies Act 1965.
The effect of the agreement be derivatives 6. If an agreement is not a derivative when it made into derivatives as a result of an action taken by any party to the agreement at a later time — (a) the parties to the agreement shall be deemed to have made a derivative at the time of the latter; and (b) the agreement shall be the derivatives referred to in paragraph (a).
Part II the STOCK MARKET and DERIVATIVES Market term the establishment of the stock market or the derivatives market 7. (1) one cannot establish, operate or maintain, or assist in establishing, operating or maintaining, or submitting himself as a hold, operate, or maintain, a stock market or the derivatives market instead of — (a) the stock market of a stock exchange;
Capital markets and services 61 (b) derivatives market a derivatives exchange;
(c) the market shares of a holding company of bursa which it itself approved as a stock exchange;
(d) derivatives market a holding company of bursa which it itself approved as a bursa derivatives;
(e) market is recognised;
(f) the exceptional stock market; or (g) derivatives market exception.
(2) (struck by A1499 Act).
(3) the Minister may, by order published in the Gazette, — (a) declare a stock market or particular derivatives market, or a stock market or the derivatives market are included in a class a stock market or particular derivatives market, the stock market as an exception or exceptional derivatives market for the purposes of this Act, subject to such terms and conditions as he may deem reasonable and appropriate after taking into account among other things, — (i) the type of securities or derivatives traded or to be traded;
(ii) types of participants;
(iii) types of investors; or (iv) total trade, in relation to the stock market or particular derivatives market, or the stock market or the derivatives market is included in the class of the stock market or that particular derivatives market; and 62 laws of Malaysia Act 671 (b) revoke any declaration made under paragraph (a) or amend any term or condition set out in the Declaration, taking into account, among other things, — (i) any breach of the terms and conditions set out in the Declaration; or (ii) any other matters as the Minister thinks fit.
(4) for the purposes of this section, the facilities specified in Schedule 1 which — (a) established and operated by the Central Bank; or (b) is operated by or on behalf of the Central Bank, shall be deemed to be exempt under subsection (3).
(5) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding ten million ringgit or to imprisonment for a term not exceeding ten years or both.
Chapter 2 1 — Subpenggal market institutions and Exchange Exchange holding company approved the Minister's power to stock exchange or bursa derivatives 8. (1) an application for the approval of bodies corporate as a stock exchange or bursa derivatives can be made in writing to the Minister.
(2) the Minister may, in writing, on the recommendation of the Commission, adopt a body corporate as a stock exchange or bursa derivatives, subject to such terms and conditions as he may think fit, if he is satisfied that — (a) the body corporate will ensure that, to the extent reasonably practicable, the capital markets and services 63 such Corporation will conduct an orderly and fair market in respect of securities or derivatives traded through its facilities;
(b) the body corporate will manage any risk associated with managing and its handling wisely;
(c) the body corporate, in fulfilling its obligations under paragraph (a), will not act contrary to the public interest and in particular the interests of investors;
(d) the body corporate is capable to take appropriate action against the Organization of the members or affiliates to whom the rules apply to any breach of the kaedah-kaedahnya;
(e) the rules of the body corporate make provision satisfactory — (i) for an orderly and fair market in respect of securities or derivatives traded through its facilities;
(ii) for the regulation and supervision of the necessary participant or its affiliate organizations on;
(iii) to exclude people who do not behave well and does not have the integrity of business organization are recognized as participant or its affiliate;
(iv) for the dismissal, suspension or pendisiplinan organization of the participant or its affiliates and any person acting on behalf of the Organization of the participant or its affiliate, due to conduct inconsistent with just and equitable principles in business or for breach or non-compliance with the rules of the relevant stock exchange or bursa derivatives;
64 the laws of Malaysia Act 671 (v) in respect of the conditions under which securities may be listed for trading in the market proposed to be carried out by the body corporate or under which derivatives can be traded in the market through its facilities;
(vi) with regard to the conditions governing business in securities or trading in derivatives which are carried out by the participant or its affiliate;
(vii) the securities or classes of derivatives that can be sold or traded through its facilities; and (viii) generally for carrying out the business of the relevant stock exchange or derivatives exchanges proposed by giving appropriate attention to the needs of investor protection and the public interest;
(f) the body corporate shall have the financial resources, manpower and other resources adequate at all times to ensure the provision of — (i) an orderly and fair market in respect of securities or derivatives traded through its facilities;
(ii) sufficient premises and equipped with proper for the conduct of its affairs;
(iii) that staff are competent for the conduct of its affairs; and (iv) automation system with sufficient capacity, security arrangements and facilities to cope with emergency; and (g) the public interest or that appropriate regulation to be achieved through the granting of approval.
Capital markets and services 65 (3) an application for approval under subsection (1) shall be sent to the Commission, and the Commission shall submit the application to the Minister, together with the recommendations of the Commission.
(4) An applicant under subsection (1) shall provide any information that the Minister or the Commission considers necessary in respect of the application.
(5) without limiting the generality of the terms and conditions set out in subsection (2), the Minister may, in writing, on the recommendation of the Commission, amend, revoke or impose new terms and conditions, if the Minister is satisfied that it is desirable to do so in order to protect investors or the public interest or the regulation of the stock market or the derivatives market accordingly.
The Commission shall adopt the amendments to the rules of the stock exchange, central clearing of derivatives exchanges or approved 9. (1) a stock exchange, central clearing of derivatives exchanges or approved shall as soon as practicable, deliver or cause to be submitted to the Commission for its approval any proposed rules or any proposed amendments to the existing rules.
(2) no amendment to the rules of a stock exchange, derivatives exchange or central clearing could take effect unless it is approved by the Commission under subsection (5).
(3) If a stock exchange, central clearing of derivatives exchanges or approved plan to make any amendments to the rules of his model, stock exchange, central clearing of derivatives exchanges or approved it shall deliver to the Commission — (a) the text of the amendment proposed; and (b) an explanation of the purpose of the amendments proposed.
66 laws of Malaysia Act 671 (4) where — (a) the proposed rules or amendments to existing rules involving the introduction of a class of derivatives, instruments in respect of a commodity, to offer for trade in a derivatives market derivatives exchange; and (b) the Minister responsible in respect of commodities is the Minister for the time being charged with the responsibility for plantation industries and commodities, the Commission shall refer to the Minister before the decision told bursa derivatives under subsection (5).
(5) the Commission shall, within six weeks after receiving any amendments proposed under subsection (1), give notice in writing to the stock exchange, central clearing of derivatives exchanges or approved such that it approve or not approve the proposed amendment or any part of the proposed amendment, as the case may be.
(6) the Commission may, by notice in writing, declare any class rules of a stock exchange, central clearing of derivatives exchanges or approved as a class rules that its amendments do not require the approval of the Commission under subsection (5), and thereby, any amendment to the rules of a stock exchange, central clearing of derivatives exchanges or approved belonging to that class shall, subject to subsection (7) and (8) , will take effect even if it is not approved such under subsection (5).
(7) if the Commission is of the view that any amendments to the rules of a stock exchange, central clearing of derivatives exchanges or approved under subsection (6) are not included in class methods declared by the Commission under that subsection as does not require his approval, the Commission may, after consultation with the stock exchange, central clearing of derivatives exchanges or approved it, the capital market and Stock Exchange requires 67 Service bursa derivatives or explanation the submit the amendments approved for his approval under subsection (5).
(8) (a) If a revised rules by the stock exchange, central clearing of derivatives exchanges or approved under subsection (6) is the subject of a requirements made by the Commission under subsection (7), the amendment shall cease to have effect from the date the Commission making the requirements or any later date specified by the Commission.
(b) this subsection shall not be effective until a reasonable period has been given to the stock exchange, central clearing of derivatives exchanges or approved it to notify the person affected by the amendments.
(9) Notwithstanding any other provisions of this section, the Commission may, from time to time, after consultation with the stock exchange, central clearing of derivatives exchanges or approved, by written notice require that stock exchange, central clearing of derivatives exchanges or amend or add to the approved its Constitution or any kaedah-kaedahnya in such manner and within such period as may be specified in the notice.
(10) a stock exchange, central clearing of derivatives exchanges or approved person who contravenes subsection (3) or who contravenes a requirement made under subsection (7) or a notice under subsection (9) commits an offence.
Appointment of Directors holding company stock exchange and bursa, bursa derivatives 10. (1) in relation to a holding company of bursa, bursa or bursa derivatives other derivatives exchanges or stock exchange referred to in subsection (2) — (a) one-third of the number of Directors on the Board of holding company of bursa, bursa derivatives stock exchange or, as the case may be, 68 laws of Malaysia Act 671 shall be appointed by the Minister, after consultation with the Commission, to be a public interest director holding company of bursa , stock exchanges or the derivatives exchanges and, notwithstanding the provisions of any written law, public interest Director appointed such — (i) shall have the rights, powers, duties and obligations, freedom and privileges equal to any director holding company of bursa, bursa or bursa derivatives thereof;
(ii) shall hold office for a term specified by the Minister, not exceeding a period of three years but shall be eligible for re-election; and (iii) may at any time, be revoked his appointment by the Minister;
(b) No person other than the Director of public interest referred to in paragraph (a) may accept appointment, reappointment, election or re-election as a Director of a holding company of bursa, bursa or bursa derivatives unless the consent of the Commission has been obtained; and (c) the Minister may, on the recommendation of the Commission, change the number of public interest Director appointed under paragraph (a).
(2) Notwithstanding subsection (1), in respect of the Board of a stock exchange or derivatives exchange, a subsidiary of holdings of Exchange, no person shall accept appointment, reappointment, election or re-election as directors of the stock exchange or the derivatives exchange unless the consent of the Commission has been obtained.
(3) the Minister shall, after consultation with the Commission, appoint a public interest Director from among appointed under subsection (1) as Chairman of the non-capital markets and services 69 Executive Board holding company of bursa, bursa derivatives stock exchange or, as the case may be, that his remuneration shall be determined by the Board of holding company of bursa, bursa derivatives stock exchange or, as the case may be.
(4) where the consent of the Commission required under subsection (1) or (2), the Commission may refuse to agree if — (a) any Director proposed that the bankrupt that has not been released, whether within or outside Malaysia;
(b) a debt judgment te rhadap a proposed Director is not paid in full or in part;
(c) the Director of a proposed have been, whether within or outside Malaysia, making a compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force;
(d) the Director proposed that — (i) has been convicted, whether in or outside Malaysia, an offence involving fraud or dishonesty or pensabitannya involve the finding that he acted fraudulently or dishonest; or (ii) has been convicted of an offence under securities laws; or (e) the Commission is not satisfied that the proposed directors with integrity and is a fit and proper person to be a Director.
(5) for the purposes of this section, a Director include someone who is Chief Executive.
70 laws of Malaysia Act 671 Duty bursa 11. (1) for the purposes of this section, sections 12, 13 and 27 — (a) "bursa" refers to a stock exchange or a bursa derivatives; or (b) "related person" means a participant's organization or a combination.
(2) it shall be the duty of the bursa to ensure, so far as reasonably practicable, an orderly and fair market in securities or derivatives traded through its facilities.
(3) in performing its duties under subsection (2), the Exchange shall be — (a) Act in the public interest by giving emphasis to the need for investor protection; and (b) ensure that if any interest required by sōichirō kuzuki under any law relating to the Corporation is inconsistent with the interest referred to in paragraph (a), the importance of which is then referred to shall be overcome.
(4) it shall be the duty of the exchanges to take appropriate action as provided under kaedah-kaedahnya for the purpose of monitoring or ensure compliance with the rules.
(5) an exchange shall immediately inform the Commission if the Exchange found out about — (a) any matter that affect, or may affect, the ability of any person related to perform its obligations with respect to the business of dealing in securities or of dealing in its derivative, including the ability of any person to comply with the requirements of related financial minimum prescribed under this Act; or capital markets and services 71 (b) any ketidakteraturan, a violation of any of the provisions of securities laws or rules of the Exchange or the clearing Center passed, or any other matters that, in the opinion of the Exchange, indicates or may indicate that the financial position or the financial integrity of any person related or Chief Executive or Director of the person to be questioned or can reasonably affected.
(6) without prejudice to subsection (5), when a bursa to censure, fine, suspend, dismiss or otherwise discipline any person thereof, it shall, within seven days, give the Commission in writing of the details of the following: (a) the name and address of the business of connected persons;
(b) the reasons for and the type of action taken;
(c) the amount of the fine;
(d) the period of suspension, if any; and (e) any other disciplinary action taken.
(7) an exchange shall at all times have the financial resources, manpower and other resources to ensure the provision of — (a) an orderly and fair market in respect of securities or derivatives traded through its facilities;
(b) the premises are adequate and properly equipped to carry out its business dealings;
(c) that staff are competent to conduct its affairs; and (d) automation system with sufficient capacity, security arrangements and facilities to cope with emergencies.
72 the laws of Malaysia Act 671 withdrawal of approval of the Exchange 12. (1) the Minister may, on the recommendation of the Commission, by notice published in the Gazette, and through such other means as may appear appropriate by the Commission — (a) withdraw approval given under section 8 to the Exchange, will take effect from the date specified in the notice; or (b) direct the Exchange so that cease to provide or operate any facility, or cease providing any service, as may be specified in the notice, will take effect from the date specified in the notice.
(2) the Minister may not revoke an approval or issue a direction under subsection (1) unless the Minister, on the recommendation of the Commission, is satisfied that it is desirable to do so in order to protect investors, or in the public interest or for the proper regulation on securities markets or derivatives, if any of the following circumstances occur: (a) the Exchange operates the stock market stalled or its derivative market , as the case may be;
(b) the Exchange is being wound up or otherwise dissolved, whether within or outside Malaysia;
(c) the Exchange has violated any of the terms or conditions of its approval or prosecuted for any offence under any securities laws;
(d) the Exchange does not comply with the conditions, requirements or instructions given under section 26, 354 or 355;
(e) any information provided for the purpose of section 8 is false or misleading in material particulars;
Capital markets and services 73 (f) debt judgment against the Exchange is not settled in full or in part;
(g) a receiver, receiver and Manager, or an equivalent was appointed, whether within or outside Malaysia, with respect to any property of the Exchange;
(h) the Exchange, whether within or outside Malaysia, compromise or holding of a scheme of arrangement with its debt providers, which is a compromise or arrangement that is still in force;
(i) the Exchange on their own will apply to the Minister in order to withdraw the approval of a stock exchange or bursa derivatives conferred upon him and the Minister, on the recommendation of the Commission, thought it appropriate to do so.
(3) for the purposes of paragraph (2) (a), an exchange shall be deemed to have ceased to handle the stock market or its derivative market, if the Exchange were halted from handling the stock market or its derivative market, as the case may be, for a period of one month unless the Exchange has received the permission of the Minister in advance to do so.
(4) Notwithstanding the withdrawal of the approval or issuance of a direction under subsection (1), the Minister may allow the exchanges to continue to carry out, on or after the date of the withdrawal or the instructions come into force, any of the activities affected by the withdrawal or direction as determined by the Minister in the notice published under that subsection for the purposes of — (a) shut the Exchange or discontinue the provision of services as may be specified in the notice; or (b) protect the interests of investors or the public interest.
74 laws of Malaysia Act 671 (5) where the Minister has given consent to an Exchange under subsection (4), the Exchange may not, on the ground that the exchange activities according to the truth, be deemed to be in breach of section 7.
(6) the Minister may not take any action under subsection (1) without giving the Exchange an opportunity to be heard.
(7) If an Exchange has ceased to comply with any term or condition specified in section 8, or if the Minister receives a recommendation from the Commission under this section, the Minister may, in addition to interesting approval under subsection (1), direct trading on the Exchange is suspended until such time that the Minister is satisfied, the Exchange has met these terms or conditions, or correct the things that form the basis of recommendations by the Commission , or until the Minister revokes such instructions.
(8) the Minister shall give to the Exchange's notice in writing not less than fourteen days notice of his intention to order the suspension of trading under subsection (7) and the notice shall specify the reasons for the suspension.
The effect of the withdrawal of approval of bursa 13. Any withdrawal of the approval or direction issued under section 12 shall not be operate to — (a) avoid or touch any agreement, transaction or arrangement made on the stock market or the derivatives market operated by a bursa, as the case may be, whether the agreement, transaction or arrangement made before or, if subsection 12 (4) applies, after the withdrawal of the approval or issuance of a direction under section 12; or (b) prejudice any right, obligation or liability arising under an agreement, transaction or arrangement.
Capital markets and services 75 Subpenggal 2 — holding company of bursa bursa holding arm 14. No body corporate can be an Exchange holding company or a holding company of a holding company of bursa, unless the body corporate has been approved as an Exchange holding company under section 15.
Minister's power to approve holding company Exchange 15. (1) an application for approval of a body corporate as a holding company of the Exchange can be made in writing to the Minister.
(2) the Minister may, in writing, on the recommendation of the Commission, adopt a body corporate as a holding company of bursa, subject to such terms and conditions as the Minister may think fit, if he is satisfied that it is desirable to do so — (a) for the protection of investors;
(b) in the public interest; or (c) for appropriate regulation a stock market of a stock exchange or a derivatives market a derivatives exchange.
(3) an application for approval under subsection (1) shall be sent to the Commission, and the Commission shall submit the application to the Minister, together with the recommendations of the Commission.
(4) An applicant under subsection (1) shall provide any information that the Minister or the Commission considers necessary in respect of the application.
(5) the Minister may, on the recommendation of the Commission, impose conditions or restrictions different or provide different instructions in respect of different application for approval as a holding company of bursa.
76 laws of Malaysia Act 671 (6) For the avoidance of doubt — (a) to the extent a company holding exchanges submit himself as, or to set up, operate or maintain a stock market of a stock exchange, the Exchange's holding company shall be approved in accordance with the provisions of section 8;
(b) to the extent a company holding exchanges submit himself as, or establish or maintain a central depository, holding company of the Exchange shall be approved in accordance with the provisions of sections 4 and 5 of the Act the securities industry (central depositories) Act 1991;
(c) to the extent a company holding exchanges submit himself as, or providing an explanation and solutions — (i) a stock exchange clearing centre; or (ii) a central clearing of derivatives exchange, the Exchange's holding company shall be approved in accordance with the provisions of section 38; and (d) in so far as a holding company of bursa submit himself as, or to set up, operate or maintain a derivatives market, a derivatives exchange, the Exchange's holding company shall be approved in accordance with the provisions of section 8.
(7) Notwithstanding any other provisions of this Act and the securities industry (central depositories) Act 1991, the Minister may, at his discretion, exempt the applicant from any of the requirements of section 8 or 38 of this Act or section 4 and 5 of the Act the securities industry (central depositories) 1991, as it thinks fit, for the purpose of giving his approval.
Capital markets and services 77 (8) Notwithstanding the provisions of section 38, the Commission may, with the approval of the Minister, exempt the applicant from any of the requirements of section 38, as it thinks fit, for the purpose of giving approval to the holding company of bursa as a center of settlement is approved.
Annual Regulatory compliance reports about ongoing requirements 16. (1) within three months after the end of each financial year, the body corporate has been approved as a stock exchange, derivatives exchanges or exchanges holding company shall prepare and submit to the Commission a report on the regulation about the extent to which the body corporate has complied with the requirements under section 11 and 21, and kaedah-kaedahnya, in that financial year.
(2) the Commission shall immediately submit a copy of the regulatory report submitted under subsection (1) to the Minister.
(3) for the purposes of subsection (1) — (a) If a stock exchange or derivatives exchange is a subsidiary of a holding company of bursa, the Commission may determine the entity is required to submit a report on the regulation; and (b) the Commission and the stock exchange, bursa derivatives or the Exchange holding company, as the case may be, may determine their scope and contents of the regulatory report.
(4) upon receipt of the report of the regulation under subsection (1), the Commission may at any time as it may deem necessary — (a) carry out the regulatory audit of a body corporate which has been approved as a stock exchange, bursa derivatives or share holding company, as the case may be;
78 laws of Malaysia Act 671 (b) appoint any independent person to assist the Commission in the regulatory audit conducted under this subsection; and (c) charge for costs related to the conduct of regulatory audit on the stock exchange, bursa derivatives or the Exchange holding company, as the case may be.
(5) the Commission shall as soon as practicable deliver to the Minister a copy of the audit report carried out by the regulatory Commission under subsection (4).
(6) for the purposes of this section — (a) "regulatory audit" refers to audit about the extent of the stock exchange, bursa derivatives or the Exchange holding company, as the case may be, have complied with the responsibilities, duties or function of the pengawalseliaannya under this Act, the rules and any securities laws; and (b) "regulatory report" is a report submitted under subsection (1).
Special report by the holding company exchange about ongoing requirements of compliance 17. Notwithstanding section 16, the Minister may, at any time, require a body corporate which has been approved as a stock exchange, a derivatives exchange's holding company or, as the case may be, to prepare and submit to the Minister a special report about the extent of the relevant stock exchange, bursa derivatives or the Exchange holding company, as the case may be, have complied with the requirements of the law and the rules of the securities.
79 Service capital markets and the withdrawal of the approval of the holding company of bursa 18. (1) the Minister may, on the recommendation of the Commission, by notice published in the Gazette, and through such other means as may be deemed appropriate by the Commission — (a) withdraw approval given under section 15 to a holding company of bursa, will take effect from the date specified in the notice; or (b) direct a holding company of the bursa so that cease to provide or operate any facility, or cease to provide such services as may be specified in the notice, will take effect from the date specified in the notice.
(2) the Minister may not revoke an approval or issue a direction under subsection (1) unless the Minister, on the recommendation of the Commission, is satisfied that it is desirable to do so in order to protect investors, or in the public interest or for the proper regulation on securities markets or derivatives, if any of the following circumstances occur: (a) the Exchange holding company cease to be a holding company or stock exchange bursa derivatives , as the case may be;
(b) the Exchange holding company is being wound up or otherwise dissolved, whether within or outside Malaysia;
(c) the Exchange holding company has violated any term or condition of his approval or has been prosecuted for any offence under any securities laws;
(d) the Exchange holding company does not comply with the conditions, requirements or instructions given under section 26, 354 or 355;
(e) any information provided for the purposes of section 15 are false or misleading in material particulars; or 80 laws of Malaysia Act 671 (f) holding company will own the Exchange upon request the Minister so withdraw approval as a holding company of bursa conferred upon him and the Minister, on the recommendation of the Commission, thought it appropriate to do so.
(3) Notwithstanding the withdrawal of the approval or issuance of a direction under subsection (1), the Minister may allow the Exchange holding company to continue to carry out, on or after the date on which the withdrawal or direction it comes into operation, the activities affected by the withdrawal or direction as determined by the Minister in the notice published under that subsection for the purposes of — (a) shut down the operation of the Exchange holding company or cease to provide the service as specified in the notice; or (b) protect the interests of investors or the public interest.
(4) where the Minister has given permission to a holding company Exchange under subsection (3), the Exchange's holding company may not, by virtue of the Exchange holding company activities in accordance with the truth, calculated in breach of section 7, 14 and 37 of this Act and section 3 of the Act the securities industry (central depositories) Act 1991, if applicable.
(5) the Minister may not take any action under subsection (1) without giving the Exchange holding company an opportunity to be heard.
The effect of the withdrawal of approval of the holding company of bursa 19. Any withdrawal of the approval or issuance of a direction under section 18 does not have effects that affect section 13 and 40 of this Act and section 5B of the Act the securities industry (central depositories) 1991.
Capital markets and services Listing 81 Exchange holding company on the stock exchange 20. (1) if approval by the Commission under section 214 have been given for a holding company of bursa securities listing on the relevant stock exchange, the Exchange's holding company shall make such arrangements as may be required by the Commission — (a) to manage the possibility of conflict of interest arising from the listing on the relevant stock exchange;
(b) for the purpose of ensuring the integrity of securities trading the Exchange holding company; and (c) to meet obligations as a listed company if the Exchange holding company becomes a corporation listed, and the Exchange's holding company shall comply with the requirements.
(2) listing the relevant stock exchange shall be deemed to authorize the Commission, instead of the relevant stock exchange, to make decisions and to take action, or to allow the Commission to require the relevant stock exchange is to make decisions and take action on behalf of the Commission on — (a) the receipt or removal of the Exchange holding company from the official list of the relevant stock exchange;
(b) termination or suspension of the Exchange holding company securities from listing on the stock exchange; and (c) such other matters as it deems fit by the Commission for the purposes of subsection (1).
(3) an arrangement under subsection (1) may provide that the Exchange holding company shall pay such fees to the Commission as may be determined by the Commission for the services provided by the Commission under the arrangement, or otherwise under or for the purposes of this section.
82 the laws of Malaysia Act 671 (4) without prejudice to the provisions of section 9, the Commission may, by notice in writing — (a) to modify the requirements of the relevant stock exchange listing is for the purpose of seeking listing for quotation or trading securities, the Exchange's holding company; and (b) exclude the Exchange holding company from any listing requirements of the relevant stock exchange.
(5) for the purposes of this section, "relevant stock exchange" means a stock exchange holding company Exchange.
The duty of the holding company of bursa 21. (1) it shall be the duty of the holding company Exchange to ensure that — (a) to the extent reasonably practicable — (i) an orderly and fair market in relation to securities traded in the market through stock exchange holding company Exchange or through any of its subsidiaries approved accordingly as a stock exchange, as the case may be;
(ii) a fair and orderly market for derivatives trading in the derivatives market derivatives exchange through Exchange holding company or through any of its subsidiaries approved accordingly as a derivatives exchange, as the case may be;
(iii) that there is proper security arrangements for business security deposited or lodged at a central depository through depositories holding company Exchange or capital markets and services 83 through any of its subsidiaries approved accordingly as a central depository, as the case may be;
(iv) that there is a clearance and settlement arrangements proper, clear and efficient for any securities transaction described or settled through the central clearing facilities for the stock market of a stock exchange or through any of the subsidiary of a holding company of bursa which is the center of the settlement passed, as the case may be; and (v) that there is a clearance and settlement arrangements proper, clear and efficient for any derivative transaction described or settled through a clearing Centre for a derivatives market a derivatives exchange or through any of its subsidiaries approved accordingly as a center of settlement of a derivative exchanges, as the case may be;
(b) prudent risk management in business and its operation; and (c) that the stock exchange, central clearing of derivatives exchanges, depositories approved or, as the case may be, to comply with any legal requirements conferred upon it under any securities laws or any other laws applicable to him.
(2) in carrying out its duties under subsection (1) of the Exchange holding company shall — (a) Act in the public interest, taking into account in particular the need to protect investors; and
(b) ensure that if his interest own or anything of interest are required to be carried out under any law relating to the Corporation is inconsistent with the interest referred to in paragraph (a), the importance of which is then to be overcome.
84 laws of Malaysia Act 671 (3) holding company exchange shall immediately inform the Commission if the Exchange holding company found out about — (a) any matter affecting or likely to affect — (i) the Exchange holding company's ability to meet its obligations with respect to its conduct as a holding company of bursa, bursa, bursa derivatives, clearing Center approved depositories or, as the case may be , including its ability to comply with such requirements as may be determined by the Commission, if applicable; or (ii) the ability of any subsidiary holding company the Exchange to meet their obligations with respect to its conduct as a stock exchange, central clearing of derivatives exchanges, depositories approved or, as the case may be, including the ability of any such subsidiary to comply with any requirements specified by the Commission, if applicable;
(b) any ketidakteraturan, breach of any provisions of the securities laws, the rules of a stock exchange, central clearing of derivatives exchanges, approved or depositories, or any other matters that, in the opinion of the Exchange holding company, indicates or may indicate that the financial position or the financial integrity of any subsidiaries or Chief Executives or directors of a subsidiary, as the case may be, or may reasonably be questioned are affected.
(4) If a holding company of bursa, which it itself has approved as a stock exchange under section 8, carrying out any function of a subsidiary company has been approved as a stock exchange under section 8 of the Exchange holding company shall make any arrangements of the capital markets and services 85 with the Commission as determined by the Commission to determine how the duties and obligations of holding company exchanges and the subsidiary under securities laws, are met.
(5) If a holding company of bursa, which it itself has approved as a central depository under section 5 of the Act the securities industry (central depositories) 1991, carrying out any function of a subsidiary that is approved as a central depository under section 5 of the Act, the Exchange holding company shall make any arrangement with the Commission as determined by the Commission to determine how the duties and obligations of holding company exchanges and the subsidiary under securities laws, are met.
(6) If a holding company of bursa, which it itself has approved as bursa derivatives under section 8, exercise any of the functions of the subsidiary company approved as a bursa derivatives under section 8 of the Exchange holding company shall make any arrangement with the Commission as determined by the Commission to determine how the duties and obligations of holding company exchanges and the subsidiary under securities laws, are met.
(7) If a holding company of bursa which it itself has approved as a Centre for clarification of a stock exchange or derivatives exchanges under subsection 38 (4), carrying out any function of a subsidiary company approved as an approved settlement Centre under subsection 38 (4), the Exchange's holding company shall make any arrangement with the Commission as determined by the Commission to determine how the duties and obligations of holding company exchanges and the subsidiary under securities laws, are met.
(8) if the duties and obligations of a stock exchange, central clearing of derivatives exchanges, depositories approved or, as the case may be, are implemented in accordance with the arrangement referred to in subsection (4), (5), (6) or (7), duties and obligations shall be deemed to have been met by both companies holding exchanges and its subsidiaries.
86 the laws of Malaysia Act 671 (9) If the rules of a subsidiary of a holding company Exchange is a stock exchange, central clearing of derivatives exchanges, approved or depositories provide for the subsidiary to take any action, the Exchange holding company shall have power to take such action on behalf of the relevant subsidiary.
(10) Nothing in subsection (9) may prevent a subsidiary of a holding company Exchange is a stock exchange, derivatives exchanges, clearing Center approved depositories or from taking their own actions against any person for which kaedah-kaedahnya applies but the subsidiary cannot take any action under kaedah-kaedahnya in the circumstances if the Exchange holding company taking action pursuant to subsection (9).
The risk management Committee of the Exchange holding company 22. A holding company of the bursa should establish and maintain a Committee, called the risk management committee, to formulate policy in matters of risk management relating to the activities of the Exchange's holding company and its subsidiaries, and to submit the policy to the Board of the Exchange holding company for its consideration.
Restrictions on holding company exchange of reducing shareholdings 23. There are no holding company Exchange can reduce its holdings in a stock exchange, central clearing of derivatives exchanges, depositories approved or, as the case may be, to a level of under seventy-five per cent, or such other percentage as may be determined from time to time by the Minister, of the total paid-up share capital and issued in the stock exchange, derivatives exchanges, clearing center or the approved depositories , as the case may be, without the prior written consent of the Minister in advance.
Capital markets and services 87 Disposal and acquisition, etc.
24. (1) without prejudice to the provisions of section 23, if — (a) the holding company of bursa;
(b) the relevant stock exchange;
(c) derivatives exchange;
(d) the approved settlement Centre;
(e) central depositories; or (f) any other body corporate as defined under subsection 26 (5),
intends to make an agreement or arrangement, to dispose of or acquire any assets or classes of assets at such value as may be determined by the Commission, it shall give written notification to the Commission to be the intention in advance.
(2) where the Commission makes a determination under subsection (1), the Commission shall take into account whether the assets referred to in the determination that is integral to the operating holding company of bursa, bursa, bursa derivatives, clearing Center, approved depositories or any other body corporate, as the case may be, or important in influencing the direction of transactions that person.
Shareholding control of the company holding the bursa 25. (1) Notwithstanding section 24, no person shall make any agreement or arrangement to acquire any voting shares of a holding company of bursa which, if the agreement or arrangement, he will acquire, together with any voting shares of the Exchange holding company that is currently held by him, or by him and those who associated with him, voting shares of five percent or more of the aggregate nominal amount of all the voting shares in the Exchange's holding company , without obtaining the prior written approval of the Minister.
88 the laws of Malaysia Act 671 (2) an application for approval under subsection (1) shall be made by the person who intend want to acquire voting shares referred to therein and shall be sent to the Commission, and subsequently the Commission shall forward the application, together with the syornya to the Minister.
(3) the Minister may give its approval subject to such terms and conditions as he thinks fit to impose.
The authority to issue instructions 26. (1) the Commission may deliver a written notice to a holding company of bursa, bursa, bursa derivatives, clearing Center, approved depositories or related body corporate if the Commission is satisfied that — (a) conflict occurs or may occur between — (i) the importance of a body corporate which has been approved as a holding company of bursa, bursa, bursa derivatives, clearing Center, approved depositories or body corporate related , as the case may be; and (ii) the importance of the implementation of the necessary functions or duties conferred by this Act or any other law, to their holding company of bursa, bursa, bursa derivatives, clearing Center, approved depositories or related body corporate, as the case may be;
(b) conflict of interest as mentioned under paragraph (a) is likely to ongoing or repeated; or capital markets and services 89 (c) it is necessary or expedient to — (i) to ensure a fair and orderly market;
(ii) the protection of investors, or in the public interest;
(iii) ensuring the integrity of the capital markets; or (iv) administration of the securities laws effective.
(1a) if the Commission's exercise of its powers under subsection (1), the Commission may specify the reason to support the reasons for the notice and direct any person referred to under subsection (1) to immediately take any action specified in the notice, including measures relating to any of the Affairs, transaction or their wealth.
(2) a notice served under subsection (1) shall take effect immediately.
(3) a body corporate which has been delivered to him a notice under subsection (1) cannot be without reasonable cause, fails to comply with the notice.
(4) a body corporate which has been delivered to him a notice under subsection (1) may appeal against the notice to the Minister not later than fourteen days after the date of service of the notice or such longer period, if any, as may be determined by the Commission in the notice, but the notice shall have effect immediately even if the appeal has been or may be made under this subsection.
(5) for the purposes of this section, "related body corporate" means a body corporate that is an Exchange holding company shareholders who, either singly or with any associated person, entitled to exercise or control the exercise of more than thirty-three percent of the aggregate nominal amount of all voting shares in the body corporate.
90 laws of Malaysia Act 671 (6) Notwithstanding anything contained under securities laws, if the Commission thinks necessary or expedient for the protection of investors or the administration of the securities laws that are effective or in the public interest, the Commission may perform any duty of the stock exchange or bursa derivatives relating to — (a) the supervision of capital markets and market participants; or (b) the enforcement of — (i) the rules governing the stock exchange quotation of securities in the stock market and stock exchange listing requirements; or (ii) the rules of compliance by the participant organisation or a combination of stock exchange bursa derivatives.
(7) if the Commission's exercise of its powers under subsection (6), subsection 11 (4) shall not apply to the extent of the powers exercised by the Commission.
(8) If the Commission's exercise of its powers under subsection (6), it may impose a levy on stock exchange or derivatives exchange, a regulatory fee with an amount as may be prescribed by the Minister.
The closure of the stock exchange or derivatives exchange 27. (1) the Minister may, on the recommendation of the Commission, ordered a bursa to close a stock market or the derivatives market of the bursa.
(2) in the exercise of its powers under subsection (1), the Minister may, on the recommendation of the Commission — (a) direct the Exchange to close the stock market or the derivatives market for a period not exceeding five days dealing; and (b) extend the closure of the stock market or the derivatives market under paragraph (a) for such further periods each of not more than five days transacts.
Capital markets and services 91 (3) the Minister shall specify the reasons for the closure of the instructions given and the reason for any extension of the closure under subsection (2).
(4) the Commission may make recommendations in subsection (1) if the Commission is of the view that a proper and fair markets for trading of securities on a stock market or trading derivatives in a derivatives market, an Exchange is being or is likely to be blocked because —
(a) the emergency or disaster occurred in Malaysia; or (b) exist economic crisis or finance or any other circumstances within or outside Malaysia.
(5) the Commission shall, as soon as practicable, provide a copy of the order or extension under subsection (2) to the center of the settlement approved and ordered the clearing Center approved to do everything reasonably possible to give effect to instructions or extension instructions or extension of that time remain in force.
(6) in this section — "dealing day" means any day on which there is an official trade in Exchange for the closure;
"fair market" includes but is not limited to a market that reflects the force of supply and demand.
The power of the Commission in respect of the relevant stock exchange or bursa derivatives 28. (1) where the Commission's exercise of its powers under subparagraph 26 (1) (c) (i) or (ii), the Commission shall specify in the notice, action to be taken, including any of the following: (a) prohibit certain securities trade or a class of securities which are made available by a corporation on the stock market of a stock exchange;
92 the laws of Malaysia Act 671 (b) terminate or suspend trading on a stock exchange or bursa derivatives;
(c) restrict trade to pelikuidasian derivative position;
(d) direct pelikuidasian all positions or any part thereof or a reduction in those positions;
(e) restrict trade to a specific price range;
(f) modify the days or time trade;
(g) amend the terms penghantarserahan;
(h) prescribing prices solution at the position that you want to dilikuidasikan;
(i) require any person to act in the manner specified in respect of trading in securities or derivatives or any class of securities or derivatives;
(j) require additional margin or margin for any securities or derivatives; and (k) modify or suspend any rules of the stock exchange or bursa derivatives.
(2) if the Commission issued a notice in accordance with subparagraph 26 (1) (c) (i) or (ii), the Commission shall submit a written report stating the reason for giving the notice to the Minister.
(3) any person aggrieved by any action taken by the Commission under this section may appeal to the Minister of natural resources whose decision shall be final.
Capital markets and services 93 (4) Notwithstanding any appeal under subsection (3), any action taken by the Commission under this section shall remain in force and effect until the time the Minister makes the decision on the appeal.
(5) a stock exchange, central clearing of derivatives exchanges or passed, as the case may be, shall comply with the notice issued pursuant to subparagraph 26 (1) (c) (i) or (ii).
The provision of assistance to the Commission 29. (1) a holding company of bursa, bursa, bursa derivatives clearing centre or approved shall give any assistance to the Commission, or to a person acting on behalf or under the authority of the Commission, which is reasonably required by the Commission or the person including forwarding any statement, and the provision of any information relating to the conduct of a holding company of bursa, bursa, bursa derivatives or the approved settlement Center or with respect to any business or trading in securities, derivatives or any other information required by the Commission or the person for the proper administration of securities laws.
(2) a person acting on behalf of, or authorized by, the Commission shall be entitled at any reasonable time to get full access and free for any purpose of this Act to trade a stock market of a stock exchange or a derivatives market a derivatives exchange.
(3) a person who is refused or not, without a legitimate reason, allowing a person acting on behalf of, or authorized by, the Commission, access in accordance with subsection (2) to trade a stock market of a stock exchange or a derivatives market a derivatives exchange commits an offence and shall, on conviction, to a fine not exceeding five hundred thousand dollars or to imprisonment for a term not exceeding three years or to both.
94 laws of Malaysia Act 671 stay order relating to stock exchange, derivatives exchanges, clearing Center approved depositories or 30. (1) without prejudice to section 12, 27 or 28, if the Minister is satisfied that it is in the public interest, or appropriate to do so for the protection of investors or for the proper regulation of a stock exchange, central clearing of derivatives exchanges, depositories or approved, the Minister may, on the recommendation of the Commission, make an order ("suspension order") relating to all or any of the following: (a) the functions of the Board of the stock exchange bursa derivatives, clearing centre or approved depositories, or any member of the lembaganya;
(b) the function of any Committee (including a Sub-Committee) established by the Board referred to in paragraph (a); or (c) the functions of the principal officers, by whatever name called, which is responsible for the conduct of transactions and handling stock exchange, central clearing of derivatives exchanges, depositories approved or, as the case may be.
(2) as long as an order of suspension effect, the following provisions shall apply: (a) there is an even function intended by the order can be implemented by any Board, Committee or officer;
(b) any of the functions to which paragraph (a) applies may be effected by any person which shall be specified in such order in respect of such functions; and (c) a person referred to in paragraph (a) may not, by Act or omission, either directly or indirectly, affect the way that the functions referred to in that order be implemented unless the person who will perform the functions under paragraph (b) request the bantuannya.
Capital market and 95 Service (3) subject to subsection (6), an order of suspension shall remain in force for such period, i.e. a period not exceeding six months, which is specified in the order.
(4) an order of suspension or any pelanjutannya under subsection (6) shall come into operation when a copy of the order or notice of extension is served under paragraph 7 (a) to a stock exchange, central clearing of derivatives exchanges, depositories approved or intended by the order.
(5) without prejudice to subsection (4), if an order of suspension is made or such order is extended under subsection (6), the Commission shall, if such can be implemented, as soon as reasonably practicable, give a copy of the order or the notice of pelanjutannya, as the case may be, to the main stock exchange, central clearing of derivatives exchanges, depositories approved or intended by the order and to any member of the governing body (if any) as the Commission considers appropriate in accordance with the circumstances.
(6) the Minister may, on the recommendation of the Commission, extend the period of the stay order shall remain in force for any further periods each of not more than three months.
(7) where a suspension order is made or extended under this section, the Commission shall — (a) forthwith serve a copy of the order or notice in writing of the extension to the stock exchange, central clearing of derivatives exchanges, depositories approved or intended by the order; and (b) cause the suspension order or notice of the extension, as the case may be, is published at least in one national language daily newspaper and one English language daily newspaper.
96 laws of Malaysia Act 671 (8) a person who contravenes a stay order issued under subsection (1) commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or both.
(9) for the purposes of this section, "principal officer" includes any person, by whatever name called, which either individually or in association with one or more other persons, is responsible for the conduct of the business and the administration of the stock exchange, central clearing of derivatives exchanges, approved or depositories.
The power of the Commission upon breach of section 23, 24 or 25 31. (1) Notwithstanding any provision in any memorandum of Association and the companies Act, 1965, or any specific area of law, but subject to the provisions of this Act, if the Commission is satisfied that any person has violated the provisions of section 23, 24 or 25, the Commission may make an initial order in writing, which carry one or more of the following prohibitions or restrictions as may be applicable or appropriate in the circumstances of the infringement in respect of any shares which is a matter of the infringement : (a) prohibits the transfer of, or performance of the agreement or arrangement to transfer, any voting shares, or, in the case of unissued shares, prohibits the transfer of, or performance of the agreement or arrangement to transfer, the right to be published with it;
(b) prohibit the use of any voting rights in respect of the shares;
(c) prohibit the publication of any further shares from the share rights in or pursuant to any offer made to the holder thereof; or (d) except in pelikuidasian, prohibits the payment of any sum of money payable by a holding company of the bursa on the shares, whether in respect of capital or otherwise.
Capital markets and services 97 (2) a preliminary order made under subsection (1) shall be delivered to the person in default as soon as reasonably practicable, and may be published in such manner as it deems fit by the Commission, if in the opinion of the Commission of the order must be published.
(3) a preliminary order shall be binding on the person who is in default, any person who currently holds voting shares to which the order applies, and any other person specified in the order or to whom the order is directed.
(4) No person shall be given an opportunity to be heard before the Commission makes an initial order under subsection (1) or menyentuhnya to it by any other means.
(5) any person against whom an order of default initial has been made, or any person affected by the order, may within fourteen days from the submission of the order to the disbelievers, make representations in writing to the Commission seeking to set aside the order on the ground that the person does not contravene the provisions of the order related to it have been made , or to modify the order on the ground that it is fairly and should be to modify the order for reasons which shall be set out in the representation.
(6) the Commission may, after considering the representations made under subsection (5), either confirm, cancel or amend the initial order in such manner as it thinks fit.
(7) if the Commission confirms an order beginning, the Commission may make an order to shareholders for which the initial order applicable, instruct the holder to dispose of the shares.
(8) the Commission may give any direction or instruction to the Director or an officer of the holding company of bursa, bursa, bursa derivatives, clearing Center, approved depositories or any body corporate related 98 laws of Malaysia Act 671 as defined under subsection 26 (5), as the case may be, as may be necessary or essential to give effect to any order of the Commission under this section , or additional or incidental, arising from the order.
(9) any transaction, including any agreement or arrangement in respect of any share, in violation of any of the initial order, or any order certified under subsection (6), or any direction or instructions given by the Commission under subsection (8), shall be void and has no effect.
(10) any person who contravenes any order of initial, any order certified under subsection (6), or any direction or direction given under subsection (8), commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding five years or both.
(11) the Commission can be satisfied under subsection (1) that the provisions of section 23, 24 or 25 has been violated by any person regardless of whether or not there is any prosecution against any person for such violation.
Subpenggal General 3 — 32 — 33. (Struck by A1499 Act).
4 — Subpenggal recognised Market Operator the market recognized 34. (1) for the purpose of paragraph 7 (1) (e), the Commission may upon application of a person, register the person as a recognised market operator subject to such terms and conditions as may be deemed necessary by the Commission.
(2) the Commission may, from time to time, add to, amend, change or revoke any terms and conditions imposed under subsection (1).
Capital markets and services 99 application for registration 35. (1) an application under subsection 34 (1) shall be accompanied by any documents and information and in such a way that the Commission can be determined.
(2) if the applicant under subsection 34 (1) is operator of the stock market or the derivatives market outside Malaysia, the Commission may, in the register the applicant as a recognised market operator, taking into account, either — (a) the applicant has been allowed to operate a stock market or the derivatives market in the foreign jurisdiction;
(b) the applicant is from a jurisdiction recognised and comparable; and (c) the Commission has a regulatory arrangement with foreign supervisory authorities.
(3) Notwithstanding subsection (1) and (2), the Commission may, with the consent of the applicants, making the application under subsection 34 (1) as an application under section 8 if the Commission is of the view that the applicants would be more appropriately regulated as a stock exchange or bursa derivatives approved.
The duty of the operator recognised market 36. Recognized market operator shall — (a) to comply with any direction issued by the Commission, whether of a general or specialized, and the recognised market operator shall give effect to such directions; and (b) provide any assistance to the Commission, or to a person acting on behalf or under the authority of the Commission, which is reasonably required by the Commission or the person.
100 laws of Malaysia Act 671 withdrawal registration 36a. (1) subject to subsection (4), if the Commission is satisfied that it is appropriate to do so in the interest of investors, in the public interest or for the maintenance of an orderly and fair market, the Commission may, by notice in writing, withdraw the registration with effect from the date specified in the notice.
(2) the notice referred to in subsection (1) shall state the reasons in support of the withdrawal.
(3) Notwithstanding the revocation under subsection (1), the Commission may allow that person to continue, on or after the date of the withdrawal is to take effect, to carry on such activities affected by the withdrawal, as determined by the Commission in the notice for the purpose of — (a) close the recognised market conduct associated with the withdrawal; or (b) protect the interests of investors or the public interest.
(4) where the Commission has given permission to a person under subsection (3), that person cannot, for it to carry out in accordance with the authorization given, be deemed to be in breach of section 34.
(5) the Commission may not exercise its powers under subsection (1) in relation to recognised market operator who has been registered under subsection 34 (1) unless the Commission has given the recognised market operator an opportunity to be heard.
(6) any withdrawal of registration made under this section shall not have effect to — (a) avoid or touch any agreement, transaction or arrangement made by recognised market operator whether the agreement, transaction or arrangement that was made before or after the revocation of the registration under subsection (1); or (b) prejudice any rights, obligations or liabilities arising out of an agreement, transaction or arrangement.
Capital markets and services 101 36b status changes. (1) the Commission may, on the application of recognised market operator or on their own initiatives, from time to time, review the status of recognized market operator under this Subpenggal.
(2) the Commission may, after a review conducted under subsection (1), require the recognised market operator to make an application to the recognised market became a stock exchange or bursa derivatives approved under section 8.
(3) the Commission may not exercise its powers under subsection (2) without giving the person an opportunity to be heard.
Subpenggal 5 — clearing Center Approval to establish or operate facilities settlement 37. (1) No person shall establish or operate a clearing centre facilities unless that person has been approved to set up or operate a facility an explanation under subsection 38 (4).
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
(3) subsection (1) shall not apply to any person who provides, or forward as provides clearing for facilities, something exceptional or stock market derivatives market exception.
The power of the Commission to approve the settlement Center 38. (1) an application for approval to establish or operate a Centre for clarification should be made in writing to the Commission and shall be accompanied with a copy of the rules proposed clearing center that includes a copy of its Constitution and any information as may be required by the Commission.
102 the laws of Malaysia Act 671 (2) rules of a proposed settlement of the Centre must provide regarding — (a) the provision of efficient clearing Center in connection with securities and derivatives that are cleared through the facilities be;
(b) Regulation and supervision of the necessary participant or its affiliate organizations that use the facilities be;
(c) the clearing centre to enter into contracts with organisations participants or a combination of the organization under which the participant or a combination agree to be bound by the rules of the clearing centre;
(d) the making of rules, including the rules provide for a way to resolve disputes quickly and fair —
(i) some clarification and organization of the participant or its affiliate; and (ii) between the participant or a combination of that and his client;
(e) the dismissal, suspension or discipline organization participant or a combination for not complying with the rules of the clearing centre; and (f) the provision of a satisfactory for class securities or derivatives that can be explained through its facilities.
(3) the proposed settlement Centre shall at all times have the financial resources, human resources and other resources are sufficient to ensure that the provisions of — (a) the premises are equipped with adequate and proper for the conduct of business;
(b) the staff of the authority for the conduct of business; and (c) automation system with capacity, security arrangements and adequate facilities to cope with emergencies.
Capital markets and services 103 (4) If the Commission is satisfied that it is desirable to do so in the public interest, or for proper regulation for clarification, the Commission may, with the agreement of the Minister by notice in writing, approve the person to establish or operate a clearing centre subject to such conditions as it deems fit by the Commission.
(5) the Centre shall provide an explanation of the central facilities of the stock market for an explanation of the relevant stock exchange or for a derivatives market for related derivatives exchange, as the case may be.
Withdrawal of approval of 39. (1) the Commission may, with the agreement of the Minister, by notice in writing — (a) withdraw approval given under subsection 38 (4) to an approved settlement Centre with effect from the date specified in the notice; or (b) direct the approved settlement Center to stop the preparation or handling, or stop to provide such facilities, as may be specified in the notice, will take effect from the date specified in the notice.
(2) the Commission may not withdraw his approval or issue a direction under subsection (1) unless the Commission is satisfied that it is appropriate to do so for the sake of investor protection or in the public interest or for the proper regulation of clearing and settlement of transactions in securities or derivatives, if any of the following circumstances occur: (a) the approved settlement Centre provides facilities cease explanation;
(b) the approved settlement Centre is being wound up or otherwise dissolved, whether within or outside Malaysia;
104 the laws of Malaysia Act 671 (c) the clearing Center has violated section 9 or any term or condition of his approval or have been charged for any offence under any written law securities;
(d) the approved settlement Centre has not complied with the conditions, requirements or instructions given under section 26, 354 or 355;
(e) any information provided for the purposes of section 38 is false or misleading in material particulars;
(f) a debt judgment against the approved settlement Centre is not paid in full or in part;
(g) a receiver, receiver and Manager, or someone equivalent was appointed, whether within or outside Malaysia, in respect of or in respect of any property of the approved settlement Centre;
(h) the clearing Centre has been approved, either within or outside of Malaysia, making compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force; or (i) the approved settlement Centre on its own will apply to the Commission to withdraw the approval given to it and the Commission, with the agreement of the Minister, thought it appropriate to do so.
(3) for the purposes of paragraph (2) (a), the clearing Center approved shall be deemed to have ceased providing facilities explanation if the approved settlement Center have stalled the amenities for a period of one month unless the approved settlement Center has been approved by the Commission in advance to do so.
Capital markets and services 105 (4) Notwithstanding the withdrawal of the approval or issuance of a direction under subsection (1), the Commission may allow a person who is approved to provide clearing facilities to continue to carry out, on or after the date on which the withdrawal or direction it comes into operation, the activities affected by the withdrawal or direction as may be determined by the Commission in the notice published under that subsection for the purposes of — (a) shut down the operation of the approved settlement Center or discontinue the provision of services specified in the notice; or (b) protect investors or in the public interest.
(5) where the Commission has given permission to the approved providing an explanation under subsection (4), the person may not, for reasons he carried out according to the truth, be deemed to have breached section 37.
(6) the Commission cannot take any action under subsection (1) without giving the person an opportunity to be heard.
The effect of the withdrawal of approval of 40. Any withdrawal of the approval or direction issued under section 39 does not operate to — (a) avoid or touch any agreement, transaction or arrangement through the approved settlement Center whether the agreement, transaction or arrangement is made before or, if subsection 39 (4) applies, after the withdrawal of the approval or issuance of a direction under section 39; or (b) prejudice any rights, obligations or liabilities arising out of the agreement, transaction or arrangement.
106 the laws of Malaysia Act 671 Subpenggal 5a — General Interpretation 40a. In this Subpenggal, unless the context otherwise requires — "connected persons" means a stock exchange, bursa derivatives, the market recognized clearing centre approved depositories or, as the case may be;
"senior officer" means a person, other than the Chief Executive Officer or Director having authority and responsibility for planning, directing or controlling the activities of connected persons, including Chief Operating Officer, members of the Committee decision makers and others who perform the primary functions such as risk management, compliance, internal audit or other functions as determined by the Commission;
"statutory Manager" means a person appointed by the Commission under this Subpenggal for the purpose of managing the whole or any part of the business and Affairs of the person concerned.
Publication of notice of suspension of trading or closure of 40b. If an action is taken by the Minister or the Commission under section 12, 18, 27, 28, 354 or 355, as the case may be, the Commission shall publish a notice of the action taken in such a way that it was found suitable by the Commission.
The right stock exchange, central clearing of derivatives exchanges or approved are not affected by the law relating to contract 40c. There is nothing in any law relating to contract, as far as ketidakselarasannya with the provisions of this Act or the rules of the stock exchange, capital markets and services 107 bursa derivatives clearing centre or approved, would render unenforceable or otherwise affects — (a) any right granted to a stock exchange, central clearing of derivatives exchanges or approved in respect of securities or derivatives, as the case may be , under this Act or kaedah-kaedahnya;
(b) any rights to be given to a party to a securities or derivatives made in the stock market of a stock exchange, a derivatives market a derivatives exchange, the stock market an exceptional, exceptional derivatives market or any other market approved under this Act or the rules of a stock exchange, central clearing of derivatives exchanges or passed, as the case may be; or (c) anything done or left than done under or in connection with securities or derivatives made in a stock market of a stock exchange, a derivatives market derivatives exchange, the stock market an exceptional, exceptional derivatives market or any other market approved under this Act, as the case may be.
The power of the Commission to appoint a statutory Manager 40d. (1) without prejudice to any provision in this part, for the purpose of reducing and managing systemic risks in the capital market or if the Commission found it is — (a) in the public interest;
(b) for the protection of investors;
(c) to appropriate regulation for connected persons; or (d) necessary in the exercise of its powers under section 30, the Commission may appoint a statutory Manager.
108 the laws of Malaysia Act 671 (2) the Commission may — (a) in the case of a recognized market; or (b) with the prior approval of the Minister, in the case of a stock exchange, a derivatives exchange, clearing Center and approved depositories, appoint a statutory Manager for — (A) carry out, implement and deliver with respect to connected persons, all powers, duties and functions conferred or imposed, or submitted to connected persons, by or under any written law or of Association of the person; and (B) take possession of, and use of any movable or immovable property such as used by connected persons, for the purpose of conduct or the conduct of the people.
(3) if the Commission were to appoint a statutory Manager under subsection (2), the Commission may do all or any of the following order in writing to — (a) provide access to the assets of the person related to the statutory Manager;
(b) transferring control of the whole or part of the business or Affairs of the person concerned and the management of the whole or any part of the business and Affairs of the person related to the statutory Manager; or (c) withdraw any direction to any person including the statutory Manager in relation to the management of the whole or any part of the business or Affairs of the person concerned.
(4) every exercise, the exercise or performance of any powers, duties and functions by statutory person under subsection (2) shall be valid and effective as if it were executed or fulfilled by connected persons.
Capital markets and services 109 (5) the Commission may, within the period of an order under this section, the suspend function, rights and privileges of any of the directors, Chief Executive officers or senior officers of the connected persons, and for an extended period, as determined by the Commission.
(6) If an order has been made under this section, the Commission shall, as soon as reasonably practicable, give a copy of the order, to the principal officer connected persons intended by the order and to any member of the governing body, if any, as the Commission considers appropriate in the circumstances.
(7) If an order has been made under this section, the Commission shall cause the order published at least in one national language daily newspaper and one English language daily newspaper.
(8) an order made under this section shall become effective on the date specified in the order.
Help and access to information, etc.
40e (1) connected persons or any of its directors, Chief Executive Officer, Secretary, employees or agents and any other auditor appointed by the person, shall be — (a) give all necessary assistance; and (b) allow full access and free for all information, documents, system, trade facilities, or any other property relating to the arrangement or the conduct of the person related to a statutory Manager, to enable the statutory Manager perform the powers, duties and functions set out in an order made under section 40d.
110 laws of Malaysia Act 671 (2) any person referred to in subsection (1) who refuses or fails, without valid excuse, to allow statutory Manager access according to this section commits an offence.
(3) any person referred to in subsection (1) who, with the intention to be frustrating the purposes of this section or with intention to be prevent, delay or prevent the statutory Manager of the exercise of any powers, duties and functions under this section — (a) destroys, conceals or alters any information, documents, system, trade facilities, or any other property relating to the arrangement or operation of connected persons; or
(b) sending or attempting to send or plotting with any others to send out from Malaysia of any document or any property of any description belonging to or in the disposal or under the control of the relevant person, commits an offence.
(4) any person who commits an offence under this section shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or both.
Remuneration, expenses and indemnity of Chartered Manager 40f. If the statutory manager appointed under subsection 40d (2) — (a) his remuneration and any expenses that should have been done by him; and (b) any indemnity himself entitled, shall be charged on and paid out of, any property or assets of the person related, which is in the custody or control of the statutory Manager.
Capital markets and services 111 annual fee payable 40 g. (1) the person shall pay to the Commission an annual fee or any other fees, as may be prescribed by the Commission.
(2) any fees paid to the Commission under this section shall be paid into the Fund established under section 23 of the Securities Commission Act 1993.
Disapplication of the companies Act 1965 40h. The provisions of the companies Act 1965 relating to the offering of shares in or debentures to the public by a private company does not apply if an offer or invitation to subscribe for or purchase is made by private companies in the stock market or the derivatives market approved, registered, recognized, or in a stock exchange exempted or bursa derivatives are exempted, under securities laws.
Subpenggal 6 — modification of the law of insolvency and various provisions relating to the conduct and procedure of clearing Center approved interpretation of 41. (1) in this Subpenggal, unless the context otherwise requires — "Exchange" means a stock exchange or derivatives exchanges, as the case may be;
"charges" means any form of collateral, including mortgage;
"market charge" means a charge, whether fixed or floating, which is given in favour of a Centre for clarification approved against any property as may be specified in rules approved clearing centre;
112 laws of Malaysia Act 671 "default rules", in respect of a clearing centre approved, means any rules approved clearing Center provide recruitment proceedings defaults if one participant has failed, or is found not to be, or ought not, unequivocal in respect of all or any contract pending market participants that it is a party;
"market collateral" means any property specified in the rules of an approved clearing Center held by or deposited with a clearing centre approved for the purpose of guarantee liability arising directly related to the approved settlement Center to ensure implementation or settlement of one or more contract market;
"market contract" means — (a) a contract which is subject to the rules of an approved clearing Center and made by a center of settlement approved by a participant pursuant to a novation for the clearance and settlement of transactions to use the settlement a clearing centre approved; or (b) a transaction or to be settled or resolved to use the settlement a clearing centre and approved in accordance with the rules of the clearing Center passed, whether or not an novation referred to in paragraph (a) is made;
"people in default" means a person who is the subject of any default proceedings;
"relevant Office" means — (a) the General Meeting appointed under section 70 Bankruptcy Act 1967 [Act 360];
(b) any person acting in relation to a company as a liquidator, provisional liquidator, receiver or Manager;
Capital markets and services 113 (c) any person acting in respect of an individual as trustees in bankruptcy or an interim receiver of his wealth;
(d) any person appointed pursuant to an order for the Administration in bankruptcy of an insolvent estate of a person who dies; or (e) a special administrators appointed under Pengurusan Danaharta Nasional Berhad 1998 [Act 587];
"default proceedings" means any proceedings or other action taken by a centre approved explanation under rules ingkarnya.
(2) where — (a) a mortgage given in part for the purposes specified in the definition of "mortgage marketplace" and partly for other purposes, the charge was "mortgage market" in so far as it has effect for the purposes of guaranteeing liabilities arising directly related to the approved settlement Center to ensure implementation or settlement of one or more contract market; and (b) collateral was given partly for the purposes specified in the definition of "market collateral" and partly for other purposes, the collateral is the "market collateral" in so far as it has been allocated for a specific purpose, to ensure the liabilities arising directly related to the approved settlement Center to ensure implementation or settlement of one or more contract market.
Default rules 42. (1) a settlement approved Centre can have default rules which provide for the taking of proceedings in default if a participant has failed, or appears unable, or likely to become unable, to meet its obligations in respect of all or any contract pending market participants that it is a party.
114 laws of Malaysia Act 671 (2) If a clearing centre approved take any default proceedings, all subsequent proceedings or other action taken under kaedah-kaedahnya for the purpose of settlement of the contract market people disbelievers is a party shall be calculated to be completed under the default rules of the clearing Center approved though, if not for this subsection, any such proceedings or other action shall not be counted a success under the default rules of the clearing centre approved.
Default proceedings approved clearing centre overcome law insolvency
43. (1) None of the following can be measured up to any extent be invalid on the ground that is inconsistent with the provisions relating to the distribution of the assets of a person under the law of insolvency, or on the appointment of an existing position in relation to any asset of a person: (a) a market contract;
(b) the rules of the clearing Center approved relating to the settlement of the contract market;
(c) any proceedings or other action taken under the rules of the clearing Center approved relating to the settlement of a market contract;
(d) a market charge;
(e) the default rules of an approved clearing centre; or (f) any default proceedings.
(2) subject to subsection (3), the power of Office related on its properties in this, and the power of a court under the law of insolvency, cannot be carried out in such a way to prevent or interfere with — (a) settlement of a contract market pursuant to the rules of an approved clearing centre; or (b) any default proceedings.
Capital markets and services 115 (3) subsection (2) shall not have effect to prevent a relevant office bearers of the recovery of any amount referred to in subsection 49 (1).
Additional provisions regarding default proceedings 44. (1) the Court may on an application by a holder of a position in relation to make any order it deems fit to vary or discharge him from compliance with any of the functions of his Office which was moved by the fact that default proceedings pending or could be taken, or has been taken or may have been taken and, therefore, the function of the Office bearers shall be construed subject to such order.
(2) no anything in section 8, 10 or 18 Bankruptcy Act 1967 or section 176, 222, 224 or 226 of the companies Act 1965, can impede or interfere with any default proceedings.
Obligation to report upon completion of default proceedings 45. (1) a clearing centre approved shall, upon completion of any default proceedings, file a report about the default proceedings stating in respect of each person in default — (a) the total amount, if any, certified by an approved clearing center that payable by or to the disbelievers; or (b) the fact that no such sums of money payable, as the case may be, and the approved explanation may include in the report any other particulars in respect of such default proceedings as he may deem fit.
(2) an approved clearing Center, who has made a report pursuant to subsection (1), shall provide the report to — (a) the Commission;
116 the laws of Malaysia Act 671 (b) any office bearer of the relevant Act to — (i) default intended by the report; or (ii) the estate of the person in default;
(c) if there is no related post holder referred to in paragraph (b), the default is meant by the report; and (d) any other person deemed fit by the Commission.
(3) If an approved clearing Center has made a report pursuant to subsection (1), the approved settlement Center can publish notice of the fact that in such form as he thinks fit to tell the creditor default person intended by the report.
(4) where a relevant Office or person who defaults, receive a report pursuant to subsection (2), he shall, at the request of the creditor's default person intended by the report — (a) make the report available for inspection by the creditor; and (b) after the payment of any reasonable fee as determined by the relevant Office or person in default, as the case may be, give it to the creditor all or any part of the report.
(5) in subsection (2), (3) and (4), the "report" includes a copy of a report.
The total amount payable upon completion of default proceedings 46. (1) this section shall apply with respect to any net sum certified under subsection 45 (1) by an approved clearing Center, after it settles any default proceedings, payable by or to the person in default.
Capital markets and services 117 (2) If an order receipt or order the winding up has been made, or a resolution for voluntary winding up has been approved, any net sum shall, notwithstanding any provision of section 40 or 41 Bankruptcy Act 1967 or section 291 of the companies Act 1965 — (a) shall be in default or bankruptcy or winding-up person, payable to officer bearers associated as the case may be; and (b) are taken into account, where applicable, under section 41 Bankruptcy Act 1967 or that section as applicable in the case of a winding-up order under the companies Act 1965.
Disclaimer of property, contract cancellation, etc.
47. (1) the Bankruptcy Act 1967 Section 59 or subsection 296 (1) of the companies Act, 1965 shall not apply in respect of — (a) a market contract;
(b) a contract effected by a clearing centre approved for the purpose of obtaining property provided as market collateral;
(c) a market charge; or (d) any default proceedings.
(2) Section 47 Bankruptcy Act 1967 or section 223 of the companies Act, 1965 shall not apply in respect of any act, matter or thing has been made according to — (a) a market contract;
(b) a disposition of property pursuant to a market contract;
(c) the provision of collateral market;
118 laws of Malaysia Act 671 (d) a contract effected by a clearing centre approved for the purpose of obtaining property provided as market collateral;
(e) a disposal of assets in accordance with the rules of an approved clearing Center for use of property provided as market collateral;
(f) a market charge;
(g) a disposal of property which results in the property being subject to a market charge, or any transaction which disposition is made;
(h) a disposition of property made to enforce a mortgage market; or (i) any default proceedings.
Previous transaction adjustment 48. (1) no order may be made under section 53, 53a and 54 Bankruptcy Act 1967 or section 293 and 304 of the companies Act 1965, in respect of any matter under subsection (2).
(2) the matters to which subsection (1) applies is — (a) a market contract;
(b) a disposition of property pursuant to the contract market;
(c) the provision of collateral market;
(d) a contract effected by a clearing centre approved for the purpose of obtaining property provided as market collateral;
Capital markets and services 119 (e) a disposal of assets in accordance with the rules of an approved clearing Center for use of property provided as market collateral;
(f) a market charge; and (g) any default proceedings.
The right position related to get certain amount arising from certain transactions 49. (1) If a participant ("participant first") sell securities in advance of value to, or purchase securities of undervalued, another participant ("the second participant") in the circumstances described in subsection (3), and after an office bearer of the relevant Act to — (a) the second participant;
(b) the principal participants in the purchase or sale; or (c) the estate of the second participant or person referred to in paragraph (b), then, unless the court orders otherwise, bearers may obtain, from the first participant, or the principal of the first participant, an amount equal to the profit identified derived from the sale or purchase by the first participant, or the principal of the first participant.
(2) the amount equal to the profit that are identified can be obtained even if the sale or the purchase has been completed in accordance with the rules of an approved clearing Center and replaced with a contract market.
(3) the circumstances referred to in subsection (1) for a sale or purchase is when — (a) a condition identified have occurred in respect of the second participant or participant's second principal; and 120 laws of Malaysia Act 671 (b) either — (i) the first participants know, or reasonably required should know that a condition identified likely will happen in respect of the second participant or participant's second principal; or (ii) the principal of the first participant knows, or should know that reasonably required in a condition identified likely going to happen to the second participant or participant's second principal, and the situation is taking place in the six-month period immediately after the date of the sale or the purchase is made.
(4) in this section — (a) "identified State", in respect of a second participant or a person who is or has been, with respect to a sale or purchase referred to in subsection (1), the principal of the second participant, means — (i) an act of bankruptcy committed by the second participant or participant's second principal, as the case may be;
(ii) the making of a statutory declaration in respect of the second participant or participant's second principal, as the case may be, pursuant to section 255 of the companies Act, 1965;
(iii) a meeting of creditors called in relation to the second participant or participant's second principal, as the case may be, pursuant to section 260 of the companies Act, 1965; or (iv) the presentation of a petition for the winding up of the second participant or participant's second principal, as the case may be, by a court;
Capital markets and services 121 (b) "profit identified", in relation to a sale or purchase referred to in subsection (1), means the difference between the market value of securities is one of the sale or the purchase and the value of the consideration for the sale or purchase of such at the time of the sale or the purchase is made.
The law of insolvency in accordance with the jurisdiction of the other 50. (1) the Court may not, by virtue of any enactment or pillars of the law, recognize or enforce — (a) any order of the Court exercising jurisdiction in relation to the law of insolvency in a place outside Malaysia; or (b) any act of a person appointed in any place for exercising any function under the law of insolvency in that place, as far as the making of the order or the doing of the Act prohibited in court cases in Malaysia or the related posts by provisions made by or under this Act.
(2) in this section, "law of insolvency", in relation to a place outside Malaysia, means any law that place similar to, or have the same meaning as, all or any part of the law of insolvency in Malaysia.
Participants become parties in certain transactions as principal 51. (1) where — (a) a participant on nature so making any transaction (including a contract market) with a center of settlement approval; and (b) because of this subsection, the participant is a party to that transaction as agent, 122 laws of Malaysia Act 671 then, notwithstanding any provision under any law, between, but only between the approved settlement Center, with any other person (including the participants and those who become their principal in respect of the transaction), the participant shall for all purposes (including any civil action or claim) — (A) be deemed to not be a party to that transaction as agent; and (B) be deemed to be a party to that transaction as principal.
(2) where — (a) two or more participants on its properties thus make any transaction; and (b) but for this subsection, any participant that is going to be a party to that transaction as agent, then, notwithstanding any provision under any law, any participant to whom paragraph (b) applies shall for all purposes (including any civil action or claim), except between, but only between, him with the man who became their principal in respect of the transaction — (A) be deemed to not be a party to that transaction as agent; and (B) be deemed to be a party to that transaction as principal.
Securities or derivatives sent to submit explanation approved 52. If securities or derivatives sent submit in a contract market or solution provided as a collateral the market or under a mortgage market — (a) to an approved clearing centre;
Capital markets and services 123 (b) by a participant; and (c) in accordance with the rules of the clearing Center, approved
then, notwithstanding any provision under any law, no civil action or claim, in respect of any right, title or interest in any securities or derivatives held or enjoyed by any person may be made, or may be instituted or allowed, against the approved settlement Centre.
Transfer of securities in settlement 53. (1) Notwithstanding any provisions of other laws, including the Act, the securities industry (central depositories) Act 1991, in particular section 29a of the Act, a central depository shall give effect to the directions of a clearing centre approved to perform a transfer of securities in or out a securities account of a depositor with the requirements of the directive for the purpose of settlement of a contract market or otherwise speak about a contract market pursuant to the rules of the clearing centre approved.
(2) a direction under subsection (1) shall be given by a centre approved explanation only in respect of a securities account in respect of a depositor who is a party to a contract market or a depositor who has ordered one participant to exercise a trade that produced a contract market for which the participant has become a party.
(3) Notwithstanding any provision of any other law, where any transfer of securities was implemented by the central depository to or from a securities account a depositor in accordance with subsection (1), no ownership in securities that can be transferred to a depositor except as provided under the rules of the clearing Center approved it.
124 the laws of Malaysia Act 671 (4) If a transfer of securities was implemented in or out a securities account a depositor in accordance with subsection (1), a central depository is not subject to any action or claim by or be liable for any damages to the depositor.
(5) in this section, the definition of "depositors" and "securities account" shall have the same meaning as in the securities industry (central depositories) 1991.
Purchase and sale of securities, 54. (1) a clearing centre may direct an approved stock exchange in order to perform on behalf of the clearing centre approved a sale or purchase of securities if the sale or purchase of securities, as the case may be, carried out for the purpose of settlement of any contract market or to facilitate a default proceeding or to enable a central explanation approved get any assets contained in any mortgage market or provided as market collateral , and the stock exchange shall give effect to such directions.
(2) If a sale or purchase of securities were carried out on behalf of the clearing centre approved in accordance with subsection (1) by a stock exchange, the stock exchange are not subject to any action or claim by or be liable for any damages to any person.
55 immunity. (1) function to which this section applies is the function of a Centre for clarification approved so far as relating to or arising from: (a) the rules of the default center of the approved settlement; or (b) any obligation to which it is subject by virtue of this Subpenggal.
Capital markets and services 125 (2) a failure by a clearing centre approved for compliance with the rules of the default in respect of any matter shall not prevent the matter from calculated for the purposes of this act as is done according to the rules as long as the failure does not affect the right of any person qualified to require compliance with the rules.
(3) where the holder of a position in relation to take such action in respect of a person in default that can be dealt with in accordance with the rules of the disbelievers, and believes and has reasonable grounds to believe that he has the right to take such action, he shall not be liable to any person in respect of any loss or damage resulting from his actions except to the extent that the loss or loss, as the case may be due to negligence of the holder of the post itself.
Retention of rights, etc.
56. Unless expressly set out in this Act, the provisions of this Subpenggal no effect limiting, restricting or otherwise touch — (a) any right, title, interest, privilege, obligation or liability of any person; or (b) any investigation, legal proceeding or remedy in respect of any right, title, interest, privilege, obligation or liability.
Exemption from the rules on the reporting of substantial shareholding and Chapter 3a of the companies Act 1965 57. The clearing centre and approved depositories, in carrying out its functions under this Subpenggal, shall be exempt from the requirements under the rules of the securities industry (Reporting A Substantial Shareholding) Order 1998 [P.U. (A) 174/1998] and Chapter 3a of the companies Act 1965.
126 the laws of Malaysia Act 671 7 Subpenggal — enforcement of the provisions of the netting agreement eligible capital market Interpretation 57a. In this Subpenggal, unless the context otherwise requires — "eligible capital market agreement" means — (a) an agreement which have netting provisions, in respect of one or more transactions in the securities borrowing and lending; or (b) an agreement as determined by the Commission as eligible capital market agreement for the purposes of this part;
"netting provision" means a contractual provision which provides that when a situation is determined by the parties under an agreement the eligible capital market occurs, two or more debts, claims or obligations may be rejected in each other or turned into a net total debt, claim or obligation and includes a closing netting arrangements;
"loans and the granting of security" means an arrangement when any transactions in securities borrowing and lending was made, other than — (a) transactions made between Center clearing approved participant made according to rules approved clearing centre; and (b) a transaction in respect of unlisted debt securities carried out under the system of Electronic Transfer of funds and securities (CROSS).
Or enforceability of the rights under the provisions of netting
57b. (1) The rights of the parties under a netting provisions cannot be suspended, avoided or otherwise restricted by the start of any other proceedings which have the effect to take over control of or managing the business, Affairs and assets of any party.
Capital markets and services 127 (2) the provisions of an agreement netting capital markets eligible under subsection (1) may be enforced in accordance with the conditions.
Application of this part 57c. There are no provisions in the securities laws or in any other written law, including any written law relating to systemic risk management or promoting financial stability, whether made before or after this Act takes effect, may limit, restrict or otherwise affect the effective Subpenggal 6 and 7 of this part.
Part III Chapter 1 of CAPITAL MARKET SERVICES and Licensing Requirements for regulatory capital markets services licence 58. (1) No person shall, whether as principal or agent, conducting an affair in any regulated activity or submit himself as doing it unless he is the holder of a capital markets services licence or is a person registered.
(2) subsection (1) shall not apply to persons or classes of persons specified in Schedule 3.
(3) other than with respect to an insurance company licensed under * the Insurance Act 1996 [Act 553] or the takaful operator licensed under * * Takaful Act 1984 [Act 312], the Commission may impose such terms and conditions as may be deemed appropriate to the specified. * NOTE – Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758. * * NOTE – the Takaful Act 1984 [Act 312] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
128 the laws of Malaysia Act 671 (4) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding ten million ringgit or to imprisonment for a term not exceeding ten years or both.
Requirements for capital markets Services Representative Licence 59. (1) No person shall act as a representative in respect of any regulated activity or submit himself as do so unless he is the holder of a capital markets Services Representative Licence for the regulated activity or is registered in respect of the regulated activity.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding five years or both.
Civil Liability Act's principal representative 59a. (1) any person authorized or taken into account work by a principal to act as its representative shall be deemed to be the principal agent when — (a) the agent engages in any conduct, make any representation or act in accordance with his powers; and (b) conduct, representation or the action carried out in the course of business which the principal is licensed.
(2) for the purposes of subsection (1), one of the principal are not eligible for depending on any arrangements, agreements or contracts made — (a) between the principal with his/her representative; or (b) between the principal with his client, who operated to remove or exclude fully obligations or liabilities as principal representative.
Capital markets and services 129 (3) a principal shall not be liable for the actions of his representative if the representative has cease to be representative of the principal and the principal has taken all reasonable steps to inform, or bring to the attention of the client about the fact that cessation.
(4) for the purposes of this section, "principal" means the holder of a capital markets services licence.
Application for the grant of a license 60. (1) an application for the grant of a license shall be made to the Commission in such form and manner as may be determined by the Commission.
(2) the Commission may at any time after receiving an application for the grant of a license, conduct any inquiry it considers necessary to his satisfaction that there is no any reason been under subsection 64 (1), 65 (1) or in any regulations or guidelines for the refusal of the grant of a license shall apply, including background checks criminal, financial and professional applicants, Director, Manager and controller of the applicant , where relevant.
(3) the Commission may require an applicant to provide any information or document as may be found necessary by the Commission in respect of the application.
(4) an application for the grant of a license shall be accompanied the prescribed fee shall not be refunded to be paid in such manner as may be determined by the Commission.
(5) (struck by A1406 Act).
(6) in the case of an application for the grant of a license of a capital markets services representative, the application shall be — (a) supported by a holder of a capital markets services licence or a person who has applied for a capital markets Services Licence to the regulated activity, in such manner as may be determined by the Commission; and 130 laws of Malaysia Act 671 (b) deemed to have been withdrawn with effect from the date of the holder of a capital markets services licence that supports the application of — (i) to withdraw its support in writing;
(ii) withdraw the application for capital markets services licence in respect of that regulated activity; or (iii) have found application for capital markets services licence in respect of that regulated activity and rejected by the Commission.
(7) for the purposes of this section, sections 64, 66 and 72, the word "controller", in respect of a holder of a capital markets services licence, means a person who — (a) is entitled to exercise, or control the exercise of, not less than fifteen per cent of the votes associated with the holders of voting shares;
(b) have the authority to appoint or cause appointed a majority of the directors for the holder; or (c) has the power to make or cause to be made, a decision in respect of the arrangement or administration of the holder, and to give effect to that decision or cause results is given effect to it.
(8) for the purposes of this section, sections 64, 66 and 72, "Manager", in relation to a body corporate, means a person nominated by the body corporate to manage any part of himself and includes an employee the body corporate (other than Chief Executive) who, under the immediate authority of directors or Chief Executive of the body corporate, to carry out management tasks or obligated to maintain accounts or other records of the body corporate.
Capital markets and services 61 131 grant of a license. (1) subject to subsection (3), the Commission may grant a licence.
(2) (struck by A1406 Act).
(3) in granting a licence, the Commission may — (a) determine and describe regulated activity for licence granted;
(b) specify any conditions or restrictions for the licence, the Commission may think fit; or (c) in the case of a capital markets services representative Licence — (i) associate the license to the holder of a capital markets services licence supports the license application; and (ii) restricting regulated activity the license to Licensee regulated activity Capital markets Services license application that supports it.
(4) any person who contravenes any condition or restriction in, a licence commits an offence.
The Commission's power to impose conditions or restrictions on licence 62. Without prejudice to section 61, the Commission may at any time, if it thinks necessary, amend any condition or restriction imposed upon the granting of a licence or impose conditions or restrictions in addition to a license while the license in force.
Fi 63. (1) a licensed shall pay any license fee prescribed in respect of each regulated activity on an annual basis and at a date to be determined by the Commission.
132 laws of Malaysia Act 671 (1a) if the licensed person fails to pay the fee fixed on the date the fees are to be paid, the Commission may impose fees pay later with specified amount for each day the payment is late, and fees may be recovered by the Commission as a debt due to the Commission.
(2) any fees paid to the Commission under this Chapter shall be paid into the Fund established under section 23 of the Securities Commission Act 1993.
The reason for the refusal of the grant of a capital markets services licence 64. (1) where an application is made for the grant of a capital markets services licence under section 60, the Commission may reject the application on any of the following reasons: (a) the application is not made in accordance with section 60;
(b) the applicant fails to comply with any other requirements of this Act or any of the guidelines made under this Act;
(c) any information or document given by the applicant to the Commission are false or misleading or whom there are material omissions;
(d) the applicant is wound up or otherwise dissolved;
(e) implementation of the applicant in respect of a debt judgment wholly or partly paid returned without;
(f) a receiver, receiver and Manager or equivalent persons appointed within or outside of Malaysia, or in respect of any property to the applicants;
Capital markets and services 133 (g) the applicant has, whether within or outside Malaysia, making a compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force;
(h) the applicant or any of the directors, Chief Executive, Manager or pengawalnya — (i) has been convicted, whether in or outside Malaysia, an offence involving fraud or dishonesty or other violence or pensabitannya involve findings that he or she has acted fraudulently or dishonest;
(ii) has been convicted of an offence under securities laws or any other laws outside Malaysia in relation to capital markets;
(iia) has been subjected to actions taken by the Commission under section 354, 355 or 356;
(iii) the breach of any provision made by or under any written law, whether within or outside Malaysia where it appears on the Commission made in order to protect the public against financial loss due to dishonesty, not credible or wrong practices by persons engaged in financial services or management of procurement of the company;
(iv) has engaged in any practice business which turned out at the Commission as deceptive or oppressive or otherwise inappropriate (either illegal or not) or that otherwise reflect discredit on it or he carries on a business;
134 the laws of Malaysia Act 671 (v) had participated in or been associated with any other business practices or otherwise behave in a way so that raises doubts about the reliability of his intelligence and decision-making; or (vi) is a bankrupt that has not been released either in or outside Malaysia;
(i) the Commission has reason to believe that the applicant or any of the directors, Chief Executive, Manager or pengawalnya could not act in the best interest of his client after taking into account the reputation, conduct, financial integrity and reliability;
(j) the Commission is not satisfied with the financial position of the applicant or the applicant's course of the way;
(k) the Commission is not satisfied about the implementation of the past or the expertise of the applicant after taking into account the type of business which may be exercised by the applicants in connection with holding such licence;
(l) there are other circumstances likely to — (i) lead to improper course of conduct by the applicant or by any Director, Chief Executive, Manager or pengawalnya; or (ii) reflect doubt on how conduct of business of the applicant or pengawalnya;
(m) the Commission has reason to believe that the applicant or any of the directors, Chief Executive or Manager, will not undertake regulated activity in an efficient, honest or fair; or (n) the Commission is of the view that it is contrary to the public interest to grant the license.
(2) (struck by A1406 Act).
(3) (struck by A1406 Act).
Capital markets and services 135 Reasons for refusal of the granting of capital markets Services Representative Licence 65. (1) where an application is made for the granting of capital markets Services Representative Licence under section 60, the Commission may reject the application on any of the following reasons: (a) the application is not made in accordance with section 60;
(b) the applicant has not complied with any of the other requirements of this Act or any of the guidelines made under this Act;
(c) any information or document given by the applicants to the Commission are false or misleading or whom there are material omissions;
(d) the applicant is a bankrupt that has not been released either in or outside Malaysia;
(e) implementation of the applicants with which a debt judgment is returned without paid wholly or partly;
(f) the applicant has, whether within or outside Malaysia, making a compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force;
(g) the applicant has — (i) conviction, whether within or outside Malaysia, an offence involving fraud or dishonesty or violence or pensabitannya involve the finding that he acted fraudulently or dishonest;
(ii) convicted of an offence under securities laws or any other laws outside Malaysia in relation to capital markets;
136 the laws of Malaysia Act 671 (iia) has been subjected to actions taken by the Commission under section 354, 355 or 356;
(iii) violates any provision made by or under any written law, whether within or outside Malaysia which turned out at the Commission made in order to protect the public from financial loss due to dishonesty, not credible or wrong practices by persons engaged in the provision of financial services or management company or against financial losses caused by the conduct of the bankrupt released or not yet released;
(iv) engage in any business practice that turns out at the Commission as deceptive or oppressive or otherwise inappropriate (either illegal or not) or that otherwise reflect discredit on the method he carries on business; or (v) engage in or been associated with any other business practices or otherwise behave in such a way that raises doubts about the reliability of his intelligence and decision-making;
(h) the Commission is not satisfied concerning the qualification of educational or other qualifications or experience of the applicant after taking into account the type of task to be carried out by the applicant in connection with holding such licence;
(i) the Commission has reason to believe that the applicant is not able to act in the best interests of clients a licensee of capital market services after taking into account the reputation, conduct, financial integrity and reliability;
(j) the Commission is not satisfied with the past implementation record or the expertise of the applicant after taking into account the type of tasks carried out by the applicant in connection with holding such licence;
Capital markets and services 137 (k) there are other circumstances that may lead to improper business conduct by, or reflect doubt on the conduct of business, the applicant or any person employed by him or associated with it for the purposes of its business;
(l) the Commission has reason to believe that the applicant will not undertake regulated activity in an efficient, honest or fair; or (m) the Commission is of the view that it is contrary to the public interest to grant the license.
(2) (struck by A1406 Act).
(3) (struck by A1406 Act).
The power of the Commission to investigate the transaction in respect of securities and derivatives 66. (1) the Commission may investigate any transaction involving the purchase or sale of securities or derivatives made or caused to be made by — (a) an applicant for a grant of a license, Director, Chief Executive, Manager or pengawalnya, either directly or indirectly, during any period of twelve months prior to the application for the grant of such licence; or (b) the person licensed, Director, Chief Executive, Manager or pengawalnya, either directly or indirectly, at any time, to determine if that person has been in the transaction using tricks or trade practices are not fair or fraudulent, unethical, either tricks or trade practices become an offence under this Act or otherwise.
138 the laws of Malaysia Act 671 (2) the person referred to in subsection (1) shall submit detailed information about any transaction involving the purchase or sale of securities or derivatives for that period to the Commission, in any form and manner, and in time, as may be specified by the Commission by notice in writing.
(3) in addition to any other penalty that may be imposed under this Act, a person who fails or refuses to submit information to the Commission within the time specified in the notice referred to in subsection (2) or who give false or misleading information or information that contains a material omission, can result in its application for the grant of a licence or licences revoked under section 72.
Minimum financial requirements of 67. No holder of a capital markets services licence may conduct any regulated activity in respect of his/her license without the written consent of the Commission if they do not meet minimum financial requirements as determined by the Commission or as provided in the rules of the relevant stock exchange or bursa derivatives.
68. (Cut by A1406 Act).
Alteration or transfer license 69. (1) the Commission may, on the application — (a) a holder of a capital markets services licence, change of his/her license by adding or removing the regulated activity or of regulated activity which has been specified in such licence;
(b) a licensee of a capital markets services representative, change the name of their principal, who in his stead he Act and regulated activity intended by such licence; or (c) a holder of a capital markets services licence, transfer his/her license to any other person, after the holder obtains a court order under subsection 139 (3).
Capital markets and services 139 (2) the Commission may require an applicant gives the Commission any information or documents as it deems necessary in respect of the application.
(3) an application under subsection (1) shall be accompanied by the prescribed application fee shall be paid in such manner as may be determined by the Commission.
(4) the Commission may —
(a) approve the application subject to such conditions or restrictions as it thinks fit by him; or (b) refuse the application for any reason specified in subsection 64 (1) or 65 (1) or for any other reasons as may be determined by the Commission.
(5) the Commission cannot reject an application under subsection (1) without giving the applicant the opportunity to be heard.
70. (Cut by A1437 Act).
False statement in respect of an application for the grant of a licence or alteration 71. A person who, in connection with an application for the grant or variation of a licence, make a false or misleading statement about a material details by knowing the statement as false or misleading or knowingly leave from stating any matter or thing without it the application was misleading to a material matter commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding five years and may be liable to a fine not exceeding one million dollars.
140 laws of Malaysia Act 671 Cancellation and suspension of license 72. (1) a licence shall be deemed to have been cancelled — (a) in the case of the holder of a capital markets services licence, if the holder wound up or otherwise dissolved, whether within or outside Malaysia; and (b) in the case of the holder of a License Service Representative, if the representative Markets die.
(2) the Commission may revoke a licence — (a) in the case of the holder of a capital markets Services Licence, if — (i) there exists a reason which the Commission may reject an application under subsection 64 (1);
(ii) the holder is not or cease doing in all or any of the regulated activities for which it is licensed for a period of three consecutive months;
(iii) the holder contravenes any condition or restriction in respect of his/her license or any direction issued to it by the Commission under this Act;
(iv) the holder breaches any of the rules of the stock exchange, central clearing of derivatives exchanges, depositories that approved or mengikatnya; or (v) the holder fails to pay any fees as provided under section 63; or (b) in the case of licensees capital markets Services Representative, if — (i) there exists a reason which the Commission may reject an application under subsection 65 (1);
Capital markets and services 141 (ii) he is not or ceases to act as a representative in respect of all or any of the regulated activity for which he is licensed;
(iii) (struck by A1406 Act);
(iv) the holder contravenes any condition or restriction in respect of his/her license or any direction issued to it by the Commission under this Act; or (v) the holder fails to pay any fees as provided under section 63.
(3) if subsection (2) applies, the Commission may, if it thinks fit to do so — (a) suspend a licence for a certain period and not cancel it under subsection (2); and (b) at any time extend or revoke the suspension.
(4) subject to subsection (5), the Commission could not cancel or suspend a licence under subsection (2) or (3) without an opportunity to be heard to the licensed person.
(5) the Commission may revoke or suspend a licence without giving the opportunity to be heard to the licensed person — (a) in the case of the holder of a capital markets Services Licence, upon any of the following reasons: (i) the holder is being wound up or otherwise dissolved, whether within or outside Malaysia;
(ii) a receiver, receiver and Manager or equivalent person was appointed, whether within or outside Malaysia in respect of any property the holder; or the 142 laws of Malaysia Act 671 (iii) a holder or any of its directors, Chief Executive, Manager or pengawalnya has been convicted of any offence described in subparagraphs 64 (1) (h) (i) or (ii); or (b) in the case of licensees capital markets Services Representative, for any of the following reasons: (i) the holder is a bankrupt that has not been released, whether within or outside Malaysia; or (ii) the holder has been convicted of any offence described in subparagraph 65 (1) (g) (i) or (ii).
(6) without prejudice to subsection (2) and (3), the Commission may, for any reason described in subsection (2), impose any restrictions on the activities of the licensed person intended by his/her license and restrictions that can remain or made for such period as may be determined by the Commission.
(7) (struck by A1406 Act).
(8) If the Commission were to cancel or suspend a capital markets services licence or impose restrictions on the holder of a capital markets Services Licence, the holder shall immediately notify all its representative by notice in writing of the cancellation, suspension or the imposition of sanctions.
(8a) where the Commission has to cancel or suspend a capital markets services licence, the licensee shall cease to be a holder of a capital markets Services Representative Licence to the holder of a capital markets Services License it.
(8B) a licensee capital markets Services Representative cease to hold a licence under subsection (8a) may submit an application under paragraph 69 (1) (b) to change his/her license.
Capital market and Service 143 (9) a person whose licences revoked or suspended under this section shall, for the purposes of this Chapter, be deemed to be not licensed from the date of cancellation or suspension is to take effect, as the case may be.
(10) a person who — (a) carry out a regulated activity after his/her license revoked or have been halted;
(b) carrying out a regulated activity during his/her license suspended or violate the restrictions imposed under subsection (6); or (c) contravenes subsection (8), commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years, or both, and in the case of a continuing offence, a further fine not exceeding five thousand dollars for each day or part thereof for such offence continues after conviction.
The effect of the cancellation, suspension or termination of the license, etc.
73. (1) Cancellation, suspension or termination of a licence or the imposition of restrictions on a licence under section 72 inoperable for —
(a) to break down or touching any agreement, transaction or arrangement relating to controlled activities made by the person, whether the agreement, transaction or arrangement is made before or after the revocation, suspension or termination of the license or the imposition of restrictions on the licence, as the case may be; or (b) prejudice to any rights, obligations or liabilities arising under any agreement, transaction or arrangement.
144 the laws of Malaysia Act 671 (2) where any licence is cancelled or suspended under this Chapter, the Commission may by notice in writing permit the holder of a capital markets services licence — (a) in the case of cancellation, carry out handling arrangements for the purpose of closing the business which relates to such revocation; or (b) in the case of suspension, running just the main course of conduct in order to protect the interests of a client of the licensed person during the period of the suspension, (c) (struck by A1406 Act).
subject to such conditions as may be determined by the Commission in the notice.
Notification of circumstances of disqualifying 74. (1) a licensed person shall, immediately after the occurrence of an event that has become the reason which the Commission cancel a licence under — (a) subsection 64 (1) or 65 (1); or (b) subsection 72 (2), (c) (struck by A1406 Act).
give the Commission written notice stating the details of the circumstances.
(2) subject to subsection (1), it shall be a defence for a licensed person who is required to provide a notice under subsection (1) if it is proved that when the requirements arise that licensed people are not aware of the circumstances giving rise to such requirements.
(3) any person who contravenes subsection (1) commits an offence.
Capital markets and services 145 Appointment, selection and nomination of Directors and Chief Executive of the licensed person, etc.
75. (1) a person may be appointed, elected or named as a Director of capital markets services licence only if the person is a fit and proper person if there is a already a reason set out in paragraph 65 (1) (d), (e), (f), (g), (i), (j), (k) or (l) will prevent it from holding the post.
(2) a person shall not be appointed as Chief Executive for a capital markets services licence holders without the approval of the Commission.
(2a) for the purposes of subsection (2), in approving the appointment of the Chief Executive, the Commission may also take into account whether — (a) any of the reasons stated in paragraph 65 (1) (d), (e), (f), (g), (i), (j), (k) or (l) will prevent it from holding the post; or (b) it is contrary to the public interest to approve the appointment.
(3) the holder of a capital markets services licence shall give the Commission notice in writing in such form and manner as may be determined by the Commission of appointment, election or nomination to the position of Director.
(4) a Director whose name has been notified to the Commission under subsection (3) or a Chief Executive appointed under subsection (2) which then realizes that he does not meet the fit and proper criteria referred to under subsection (1) or (2a) shall immediately inform the Commission.
(5) if the holder of a capital markets services licence is aware that any Director or the Chief Executive does not meet the fit and proper criteria referred to under subsection (1) or (2a), the holder shall immediately aware of such disqualification, notifying the Commission.
146 the laws of Malaysia Act 671 (6) a person shall be disqualified from holding the position of Director or Chief Executive of the capital markets services licensee, if — (a) any of the reasons stated in paragraph 65 (1) (d), (e), (f), (g), (i), (j), (k) or (l) applies; or (b) it is contrary to public interest for that person to be a Director or Chief Executive of a capital markets services licence holders.
(7) the holder of a capital markets services licence shall ensure that no person shall hold office as a Director or Chief Executive Officer, as the case may be, if subsection (6) applies.
(8) Notwithstanding anything contained in this section, the Commission may order the holder of a capital markets services licence to dismiss a Director or Chief Executive of it within the period specified in the instructions that, if — (a) any of the reasons stated in paragraph 65 (1) (d), (e), (f), (g), (i), (j), (k) or (l) applies; or (b) it is contrary to public interest for that person to be a Director or Chief Executive of a capital markets services licence holders.
(9) Notwithstanding the provisions of any other written law, the holder of a capital markets services licence shall within the period specified in a direction given under subsection (8), dismiss the Director or Chief Executive Officer, as the case may be, and shall take such steps as are necessary to inform shareholders of the holder and the Registrar of companies, if applicable, regarding the dismissal of it.
(10) the dismissal of a person is a Director or Chief Executive Officer, as the case may be, in accordance with the direction given under subsection (8) shall become effective from the date of receipt by the Director or the Chief Executive, as the case may be, concerning the notification of dismissal of the capital markets and services 147 provided by capital markets services licensee, notwithstanding the provisions of any other written law or memorandum of association or Association of the licensee or of any agreement between the holder with the Director or Chief Executive it.
(11) a person who contravenes this section or do not comply with the instructions issued under subsection (8) commits an offence.
Registered person 76. (1) a person is the person registered for the purposes of subsection 58 (1) if that person — (a) is determined as those listed in table 4;
(b) registered under subsection (2);
(c) with a self-regulatory organization recognized under section 323; or (d) with a body approved by the Commission.
(2) the Commission may on application made by any person referred to in paragraph (1) (b) register that person for one or more regulated activity.
(3) any registration under part 2 of Schedule 4, paragraph (1) (b), (c) or (d) shall be subject to such terms and conditions as may be imposed by the Commission, and the Commission may at any time, by notice in writing served on the person registered may be, amend or cancel any condition or impose new conditions.
(4) where the Commission by notice in writing, amend or cancel any of the terms or conditions or impose any new conditions under subsection (3), amendment, revocation or imposition of it shall come into force at the time of delivery of such notice or at any time specified in the notice, whichever is later.
148 laws of Malaysia Act 671 (5) in respect of a registered person referred to in paragraph 1 (a) as specified in the third column of part 1 of Schedule 4, the registered person shall comply with any guidelines issued by the Commission under section 377 with respect to the conduct of certain regulated activity by a person registered it.
(6) in respect of a person referred to in paragraph (1) (a), the following shall apply: (a) the person registered as specified in the third column of part 1 of Schedule 4 can only undertake regulated activity as specified in the second column of part 1 of Schedule 4;
(b) the registered person specified in column third part 2 of table 4 can only undertake regulated activity specified in column second part 2 of Schedule 4;
(c) the extent of the registered person undertake regulated activity as specified in the second column of part 1 of Schedule 4 — (i) the provisions under sections 91, 92, 92a, 93, 97 and 139zn and any regulations or guidelines made pursuant to this section shall apply to a person registered with the necessary modifications as may be applicable;
(ii) individuals who are employed by the registered person to carry out the regulated activity shall be a fit and proper person as determined by the relevant authorities;
(iii) the registered person shall maintain a register containing the names of the individuals referred to in subparagraph (ii) in accordance with such form and manner as may be determined by the relevant authorities; and capital markets and services 149 (iv) subject to subsection (5), the authority may authorize in writing to any person as an authorized person for the purpose of ensuring compliance by the registered person specified in part 1 of Schedule 4 with provisions of sections 91, 92, 92a, 93, 97 and 139zn and any regulations or guidelines made under section referred to earlier.
(7) for the purposes of subsection (6), an authorized person may — (a) requires a registered person to give him any information required by the authorized person to decide whether the registered person has complied with the provisions referred to in subparagraph (6) (c) (i); or (b) require the registered person to take any necessary measures to ensure compliance with the provisions referred to in subparagraph (6) (c) (i).
(8) a registered person referred to in paragraph (6) (a) shall comply with any requirement made under subsection (7).
(9) the Commission may withdraw the registration granted to any person registered under subsection (2) or any person registered referred to in part 2 of Schedule 4 if it is necessary in order to protect investors or in the public interest or for the maintenance of an orderly market or if any term or condition imposed under subsection (3) has not been complied with.
(10) the Commission cannot withdraw the registration under subsection (9) without an opportunity to be heard to the person registered.
(11) for the purposes of this section, the term "relevant authority" refers to the Central Bank.
150 laws of Malaysia Act Registration 671 people which provides capital markets services 76a. (1) the Commission may determine any service as a capital market services.
(2) a person who provides any capital markets services shall apply to be registered under this section.
(3) the Commission may, on an application made under subsection (2), register the person subject to such terms and conditions as may be imposed by the Commission, and the Commission may at any time, by notice in writing, amend or revoke any such term or condition or impose new terms or conditions.
(4) If the Commission, by notice in writing, amend or revoke any term or condition or impose any new terms or conditions under subsection (3), amendment, revocation or imposition shall be in force at the time of service of the notice or at the time specified in the notice.
(5) the Commission may withdraw the registration granted under subsection (3) if it is necessary for the protection of investors or the public interest or if any term or condition imposed under subsection (3) or (4) has not been complied with.
(6) the Commission shall give the person an opportunity to be heard before any decision is made under subsection (5).
Express licensee 77. (1) the Commission shall keep in such form as he thinks fit a register the current licensee, stating — (a) with respect to each holder of a capital markets services licence — (i) its name;
Capital market and Service 151 (ii) where the holder is a corporation, the names of the directors and Secretary of the Corporation;
(iii) the address of the principal place of business of any branch in which it carries on the business of that; and (iv) if the arrangement is carried out under a name or title in addition to the name of the licensee, the name or title of which the arrangements; and (b) in relation to the holder of a capital markets Services Representative Licence — (i) its name;
(ii) the name of the holder of a capital markets services licence related to it capital markets Services Representative Licence issued; and (iii) If a capital markets services licence holders conducted under a name or title in addition to the name of the holder of a capital markets services licence, the name or title of which the arrangements; and (c) any other information as may be deemed relevant by the Commission.
(2) the Commission shall issue of express every entry in respect of any person who cease to be licensed under this Term.
(3) any person may, on payment of the fee prescribed, examine and take extracts from the register kept under subsection (1).
Notification of change of particulars of 78. (1) where — (a) the holder of a capital markets services licence cease to carry out all or any regulated activity intended by such licence;
152 laws of Malaysia Act 671 (b) the holder of a capital markets Services Representative Licence cease to be a representative of the holder of a capital markets services licence related to it capital markets Services Representative Licence is issued, and the license has not changed under section 69;
(c) a change occurs in any information required to be included into the register of licensees under section 77; or (d) a change occurs in the information given to the Commission in accordance with subsection 60 (1) or (3), the holder of such licence shall, not later than fourteen days after the occurrence of the circumstances, provide to the Commission, in such form as may be determined, particulars in writing of the circumstances concerned.
(2) if the licensed person ceases carries on the business in all or any regulated activity intended by the license, it shall return the licence to the Commission within fourteen days from the date of such termination.
Publication of names and addresses of 79. (1) the Commission shall cause to be published in such form and manner as it deems fit by the Commission, a list of names and addresses of all shareholders ' capital markets services licence.
(2) the information required d is let under subsection (1) shall be published at least once in every year.
(3) if the Commission at any time amends any register that it holds under section 77 by adding or removing the name of a licensee of capital market services, the Commission shall cause particulars of the amendment is published.
Capital markets and services 153 Appeals 80. (1) any person aggrieved by the decision of the Commission under this Chapter except for cancellation of a capital markets services licence for dealing in securities or dealing in derivatives, may within fourteen days after the person has been notified of such decision, appeal in writing to the Commission to review its decision.
(2) the holder of a capital markets services licence for dealing in securities or dealing in derivatives whose licences revoked by the Commission may within fourteen days after the person has been notified of the decision, appeal to the Minister and the decision of the Minister shall be final.
(3) where an appeal is made to the Commission or to the Minister under this section, the decision of the Commission shall not be in force until the appeal is resolved.
(4) Notwithstanding anything contained in subsection (3), in the notification under subsection (1), the Commission may declare that the decision of the Commission shall become effective immediately on the date the notification is issued or at any other date determined by the Commission, if the Commission is of the view that it is necessary in the interests of investors or the public interest.
Surrender of licence 81. (1) subject to subsection (2), a licensed person can submit the license to deliver it to the Commission together with a written notice about their delivery.
(2) the surrender of a licence shall not be in force until the Commission is satisfied that adequate arrangements have been made to meet all the liabilities and obligations of the person licensed pending at the time of the submission of the notice given by the licensed person.
154 the laws of Malaysia Act 671 (3) the surrender of a licence made under subsection (1) cannot operate to — (a) avoid or touch any agreement, transaction or arrangement relating to controlled activities made by the person, whether the agreement, transaction or arrangement is made before or after the surrender of the license; or (b) prejudice to any rights, obligations or liabilities arising under any agreement, transaction or arrangement.
(4) the Commission shall cause to be published with as soon as practicable a notice about every assignment of a licence under subsection (1), but any delay in posting the notice or failure to post is not touching the validity of the submission.
Chapter 2 Records the adoption of this term of the 82. (1) this Term apply to someone who is — (a) the licensed person who carries on the business of dealing in securities;
(b) the person carries on the business of licensed fund management;
(c) the licensed person who carries on the business of giving advice on corporate finance;
(d) the licensed person carries on the business of giving investment advice;
(e) the licensed person carries on the business of financial planning;
Capital markets and services 155 (f) financial journalist; or (g) authorised depository agent appointed under section 13 of the Act the securities industry (central depositories) 1991.
(2) in this Term, "financial journalists" means a person who is not a licensed person, in the course of business or employment such person contributed advice, or provide analysis or report, about security for published — (a) in a newspaper or periodicals;
(b) in the course of or by way of transmission made through information services; or (c) in sound recording, video recording or the recording of data.
(3) in this Term, a reference to securities is a reference to securities of a corporation or securities quoted or traded on the stock exchange in Malaysia, in accordance with the requirements of the situation.
Express security 83. (1) any person referred to in subsection 82 (1) shall maintain a register in such form as may be determined securities in which he has an interest.
(2) the register required to be kept under this Chapter shall be deposited in any place in Malaysia as named by the person referred to in subsection (1) for the purposes of this Chapter, provided that the person shall notify the Commission in writing after started keeping it.
(3) a person referred to in subsection 82 (1) shall be entered into the register, details of securities in which he has an interest and details of its interest in the securities within seven days after the date of acquisition.
156 the laws of Malaysia Act 671 (4) If there is a change, a change which is not a set, in the interests of the security of a person referred to in subsection 82 (1), he shall —
(a) enter into express the full details of the changes including date changes and the circumstances that caused the changes occurred; and (b) an entry shall be made within seven days after the date of the change.
(5) for the purposes of subsection (4), if a person acquire or dispose of securities, it shall be deemed to have occurred a change in the interests of that person.
Notice of particulars to the Commission 84. (1) any person referred to in subsection 82 (1) shall give notice to the Commission in accordance with any shape in specify contains such information as including the place where he would be keeping about his interest in the securities.
(2) the notice shall be given — (a) in the case of a person required by this Act to hold a licence, as part of its application for the licence; or (b) in the case of any other person, if the person is a person referred to in subsection 82 (1), within fourteen days from the date he became that person.
(3) the notice shall be given in such a way though that person has ceased from being a person referred to in subsection 82 (1), before the expiry of that referred to in subsection (2).
Capital markets and services 157 (4) a person who ceases to be a person referred to in subsection 82 (1) shall give notice to the Commission about the dismissal in the form specified within fourteen days after he stalled.
(5) a person who does not give notice as required by this section commits an offence.
A defence against prosecution 85. (1) be a defence against prosecution for violating or failing to comply with section 83 or 84, if the defendant proves that the failure is due to he was not aware of a fact or occurrence, the existence of which is necessary to make it the offence, and that — (a) he is not aware of such at the date of the summons;
(b) he is aware of such less than fourteen days before the date of the summons; or (c) he is aware of not less than fourteen days before the date of the summons and has complied with the relevant section in any time after realizing so.
(2) for the purposes of subsection (1), a person shall be considered to be final as have been aware of a fact or occurrence at a particular time an employee or agent of the person who is the employee or agent who has duties or acting in relation to the interests of the employers or principals in the securities concerned, aware of at the time.
Production of express 86. (1) the Commission may require any person referred to in subsection 82 (1) produce for inspection the register required to be kept pursuant to section 83 and the Commission may make copies or make extracts from the register.
158 the laws of Malaysia Act 671 (2) any person who did not submit an express for inspection or do not allow the Commission to make copies or make extracts from the register commits an offence.
Details of financial journalists 87. (1) the Commission may by notice in writing require a proprietor, Publisher or producer a newspaper, periodicals, service description or recording voice, video or data to provide to the Commission the name and address of the financial journalist who has contributed any advice or provide any analysis or reports that have been published or broadcast in a newspaper, periodicals, service description or recording voice, video or data owned , published or broadcast by the proprietor, Publisher or the manufacturer or the name and address of all financial journalists have contributed any of the advice or provide any analysis or the report within the period as may be specified in the notice.
(2) any proprietor, Publisher or producer of a newspaper, periodicals, service description or recording voice, video or data that violates a notice under subsection (1) commits an offence.
The Commission may give a copy of an extract from the register of 88. The Commission may, upon receipt of the prescribed fee, furnish to any person a copy of an extract from the register obtained pursuant to section 86.
Chapter 3 the conduct of business of Subpenggal 1 – Am 89. (Struck by A1499 Act).
Capital markets and services 159 Production contract note 90. (1) the Minister may make regulations under subsection * 378 (3) with respect to the issuance of a contract note to clients the holder of a capital markets Services Licence.
(2) a holder of a capital markets services licence referred to in subsection (1) shall comply with the requirements of regulations made by the Minister in respect of the contract note.
(3) a holder of a capital markets Services Licence who contravenes any of the requirements of the regulations relating to the contract note commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding five years or both.
Disclosure of interest within 91 securities. (1) if the licensed person send a circular or other written communication of its kind in which he makes a recommendation, whether express or implied, with respect to any securities or classes of securities, the licensed person shall cause to be included in each circular or other relationships that, in typed no less easy it is to read from the reminder circular or other relationships that the rest , a statement simple and compact about the type of any interest in, or any interest in the acquisition or disposal of securities, or the securities included in the class is with a licensed person or persons associated with it on the date on the licensed person send a circular or other relations.
(2) be a defence against prosecution for an offence against subsection (1) in respect of failure to enter into a circular or other relationships a statement about the type of interest in, or an interest in the acquisition or disposal of securities, or securities included in a class of securities, which have become a relevant interest or interest * NOTE-section 378 have been replaced with new section 378 by capital markets and Services Act (Amendment) order 2011 [Act A1406].
160 the laws of Malaysia Act 671
the defendant or persons associated with the defendant that, if the defendant proves that, at the time of a circular or other communication sent, he was not aware and could not be reasonably expected to realize that — (a) she had an interest in, or an interest in the acquisition or disposal of securities, or the securities included in the class; or (b) the person associated with it have an interest in, or an interest in the acquisition or disposal of securities, or the securities included in the class, as the case may be.
(3) for the purposes of subsection (1) and (2) — (a) the interest of a person in the disposal of securities including any interest or financial gain which will, or is likely to, accrue directly or indirectly to that person when disposed of, or arising from the disposal of the securities;
(b) without limiting the generality of the preceding, a person who has made an underwriting agreement in respect of the securities shall be deemed to have an interest in the acquisition or disposal of securities; and (c) Notwithstanding the provisions of section 3, a person not associated with someone else in connection with the sending of the circular or other relationships or the making of a recommendation only because he was a Director of the body corporate other people is also a Director, whether or not the body corporate carries on a business of dealing in securities, unless such person or the person who the other acting in association , or otherwise acting jointly or under or in accordance with an arrangement between them, with respect to the transmission of the communication or circular or the making of the recommendation.
Capital markets and services 161 (4) where — (a) one has to subscribe or purchase securities for the purposes of all or any of them to be purchased; and (b) the person offering any of the securities to be purchased, the person cannot make recommendations, either orally or in writing and whether express or implied, in connection with securities being offered for purchased unless he has been informed that each person to which the recommendation was made that he acquire the securities for that purpose.
(5) where — (a) the securities offered for subscription or purchase; and (b) one has to subscribe to or purchase or are being or will be or might be required to subscribe to or purchase, any of the securities under an underwriting agreement by reason of some or all of the securities has not subscribed or purchased, that person cannot, within ninety days after the closure of the offer, make an offer to sell securities that, other than in accordance with the exercise of the ordinary trading on the stock market , or make a recommendation in respect of the securities unless the offer or recommendation that contains or is accompanied by a statement which means that offer or recommendation that is in respect of securities which have been diperolehnya, or are being or will be or might be required to diperolehnya, under an underwriting agreement by reason of some or all of the securities has not subscribed or purchased.
(6) for the purposes of subsection (5), "underwriting" includes underwriting small.
162 the laws of Malaysia Act 671 (7) a licensed cannot send to someone a circular or other written communication or an offer or recommendation to which subsection (1), (4) or (5) applies unless the circular or other relationships or an offer or recommendation of that — (a) if the licensed person is a natural person, signed by the licensed person;
(b) if the licensed person is a natural person who carries on the business of the partnership, signed by a partner in the partnership in his own name or in the name of its partnership;
(c) if the licensed person is a natural person who carries on business in a corporation, signed by a Director, Executive Officer or Secretary of the Corporation; or (d) if the licensed person is a corporation, signed by a Director, Executive Officer or Secretary of the Corporation.
(8) where a person licensed to send to someone a circular or other written communication or an offer or recommendation to which subsection (1), (4) or (5) applies, the licensed person shall keep a copy of the circular or other relationships, or an offer or recommendation of the written, duly signed by the person concerned, for a period of seven years.
(9) References in this section about the offer of securities shall be construed as including a reference to statement, however whatsoever stated, not an offer but expressly or implicitly to invite a person to whom the offer is made to acquire the securities.
(10) for the purposes of this section, a circular or other relationships or a written offer or recommendation transmitted to a person shall — (a) if it is signed by a person in the partnership, deemed to have been sent by each partner in the partnership; or capital markets and services 163 (b) if it is signed by a Director, Executive Officer or Secretary of a corporation deemed to have been sent by the Corporation.
(11) the Commission may, with the approval of the Minister if it is not to the detriment of investors, exempt in writing any securities or securities or any class of persons or persons from this section.
(12) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Recommendations by licensed 92. (1) a licensed person shall not make a recommendation with respect to any securities or derivatives to someone who could reasonably be expected to rely on the recommendations without having a reasonable basis for making such recommendations to that person.
(2) for the purposes of subsection (1), a person licensed did not have a reasonable basis for making a recommendation to someone unless — (a) the licensed person has, for the purpose of ensuring that the recommendations are appropriate, take all practicable steps to ensure that the information is owned and licensed by the trust in respect of the investment objectives, financial position and particular needs of such person is accurate and complete;
(b) the licensed person has given any consideration to and conduct any investigation about, matter the recommendations as reasonable in all the circumstances; and (c) the recommendation is based on such consideration and investigation.
164 the laws of Malaysia Act 671 (3) a licensed person who contravenes subsection (1) is not guilty of an offence.
(4) if the licensed person contravenes subsection (1) or section 91 by making a recommendation to someone and — (a) that person, because depending on the recommendations, commits an act or refrain from doing a particular Act;
(b) it is reasonable, having regard to the recommendation and all other relevant circumstances, for that person to do the Act or to refrain from doing an Act, as the case may be, because depending on the recommendations; and (c) that person suffers loss or damage as a result of doing the Act or refrain from doing the Act, licensed person shall be liable to pay damages to that person in respect of the loss or damage.
(5) a licensed person shall not be liable under subsection (4) if it is proved that a reasonable person in the circumstances of that will do or leave from doing, an act that's because depending on the recommendations even if the licensed person has complied with that subsection in respect of that recommendation.
(6) in the case of a violation of subsection (1), the licensed person shall not be liable if it is proved that the recommendation was, in all the circumstances, reasonably taking into account the information available at the licensed person about the investment objectives, financial position and particular needs of the client in the course of the recommendations is licensed.
(7) in this section, a reference to the making of a recommendation is a reference to the making of a recommendation either expressly or impliedly.
Capital markets and services 165 information to be given to any person to invest in capital market products 92a. (1) the Commission may determine the type and extent of information to be given to any person to invest in any product market capital and determination that includes — (a) information describing the main features of the capital market products;
(b) information that describes the type of obligations incurred by the dealing in the capital market products;
(c) information indicating the risk associated with the capital market products; and (d) details of terms important for the capital market products.
(2) any person who — (a) the issue or provide false or misleading information;
(b) make any statement that is false or misleading; or (c) knowingly leave from stating any matter or thing without it the misleading statements or information about a material matter, to someone who invested in the capital market products, commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
(3) no nothing in this section shall affect any right of action granted under any other laws to those who invest in the capital market products.
166 the laws of Malaysia Act 671 (4) shall be a defence against prosecution or any proceedings against violations of this section by any person if he prove that — (a) he has made all reasonable investigations in the circumstances; and (b) after making inquiry, he had reasonable grounds to believe and have believed until the time the statement was made or the information provided that — (i) a statement or information that is true and not misleading; or (ii) there is a material omission.
Priority is given to client orders 93. (1) except as permitted under subsection (2) — (a) the capital markets services licence who carries on the business of dealing in securities or fund management while acting as principal or on behalf of persons associated with or related to the holder; or (b) representative of the holder of a capital markets services licence while acting for its own account or on behalf of the associated or in connection with the representative, cannot make a transaction of purchase or sale of securities permitted for traded on the stock market of a stock exchange if shareholders or clients representatives who are not affiliated with or has nothing to do with the holder or the representative, has ordered the representative or holder to buy or sell , respectively, of securities of the same class and the holder or the representative do not comply with such directions.
Capital markets and services 167 (2) subsection (1) shall not apply in relation to the making of a transaction by the capital markets services licence who carries on the business of dealing in securities or fund management as principal or on behalf of persons associated with or related to the holder, or by the holder of the account itself or on behalf of persons associated with or related to the representative , if — (a) the instructions of the client the holder requires the purchase or sale of securities on behalf of clients is carried out only on conditions determined in relation to the price of the securities to be purchased or sold and the holder or representative of the holder could not buy or sell the securities due to the conditions; or (b) the transaction is made in prescribed circumstances.
(3) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars and imprisonment for a term not exceeding five years or both.
94.0-95. (Struck by A1499 Act).
Additional obligations on the person licensed 96. (1) in addition to the requirements imposed on the person licensed under this Act, the Commission may impose — (a) in the case of a licensed person generally or any class of persons licensed; or (b) in the case of any person licensed certain instruction given to that person, any further requirements that are found suitable by the Commission with respect to the conduct of financial affairs or person licensed it.
168 the laws of Malaysia Act 671 (2) a licensed person shall comply with any requirements imposed under subsection (1).
(3) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years or both.
Subpenggal 2 — Securities Dealing as principal 97. (1) subject to subsection (4), holder of a capital markets services licence who carries on the business of dealing securities may not, as principal, dealing in any securities with someone who is not the holder unless the holder first inform that person that the holder is acting in the transaction as principal and not as agent.
(2) References in this section about the holder of a capital markets Services Licence who carries on the business of dealing in securities as principal includes a reference to a person — (a) dealing or making a transaction on behalf of a person who is associated with the holder;
(b) dealing in securities on behalf of a corporation in which it has a controlling interest; or (c) if it carries on a business of dealing in securities on behalf of a corporation in which his interest and the interest of its directors together into a controlling interest.
(3) the capital markets services licence who carries on the business of dealing in securities, who as principal, dealing in securities with a person who is not the holder of the contract note shall state that the holder is acting in the transaction as principal and not as agent.
Capital markets and services 169 (4) subsection (1) shall not apply to the sale or purchase of securities transactions berlot odd made by the holder of a capital markets services licence who is skilled in organization participants and transactions relating to securities berlot odd.
(5) if the holder of a capital markets services licence who carries on the business of dealing securities in violation of subsection (1) or (3) in respect of a contract — (a) for the sale of securities by the holder, the buyer of the securities may, if he has not liquidate them, cancel the contract through a cancellation notice in writing given to the holder not later than fourteen days after receipt of the contract note or when aware of a violation of subsection (1) or (3) , whichever is the later; or (b) for the purchase of securities by the holder of the securities, the seller may cancel the contract by a cancellation notice in writing given to the holder not later than fourteen days after receipt of the contract note or when aware of a violation of subsection (1) or (3), whichever is later.
(6) any right of action granted over the buyer or seller under subsection (5) is in addition to any rights on the buyer or seller under any other law.
(7) a person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Short sale of 98. (1) subject to this section and any regulations made, one cannot sell unless, at the time he sells — (a) he has or, if he is selling as agent, principals have; or 170 laws of Malaysia Act 671 (b) he believes on reasonable grounds that he has, or if he is selling as agent, principals have, at that time a right that can be used and without conditions for vesting of the securities at the securities buyers.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or both.
(3) for the purposes of subsection (1) — (a) a person who, at any given time, have at that time a right that can be used and without conditions so that securities vested to it or follow the instructions shall be deemed to have at that time a right that can be used and unconditionally to vest the securities at one another; and (b) the right of a person to vest securities on someone else not be deemed not unconditionally only by reason of the fact that the securities or digadaikan backed up in the interest of someone to get the reimbursement money.
(4) subsection (1) shall not apply in relation to any of the following circumstances: (a) the sale of securities by the holder of a capital markets Services Licence who carries on the business of dealing in securities in transactions relating to securities berlot odd, which is a sale made by him as principal solely for the purposes of — (i) receive an offer to buy securities berlot odd; or (ii) dispose of any less than a group of marketable securities by way of selling a group of marketable securities;
Capital markets and services 171 (b) sale of securities by a person before the time of sale have made a contract to purchase the Securities and that has the right so that the securities vested to it, namely, conditional only on all or any of the following: (i) the payment of consideration in connection with such purchase;
(ii) the receipt by him of an instrument of transfer of appropriate in respect of the securities; or (iii) the receipt by him of the documents is, or is a document of title to, the securities;
(c) sale of securities if — (i) the securities included in the class of securities available thereto the provisions in the rules of the relevant stock exchange gave the impression that the class is a class of securities to which this paragraph applies;
(ii) no pen i tu lan d ibua t imana as provided by the rules of the stock exchange; and (iii) at the time of the sale, the person who sold the securities, or any person on behalf of the person who first mentioned that sold the securities, is not an affiliate, in respect of the sale of the body corporate issuing or making available of such securities;
(d) sale of securities permitted by Bank Negara operated as in short term money market;
172 the laws of Malaysia Act 671 (e) sale of securities — (i) for a class or category thereof; or (ii) which operated as a manner or in circumstances, as may be prescribed by the Minister; and
(f) manufacturing or trading in derivatives, or anything related to it, done in a derivatives market derivatives exchange or in a derivative market exception.
(5) for the purposes of this section, a "group can market" in relation to securities listed for quotation on the stock market of a stock exchange, means the group can market the securities within the meaning of the rules of the stock exchange.
(6) any person who ordered the holder of a capital markets Services Licence who carries on the business of dealing in securities to effect a sale of securities to which subsection (1) applies but for paragraph (4) (c) shall, at the time of giving the instructions, informing the holder that the sales are short sales.
(7) a person who, in the stock market of a stock exchange, perform, whether as principal or agent, a sale of securities to which subsection (1) applies but for paragraph (4) (c) shall cause to be endorsed on any documents that prove the sales given to those who, whether as principal or agent, buy the securities a statement that the sale was the short sales.
(8) for the purposes of this section, if a person — (a) purporting to sell securities;
(b) offers to sell securities;
Capital markets and services 173 (c) submitting himself to be eligible to sell securities; or (d) order the holder of a capital markets services licence who carries on the business of dealing in securities to sell securities, he shall be deemed to sell securities.
Subpenggal 3 — Derivatives derivatives coordinated coordinated trading in own account for 99. (1) the holder of a capital markets Services Licence who carries on the business of dealing in derivatives may not, as principal, trading in any derivatives coordinated with someone who is not a holder except when he or she first notify that person in writing that he is acting in the transaction as principal and not as agent.
(2) References in this section to the holder of a capital markets services licence who carries on the business of dealing in derivatives as principal includes a reference to a person — (a) dealing or making a transaction on behalf of a person who is associated with the holder;
(b) dealing in derivatives on behalf of a corporation in which it has a controlling interest; or (c) dealing in derivatives on behalf of a corporation that its interest and the interest of its directors together into a controlling interest.
(3) no anything in section 107 shall affect any right of action granted to one purchaser or vendor under any other laws relating to the transaction.
100. (Cut by A1406 Act).
174 the laws of Malaysia Act 671 Restriction of trading in derivatives coordinated 101. (1) the Commission or bursa derivatives with the approval of the Commission may, by notice in writing from time to time, determine any limits it may deem necessary for the amount of trade that can be done or a position can be taken by any person under a coordinated derivatives.
(2) in determining whether a person has exceeded the limits referred to in subsection (1), the position taken and the trading carried out by any person directly or indirectly controlled by such person shall be deposited in the position taken and trade made by that person.
(3) the limits referred to in subsection (1) for the trading position and shall apply to the positions taken, and trading done, by two or more persons acting pursuant to an agreement or understanding or implied as though the position taken, or trading is done, by a single person.
(4) a person shall not be directly or indirectly — (a) trade or agree to trade in derivatives coordinated with trade to exceed the limits specified for the period specified by the Commission or the derivatives exchanges under this section; or (b) take a position under derivatives coordinated for any class in excess of any limit position determined by the Commission or bursa derivatives under this section for the purpose of derivatives coordinated it.
(5) this section shall not prevent the Commission or bursa derivatives of determining limit trade or different positions for the type or class of derivatives coordinated different or different limits for the type or class of the same coordinated derivatives traded for different purposes, different delivery months or different days remaining until the last day of trading in any derivatives coordinated for the purpose of subsection (4).
Capital markets and services 175 102. (Struck by A1406 Act).
103. (Cut by A1406 Act).
Delivery massage and exercise of order 104. (1) the holder of a capital markets Services Licence who carries on the business of dealing in derivatives cannot be ordered someone else to carry out the directions of the holder of the client the holder who first mentioned unless the client consent has been obtained.
(2) subject to subsection (3), the holder of a capital markets services licence who carries on the business of dealing in derivatives shall send the instructions sequentially all received by the holder to trade in a class of derivatives coordinated on or close to the market price for a derivatives coordinated from the class that is immediately before the command is run.
(3) where — (a) the holder of a capital markets services licence who carries on the business of dealing in derivatives plans to trade in a derivative class on his account own coordinated;
(b) the person by whom or on its instructions, the instructions for trade want to sent someone the client aware of the instructions the holder to trade in derivative classes coordinated on or close to the market price for a derivatives coordinated from the classes available at that time; and (c) the client instructions have not been sent, the person cannot send, and cannot give directions to any others to send, instructions to give effect to the recommendations of the holder to trade in derivative classes before the clients coordinated instructions delivered.
176 the laws of Malaysia Act 671 (4) holder of a capital markets services licence who carries on the business of dealing in derivatives, or a Director, officer, employee or representative of the holder of a capital markets services licence who carries on the business of dealing in derivatives may not, except —
(a) to the extent necessary to carry out the directive concerned;
(b) as required by this Act or any other law; or (c) as required by the rules of any Exchange derivatives that the holder is a blend, disclose to any other person the instructions someone clients to trade in a class of derivatives coordinated.
(5) the holder of a capital markets services licence who carries on the business of dealing in derivatives, which is a combination of a bursa derivatives and involved in carrying out the instructions for trading in derivatives coordinated in a derivatives market derivatives exchange shall exercise all the instructions sequentially based on the instructions received by the holder to trade in a class of derivatives coordinated on or close to the market price for a derivatives coordinated from the classes available immediately before running the command.
(6) if — (a) within a certain period, the capital markets services licence who carries on the business of dealing in derivatives sends instructions (whether or not the command consists of or includes instructions to give effect to the recommendations of the holder to trade in derivative classes applicable on the account holders coordinated itself) to trade in a class of derivatives coordinated on or close to the market price for derivatives the existing coordinated class immediately before the exercise of such directions; and capital markets and services 177 (b) trade in derivative classes that implemented coordinated under the direction of the, the holder shall, except to the extent otherwise provided by rules of bursa derivatives the holder takes the form, assign a trade according to the instructions that — (A) the trade is carried out in accordance therewith; and (B) the in accordance therewith the holder sends the command.
(7) the holder of a capital markets services licence who carries on the business of dealing in derivatives shall keep, in accordance with the regulations, a record stating the particulars set out on — (a) an instruction by a client to trade in derivatives coordinated;
(b) the date and time of receipt, delivery and conduct of such directions;
(c) the person by whom the command is received, the person by whom the commands sent and the person by whom the instructions are carried out;
(d) the date and time of receipt, delivery and conduct of instructions to trade in derivatives coordinated on the account holder itself; and (e) the person by whom the command of the type referred to in paragraph (d) is received, the person by whom the commands sent and the person by whom the instructions are carried out, and shall retain the record for a specified period.
178 the laws of Malaysia Act 671 (8) If — (a) the holder of a capital markets services licence who carries on the business of dealing in derivatives send, to carry out in a derivatives market outside Malaysia, instructions to trade in derivatives coordinated; and (b) it is not reasonably practicable for the holder to State in the record kept by the holder under subsection (7), details of which are set on the date and time of the exercise of such directions, the holder shall state the details as accurately as reasonably practicable.
(9) in this section, a reference to the delivery instructions to trade in a given class of derivatives coordinated by capital markets services licence who carries on the business of dealing in derivatives is sound if the holder has — (a) direct access to derivatives market that such directions shall be carried out, to the delivery of the instruction to the derivatives market; or (b) access to the derivatives market such directions shall be carried out only through the holder of a capital markets services licence who carries on another business of dealing in derivatives, to the delivery of the instruction to the other.
Trade in derivatives coordinated outside Malaysia 105. (1) the holder of a capital markets Services Licence who carries on the business of dealing in derivatives or carries on the business management of the Fund in respect of derivatives trading in derivatives could not be coordinated in any derivatives market outside Malaysia unless — (a) the derivatives market of the Bursa derivatives market is Determined; or (b) derivatives that are coordinated from class derivatives coordinated approved.
Capital markets and services 179 (2) where — (a) the Commission has reason to believe that circumstances exist which, in the opinion of the Commission, is likely to affect the proper operation of any derivatives market Determined Exchange or cause disruption to trading in derivatives coordinated properly in the market for such derivatives;
(b) indicated that the holder of a capital markets services licence who carries on the business of dealing in derivatives or carries on the business management of the Fund in respect of derivatives or any employee, Director or his/her representative has acted in such a way, in relation to the handling of — (i) any derivatives market a derivatives exchange or in respect of which a clearing centre approved the holding of the Exposition Center facilities; or;
(ii) any Specified Exchange derivatives market, which is likely to harm the public interest;
(c) the holder of a capital markets services licence who carries on the business of dealing in derivatives or carries on the business management of the Fund in respect of derivatives had broken — (i) securities laws;
(ii) rules of bursa derivatives or clearing centre approved a capital markets services licensee who carries on the business of dealing in derivatives or carries on the business of the Fund management in relation to derivatives is combined; or (iii) any conditions that apply in respect of licences; or 180 laws of Malaysia Act 671 (d) other prescribed circumstances exist in respect of the holder of a capital markets services licence who carries on the business of dealing in derivatives or fund management in relation to derivatives, the Commission may direct — (A) the holder of a capital markets services licence who carries on the business of dealing in derivatives or fund management in relation to derivatives that stop trading in derivatives coordinated , or in any derivative classes, coordinated in any derivatives market Determined Exchange; or
(B) so that trade in derivatives, or coordinated in any derivative classes, coordinated by the capital markets services licence who carries on the business of dealing in derivatives or fund management in relation to derivatives on the market derivative transactions of any Exchange Specified limited to closure of derivatives coordinated.
(3) for the purposes of this section — (a) Bursa defined any derivatives market as provided in the rules of bursa derivatives as Bursa Determined; or (b) an approved class of derivatives is coordinated such class derivatives market derivatives coordinated a Bursa is determined as provided in the rules of bursa derivatives coordinated approved.
(4) any holder of a capital markets services licence who carries on the business of dealing in derivatives or fund management in relation to derivatives who contravenes subsection (1) or of any direction made under subsection (2) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
106. (Cut by A1437 Act).
Capital markets and services 181 failure to comply with section 99, 101 and 104 107. A person who contravenes section 99, 101 and 104 commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Subpenggal 4 – counter Derivatives 107a Interpretation. For the purposes of this Subpenggal, "derivative" means a derivative through the counter.
Approval of a trade repository 107b. (1) the Commission may in writing approve any body corporate to become a trade repository.
(2) the Commission may not give approval under subsection (1) unless the Commission is satisfied that — (a) the body corporate will be able to carry out functions as may be determined;
(b) the body corporate has financial resources, manpower and other resources to carry out the functions as may be determined; and (c) the body corporate has rules and procedures to enable it to discharge its function.
Application for the grant of approval not be. (1) an application for the grant of approval as a repository of trade should be made to the Commission in such form and manner as may be determined by the Commission.
182 the laws of Malaysia Act 671 (2) the Commission may require a body corporate to provide to the Commission information or document as may be deemed necessary by the Commission for the purposes of the application.
(3) the Commission may approve the body corporate, impose conditions or restrictions it deems fit by the Commission.
Withdrawal of approval 107d. (1) the Commission may revoke an approval given to a trade repository if the Commission is satisfied that — (a) a trade repository is unable to perform any of the functions and responsibilities as may be determined by the Commission;
(b) a trade repository that has violated any of the terms and conditions imposed under subsection (3) not be;
(c) a trade repository that has violated any of the provisions of securities laws or any law involving fraud or dishonesty;
(d) a trade repository that does not comply with any instructions issued by the Commission under this Subpenggal;
(e) the trade repository is being wound up or otherwise dissolved;
(f) a trade repository that doesn't explain the whole or in part a debt judgment against him;
(g) a receiver, receiver and Manager, or equivalent person has been appointed, in respect of any property the trade repository;
Capital markets and services 183 (h) repository the trading, whether within or outside Malaysia, making a compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force; or (i) any information or documents submitted by the trade repository for the purposes of this Subpenggal was incorrect or misleading or from whom there are omissions of material.
(2) subject to subsection (3), the Commission may withdraw the approval given to a trade repository whenever there is a request in writing by the trade repository to stop operating as a trade repository.
(3) If a repository has been trading on its own will make a request to stop its operation under subsection (2), the Commission may refuse to withdraw the approval if the Commission considers that — (a) in the public interest or the person referred to under subsection 107j (1), any matters relating to a trade repository should be investigated before the approval is withdrawn under subsection (2); and (b) the withdrawal of approval contrary to the public interest or the person referred to under subsection 107j (1).
(4) the Commission cannot take any action under subsection (1) without giving the trade repository an opportunity to be heard.
Appointment of directors or Chief Executive of a trade repository approved 107e. A repository of trade shall obtain the approval of the Commission prior to appoint any of the directors or Chief Executive.
184 the laws of Malaysia Act 671 obligation of confidentiality 107f. (1) a Director, officer, employee or agent of a trade repository may not disclose any information or document obtained in carrying out its duties unless — (a) in the circumstances set out under section 107g; or (b) to the Commission if the Commission is of the view that the disclosure is necessary in the public interest or for the protection of investors.
(2) any person who has information or documents in his knowledge of penzahirannya in breach of subsection (1) shall not in any manner whatsoever disclose the information or document to any of the others.
(3) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding five years or both.
Allowable disclosure 107g. Someone referred to under subsection 107f (1) cannot be refused to disclose any information or document — (a) any person referred to under subsection 107j (1), has given consent in writing to the consolidation;
(b) in the case where any person referred to under subsection 107j (1) has been declared bankrupt in or outside Malaysia;
(c) for the purposes of initiating, or are currently in, any civil action between a trade repository and any person referred to under subsection 107j (1);
Capital markets and services 185 (d) to any person authorized to investigate any offence under any other law, and the disclosure, in any case, limited to the Affairs of any person referred to under subsection 107j (1);
(e) for the purpose of enabling or assisting the Commission in performing its functions under securities laws or any other written law;
(f) for the purpose of enabling or assisting the Central Bank to carry out its objectives or carry out its functions under Central Bank of Malaysia Act 2009 and any other written law enforced by the Central Bank;
(g) for purposes of risk assessment and surveillance by Perbadanan Insurans Deposit Malaysia in carrying out its duties and functions under the Akta Perbadanan Insurans Deposit Malaysia 2011 [Act 720]; or (h) for the purpose of enabling or assisting the Auditors for a trade repository for performance of its functions.
The Commission's power to issue directions 107h. (1) the Commission may give the repository a trading instructions of a general or specific if it deems it necessary or expedient — (a) for an effective administration for a trade repository it;
(b) to ensure compliance with any conditions or restrictions imposed on the trade repository; or (c) in the public interest or for the protection of investors.
(2) a trade repository fails to comply with any direction given under this section commits an offence.
186 laws of Malaysia Act 671 rules repository 107i trading. Amendments to the rules of a trade repository can only be effective upon approval by the Commission.
Obligation to report 107j. (1) the holder of a capital markets Services Licence, the person registered or any other person dealing in derivatives shall report such information as may be determined by the Commission, including any amendment, modification, alteration or changes to the information, to a trade repository.
(2) this section does not apply for the purpose of dealing in derivatives the Bank Negara or the Government of Malaysia is a party.
(3) for the purposes of subsection (1), the Commission may determine the form and manner of information that should be reported to the trade repository.
(4) for the purposes of this section, "derivatives" shall include derivatives market price, value, delivery or payment obligations derived from, referring to or based on currency exchange rates.
(5) any person who — (a) fails to comply with any of the requirements of this section; or (b) submitting false or misleading information or from whom there are omissions of material to a trade repository, commits an offence and shall, on conviction, to imprisonment for a term not exceeding ten years or to a fine not exceeding three million ringgit or both.
(6) a trade repository shall, upon request of the Commission, provide information that diperolehnya under subsection (1) to the Commission.
Capital markets and services 187 of Division 4 of the book, client asset protection and audit Subpenggal 1 — books Carrying books and grant statement 108. (1) the holder of a capital markets Services Licence — (a) shall maintain, or cause maintained, in the national language or English any accounting and other books that will adequately explain the transactions and the financial position of its conduct and allows profit and loss account and a balance sheet that is true and fair is available from time to time; and (b) maintain, or cause maintained any accounting records and other books in a manner that will allow it to easily and should be audited.
(2) an entry in the accounting records and other capital markets services licensee required to be maintained pursuant to this section shall be deemed to have been made by, or with consent of, the holder.
(3) the holder of a capital markets services licence shall retain any accounting and other books as required maintained under this Act for a period of not less than seven years.
(4) the holder of a capital markets services licence shall — (a) give any statement and records in such form and manner as may be determined by the Commission; and (b) provide any information relating to its conduct as determined by the Commission.
188 the laws of Malaysia Act 671 (5) without prejudice to the generality of subsection (1), every holder of a capital markets services licence shall maintain such accounting and other books in such form and manner as may be determined by the Commission.
(6) a person who — (a) contravenes this section commits an offence and shall, on conviction, to a fine not exceeding five hundred thousand dollars; or (b) with intent to memfraud, contravenes this section, commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both of each.
Subpenggal 2 — the treatment of the assets of the client with respect to the application of this security Subpenggal 109. This Subpenggal shall apply to holders of capital markets services licence who carries on the business of dealing in securities, whether it is carried out within or outside Malaysia.
Interpretation of 110. In this Subpenggal, unless the context otherwise requires — "client assets" includes money or other property received or held save by or deposited with, the holder of a capital markets services licence in the course of its conduct for which the holder liable to explain to his client, and any money or other property which accrued therefrom;
"holder of a capital markets services licence" means the holder of a capital markets Services Licence who carries on the business of dealing in securities.
Capital markets and services certain Money received 189 by the capital markets services licence shall be paid into the trust account 111. (1) the holder of a capital markets Services Licence shall hold and keep at the licensed institution in a trust account or more specified or proved as such into it he shall pay —
(a) all amounts, less any brokerage fees and charges should be another, received from or on account of any person, other than the holder of a capital markets services licence, for the purchase of securities and which cannot be associated with securities sent submit to holders of capital markets services licence not later than the next business day the bank or any other day as determined by the Commission upon which it is received by the holder; and (b) all amounts, less any brokerage fees and other charges, should be received for or on account of any person, other than the holder of a capital markets services licence, from the sale of securities and which are not paid to that person or as directed by that person not later than the next business day the bank or any other day as determined by the Commission upon which it is received by the holder.
(2) Notwithstanding anything contained in subsection (1), if a holder of a capital markets services licence to receive payment in a place outside Malaysia, the holder can save costs in one or more trust accounts in a licensed institution outside Malaysia to carry out financial or banking services.
(3) the holder of a Capital markets services licence — (a) contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars; or 190 laws of Malaysia Act 671 (b) with intent to memfraud, contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both of each.
Client assets in addition to the money received by the holder of a capital markets services licence 112. (1) the holder of a capital markets Services Licence shall manage any client assets besides money, received, held or deposited with it in the course of its conduct, and for which it is liable for explain to his client, in such manner as may be prescribed in regulations made under this Act.
(2) the holder of a Capital markets services licence contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years or both of each.
Withdrawals from the trust account 113. (1) the holder of a capital markets Services Licence cannot withdraw any money from the trust account except for the purpose of making payments — (a) to, or follow the instructions in writing, a person who is entitled to the money;
(b) paying brokerage charges and any other charges should be; or (c) which are otherwise permitted by law.
(2) except as otherwise provided in subsection (1), money held in a trust account cannot be used to pay the debt capital markets services licensee or due or taken in execution under an order or process of any court.
Capital markets and services 191 (3) a person violating this section is guilty of an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or both.
Holder of a capital markets services licence shall give a copy of the entry in the books of 114. (1) the holder of a capital markets Services Licence shall provide, when requested, to his client or any person authorised by the client, a copy of every entry in his book relating to any transactions carried out on behalf of the client and the holder is entitled to levy a reasonable charges therefor.
(2) the client or any person authorised by the client shall be entitled at any time to examine any contract note or document relating to the transactions referred to in subsection (1) for free.
Claims and liens are not touched 115. There is nothing in this Subpenggal shall be construed as rejecting or prejudice to any lien or claim legal law any person have against or over any money — (a) held in the trust account; or (b) received for the purchase of securities or from the sale of securities before the money is paid into the trust account.
Subpenggal 3 – the treatment of the assets of the client in respect of derivatives Application Subpenggal this 116. This Subpenggal shall apply to holders of capital markets services licence who carries on the business of dealing in derivatives whether it is carried out within or outside Malaysia.
192 the laws of Malaysia Act 671 Interpretation 117. (1) for the purposes of this Subpenggal, unless the context otherwise requires — "client assets" includes money or other property received or held save by or deposited with, the holder of a capital markets services licence in the course of its conduct for which the holder liable for explain to his client, and any money or other property which accrued therefrom;
"property" includes credit facilities;
"the respective credit balance", in relation to client capital markets services licensee, means the number of — (a) in respect of the amount deposited into the account of the client isolated clients, for the holder, the less total of amounts that have been removed from the account; and (b) the value of the property other than money — (i) in respect of the client, has been deposited by the holder into safe custody under section 118 and not removed from the safe custody; and (ii) under the terms and conditions of which it deposited with, or received by, the holder, is sufficient to explain, or to provide securities related to clarification, liabilities related to the client;
"line of credit" means the documents proving the right of a person to obtain a loan or other facilities of another person and, without prejudice to the generality of the preceding, including letters of credit and bank guarantees;
"client", in respect of the holder of a capital markets services licence, means a person on his behalf the holder to trade or from whom the holder receives instructions for dealing in derivatives;
Capital markets and services 193 "resolve", in relation to business in derivatives, including making penghantarserahan, or receive penghantarserahan, something to which the derivative instrument relates;
"holder of a capital markets services licence" means the holder of a capital markets services licence who carries on the business of dealing in derivatives;
"related liabilities", in relation to client capital markets services licensee, means the debts and liabilities of the client arising from business in derivatives that are implemented by the holder for the client.
(2) for the purposes of the definition of "relevant credit balance" in subsection (1), the value property details at any particular time is — (a) if the item is a line of credit, the amount of money that a person is entitled to the rights evidenced by a line of credit that can, at that time or within a reasonable period after that time, acquire the rights due; or (b) if it is other than a line of credit, the market value of the property at the end of the day matters on before that time.
Segregation of client assets 118. (1) if any of the client's assets deposited with, or received by, the holder of a capital markets services licence to or on behalf of a client of the holder in relation to — (a) business in derivatives that were taken or proposed to be carried out, whether within or outside Malaysia; or (b) the instruction by the client, whether in or outside Malaysia, 194 laws of Malaysia Act 671 the holder shall — (A) with respect to money, deposited the money into the account of a client isolated the holder stored and maintained within Malaysia or anywhere that money deposited with or received by, the holder; or (B) in respect of property, depositing the property into safe custody in Malaysia or anywhere the property deposited with or received by the holder, in the manner the property is kept separate from the assets of other property deposited by the holder into safe custody under this subsection, no later than the next banking day or any other day as determined by the Commission after the money or property is deposited with or received by , the holder the day that amount or property that can be deposited as first mentioned in paragraph (A) or (B), as the case may be.
(2) without prejudice to the generality of subsection (1), if the business-related derivatives carried out, whether within or outside Malaysia, by the holder of a capital markets services licence, the holder receives from any person an amount of money, which in part or all of which can be linked with business in derivatives implemented so, either within or outside of Malaysia, on behalf of the client the holder , the holder shall, not later than the next banking day or any other day as determined by the Commission that the amount of such money should be deposited, deposit that amount into your client kept isolated and maintained within Malaysia or anywhere the holder receives that amount.
(3) the holder of a capital markets services licence shall not be issued any money in the account of client, except for isolated purpose of — (a) making payment to or according to the instructions in writing, a person who is entitled to the money;
Capital markets and services 195 (b) make payments for or in connection with, the production, pemarginan, assurance, pencagaran, migration, adjustment or settlement of the derivative business carried out by the holder on behalf of the client;
(c) paying brokerage charges and other charges should be made in respect of business in derivatives carried out by the holder on behalf of the client;
(d) melaburkannya — (i) as a deposit to flowers with a licensed bank;
(ii) as a deposit with an approved clearing Center for a derivatives exchange; or (iii) in any other prescribed manner; or (e) make payments otherwise authorized by law or by rules of bursa derivatives or centre approved explanation with it the holder takes the form of, or as permitted by subsection (7).
(4) the holder of a capital markets services licence cannot manage the assets deposited by the holder into custody under subsection (1) except in accordance with the terms and conditions of the property deposited with or received by, the holder.
(5) the holder of a capital markets services licence cannot invest the amount under paragraph 3 (d) to deposit it with someone to be invested by the person unless the holder — (a) have told the person that that amount has been removed from the isolated client account and the holder is the money that the holder has the right clients; and 196 laws of Malaysia Act 671 (b) has obtained from the person a written statement signed by that person, stating the amount and who acknowledge that the holder has informed such person as may be required under paragraph (a).
(6) If, at any particular time, the total amount of liabilities related to client the holder of a capital markets services licence exceeds the respective credit balance of the client, the holder may, in respect of the client, to deposit into the account of a client isolated the holder an amount not more than the amount of the excess, and, if the holder to do so, the amount deposited shall be calculated , subject to subsection (7), as the client has the right.
(7) if — (a) the holder of a capital markets services licence has, in respect of the holder, the client to deposit the amount under subsection (6) to the account holder's client is isolated; and (b) the respective credit balance the client exceed the total amount the client-related liabilities, the holder can withdraw from the account the total of the amounts referred to in paragraph (a) not exceeding the amount of the excess referred to in paragraph (b).
(8) the holder of a capital markets services licence shall keep, in respect of any separate client accounts, the accounting records — (a) separate from any other accounting records of the holder;
(b) recorded separately in respect of each client the holder details amount deposited into and the amount that is removed from the client's account; and capital markets and services 197 (c) recorded separately from the particulars referred to in paragraph (b) —
(i) details (including details of production) the amount deposited in accordance with subsection (2) into the account that cannot be associated with a business in derivatives that are implemented by the holder on behalf of its clients;
(ii) details of all the amount deposited into the account under subsection (6); and (iii) details of all amounts withdrawn from an account under subsection (7).
(9) the holder of a capital markets services licence shall keep records — (a) in relation to deposit assets into safe custody by the holder under subsection (1); and (b) recorded separately the details property deposited in respect of each client.
(10) Section 108 shall apply in respect of the accounting records and any other records required by subsection (8) and (9) be kept by the holder, and shall apply as if the accounting records and other records was accounting records required by that section to be kept by the holder.
(11) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or both.
Money in the account and the Club cannot be used for the payment of debts, etc.
119. (1) Notwithstanding anything contained in the companies Act 1965, but subject to subsection (2) and (3) — (a) the money deposited by the holder of a capital markets services licence under section 118 into account isolated client the holder;
198 the laws of Malaysia Act 671 (b) property deposited money into it by the holder of a capital markets services licence referred to in paragraph (a) was invested under paragraph 118 (3) (d); and (c) property deposited by capital markets services licensees into safe custody under subsection 118 (1), shall not be used for the payment of debts or liabilities of the holder or can be detained or taken in execution under the order or process of the Court at the request of people who sue in respect of such debt or liability.
(2) no nothing in subsection (1) touching the right client capital markets services licensees to recover money or property that the client has the right.
(3) subsection (1) does not apply in respect of money capital markets services licensee reserves the right to withdraw funds from the account of the client the holder for isolated purpose of making payment to the holder or otherwise under subsection 118 (3).
(4) where the holder of a capital markets services licence is putting money under paragraph 118 (3) (d) to deposit it with someone for invested, any money or any property in which the person invested any money cannot be used for the payment of debts or liabilities of that person or be detained or taken in execution under the order or process of the Court at the request of people who sue in respect of such debt or liability.
(5) without prejudice to the rights holders of capital markets services licence under any other written law, subsection (4) may only be used by the holder or any person claiming on behalf of or in the name of the holder for the purpose of settling any liability due to the clearing centre, approved in respect of derivatives by the holder for a client to whom any money or property referred to in subsection (4) is meant.
Capital markets and services 199 (6) no anything in sections 118 and this section shall affect the claim or lien which is owned by the capital markets services licence, in connection with the business of dealing in derivatives carried out by him, under an agreement, any law in or outside Malaysia, against or above — (a) the money deposited by the holder under section 118 into account isolated client the holder;
(b) the property in which money deposited such invested under paragraph 118 (3) (d); or (c) property deposited by the holder into safe custody under subsection 118 (1).
(7) a person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or both.
Subpenggal 4 — treatment of client asset management fund adoption of this Subpenggal 120. (1) this Subpenggal apply to the holder of a capital markets Services Licence who carries on the business management of the Fund.
(2) no anything in Subpenggal this could apply to a corporation that manages a portfolio of securities or derivatives solely for or on behalf of any of its related corporations, provided that the securities or derivatives of the Corporation the second referred to which is managed by the Corporation first referred to non-derivative securities or held in trust or on behalf of or beneficially owned by any person other , or due to any investment contract made by the Corporation, the latter referred to it.
(3) for the purposes of this section, "investment contract" has the meaning assigned to it in subsection 84 (1) of the companies Act 1965.
200 laws of Malaysia Act 671 Interpretation 121. For the purposes of this Subpenggal, unless the context otherwise requires — "trust account" means current accounts, deposits or assets — (a) kept with the custodian; or (b) be kept by any person authorized by the Commission under subsection 122 (2);
"the assets of the client" includes money or other property received or held save by or deposited with the holder of a capital markets services licence received in the course of its conduct that the holder be liable to explain to his client, and includes money received or property deposited with or held by the custodian or by any other persons as permitted by the Commission under this Subpenggal for which it is liable to explain or submit to the client;
"holder of a capital markets services licence" means the holder of a capital markets Services Licence who carries on the business management of the Fund;
"guardian", in relation to client capital markets services licensee, means — (a) a licensed bank as defined in * of the banking and financial institutions Act 1989 appointed by the Fund Manager with the client's written consent in advance;
(b) merchant banks licensed as defined in the banking and financial institutions Act 1989 appointed by the Fund Manager with the client in advance written permission;
* NOTE — of the banking and financial institutions Act 1989 [Act 372] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
Capital markets and services 201 (c) trust companies registered under the trust companies Act 1949 [Act 100];
(d) Amanah Raya Berhad;
(e) Organization of participants;
(f) subsidiary fully owned by any institution specified under paragraph (a), (b) and (e) providing nominees;
(fa) any institution licensed or allowed outside Malaysia to provide nursing services; or (g) any other person as may be specified in writing by the Commission.
Handling of trust accounts 122. (1) the holder of a capital markets Services Licence shall open a trust account for the assets of its clients and shall make arrangements for custodians to maintain the trust account.
(1a) subsection (1) shall not apply if clients make their own perkiraannya for guardian to maintain a trust account.
(2) the Commission may, if it thinks fit to do so, exempt a holder of a capital markets services licence from the requirement under subsection (1) to make arrangements for carers to maintain the trust account and authorize any other person to maintain the trust account.
(3) the holder of a capital markets services licence shall be depositing client's assets into trust accounts maintained by the custodian or any other person authorized by the Commission under subsection (2), as the case may be, not later than the next banking day or any other day as determined by the Commission, following the day the holder receives the assets of the client.
202 the laws of Malaysia Act 671 (4) Notwithstanding subsection (1), if the client assets required by this section shall be deposited into trust accounts received by the holder of a capital markets services licence somewhere outside of Malaysia, the holder may deposit the assets into the trust account maintained by the custodian outside of Malaysia.
(5) the holder of a capital markets services licence shall not be able to withdraw from or manage client assets in the trust account except for the purpose of making payments — (a) to the person entitled to it; or (b) which are otherwise permitted by law.
(6) except as otherwise provided for in this Subpenggal, client assets held in a trust account shall not be used for the payment of the debt capital markets services licensee or can be paid or taken in execution under process of the Court or an order for the payment of the debt capital markets services licensees.
(7) the holder of a capital markets Services Representative Licence that allows the holder to conduct management fund cannot accept or hold client assets unless he is doing so on behalf of the holder of a capital markets services licence and in the course of employment under the employment contract with the holder.
(8) there is nothing in this Subpenggal shall be construed as a delete or prejudice to any lien or claim the legal act by any person of or over any client assets held in the trust account or against or on any client assets received for the purchase or disposal of securities before the assets are deposited into the trust account.
(9) a person who — (a) contravenes this section commits an offence and shall, on conviction, to a fine not exceeding five hundred thousand dollars; or (b) with intent to memfraud, contravenes this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Capital markets and services 203 client Assets 123. (1) the holder of a capital markets Services Licence shall not be dealing in securities or dealing in derivatives for or on behalf of one's client unless, to the extent that the holder receives the client assets — (a) the holder to do so on the basis that the assets are to be used solely for the purpose of certain agreed upon or before the holder receives the assets;
(b) pending such use, the assets are deposited on the next banking day or any other day as determined by the Commission to the legal guardian with them the trust account maintained pursuant to Subpenggal or to any other person as permitted by the Commission under subsection 122 (2); and (c) the inclusion of a separate book shall be recorded and maintained by every Member of each client in accordance with this Act or any guidelines issued by the Commission, in respect of the assets of the client.
(2) the holder of a capital markets services licence who contravenes subsection (1) commits an offence.
The right to a copy of the entry book, examination of contract notes, etc.
124. (1) the holder of a capital markets Services Licence shall provide, when requested, to his client or any person authorised by the client, a copy of every entry in his book relating to the client transaction.
(2) a person referred to in subsection (1) shall be entitled to inspect any contract note or document relating to the transaction the client free of charge.
204 laws of Malaysia Act 671 Subpenggal 5 — the field of action that may be taken by the Commission in order to protect clients in certain circumstances the Commission Action to protect client assets, etc.
125. (1) this section applies to the following person: (a) a person licensed;
(b) a trustee approved by the Commission under section 260, section 289 or Part IIIa;
(c) the custodian as defined under section 121;
(d) the administrator of the private retirement scheme approved under part IIIa;
(e) any person registered under subsection 76 (2) or any registered person referred to under part 2 of Schedule 4; and (f) any person who maintain a trust account for the assets of the client.
(2) without prejudice to section 354, 355 or 356, if — (a) the licensed person or trustee approved by the Commission under section 260, section 289 or Part IIIa has violated this Act or guidelines issued under this Act;
(b) the importance of client capital markets services licensee or interest holder of debentures or unitholders may dangerously or are dangerously;
(c) any other reasons exist for which a licence may not be granted under section 260 or 289;
Capital markets and services 205 (d) any other reasons exist for which a licence may be revoked or suspended under section 72 or any action that may be taken in accordance with section 262, 290 or 292;
(e) the interest of members of a private pension scheme may be dangerously or are dangerously;
(f) establishment of private retirement schemes approved under section 139q has violated this Act or any guidelines issued under this Act;
(g) any circumstances exist for which an approval given under part IIIa of the Act can be revoked;
(h) any circumstances exist for which an action can be taken under this Act to replace or dismiss the trustee approved under Part IIIA of this Act; or (i) any circumstances exist for which the Commission can take action under subsection 76 (9), the Commission may take any one or more of the following actions: (A) direct any person under subsection (1) — (i) so as not to deal with money and property of the client or its members in such manner as the Commission considers appropriate;
(ii) to transfer money and property clients or members to any other person as may be determined by the Commission; or (iii) to transfer any records or documents in respect of money or property to any other person as may be determined by the Commission;
206 laws of Malaysia Act 671 (B) prohibit any person referred to in paragraph (1) (a), (d), (e) and (f) of — (i) make a transaction of a particular description, in certain circumstances or particular point;
(ii) managing mensolisit from people certain berperihalan; or (iii) carries on the business in such manner as may be determined;
(C) require any person referred to in paragraph (1) (a), (d), (e) and (f) to conduct in the manner specified; or (D) directing any person referred to in paragraph (1) (a), (d), (e) and (f) to maintain the property in or outside Malaysia up to — (i) a property that is maintained has a value and a description of it appears on the Commission deemed necessary to ensure that that person will be able to meet the liabilities; and (ii) the property is maintained in such manner as will enable such person at any time freely to transfer or otherwise dispose of such property.
(3) if the instructions, conditions, prohibition or requirement imposed under subsection (2) takes effect, the Commission may, if it deems appropriate to do so by notice in writing given to the person on the instructions, conditions, restrictions or requirements that apply — (a) withdraw the instructions, conditions, prohibition or requirement; or (b) replace the instructions, conditions, restrictions or requirements with the other or change instructions, conditions, prohibition or requirement of the capital markets and services, 207 and instructions, conditions, prohibition or requirement withdrawn or superseded shall remain in force in accordance with the conditions until it — (A) withdrawn; or (B) is replaced by the instructions, conditions, restrictions or other requirements, or altered by the Commission under this section.
(4) no anything in this Act, any rules, any of the terms of any contract or any other legal can menidaksahkan any action taken by the Commission under this section.
(5) the Commission cannot take any action under this section without giving the person licensed or the trustee the opportunity to be heard.
(6) subsection (5) does not apply if the Commission considers that any delay in taking action under this section with an opportunity to be heard will affect the public interest or the interests of a client of the licensed person.
(7) for the purposes of this section, if the person referred to in paragraph (1) (c) or (f) is a licensed institution or bank Islam; instructions, conditions, restrictions or requirements on the person shall be made by Bank Negara.
Subpenggal 6 — Audit Auditors ' Appointments 126. (1) this Subpenggal apply to the business of capital markets services licensee, holding company of bursa, bursa, bursa derivatives, clearing Center, approved depositories and self-regulatory organization recognized.
(2) a reference to the person who associated in this Subpenggal shall be construed as a reference to the person referred to in subsection (1).
208 laws of Malaysia Act 671 (3) Notwithstanding the provisions of the companies Act, 1965, the person shall appoint an auditor to carry out for the year in respect of which he was appointed an auditing of the accounts of the person.
(3a) for the purposes of subsection (3), if the person is the holder of a related capital markets services licence who carries on the business of dealing in securities, dealing in derivatives, fund management or auditors appointed an auditor registered under section 31o Malaysian Securities Commission Act 1993.
(4) those who are not may appoint a person who is an associate of the person as auditor for any account.
(5) a person who — (a) shall dismiss someone Auditors who became ineligible by virtue of subsection (4); and (b) may in any other case, with the consent in writing of the Commission, fired auditor from Office.
(6) Auditors people may resign his Office by giving notice in writing to that effect to the Commission provided that the notice shall be accompanied by — (a) a statement of any of the circumstances relating to dismissal to hold office which in its opinion should be brought to the attention of the Commission; or (b) if he is of the opinion that no such circumstances, a statement about the absence of the circumstances.
(7) Notwithstanding any other provisions of this Act, the Commission may at any time dismiss the auditors appointed by the person if the Commission is not satisfied with the way the Auditors carry out its duties.
Capital markets and services 209 related People shall lodge the Auditors ' report
127. (1) Connected persons shall, within three months after the end of each financial year, or such further period as may be allowed by the Commission under subsection (2), lodge with the Commission, the auditor's report contains information about any matter as determined.
(2) If an application for extension of the period of three months specified in subsection (1) is made by a person in relation to the Commission and if the Commission is satisfied that there are special reasons for requiring the extension, the Commission may extend this period by a further period not exceeding three months subject to such conditions as he thinks fit to impose by the Commission.
(3) the relevant Person violates subsection (1) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding three years or to both.
(4) for the purposes of subsection (1), "financial year", in relation to connected persons, means the financial year of the Corporation within the meaning of the companies Act 1965.
The duty of the Auditors of the 128. (1) If, in discharging its duties as auditors for connected persons, one auditor aware of — (a) any matter which in his opinion could be a violation of this Act or of any securities laws;
(b) any ketidakteraturan that can affect a material on the account of the person, including any ketidakteraturan which endanger or may endanger the Fund or property of clients of the person, if applicable;
210 laws of Malaysia Act 671 (c) that the loss suffered by the person who related that is a capital markets services licence holders that the results are not able to meet the minimum financial requirements as may be prescribed in regulations made under this Act;
(d) that the Auditors could not verify that claim clients or creditors of the person covered by the assets of the person;
(e) that an offence related to the person who has done; or (f) in the case of connected persons which is a capital markets services licence holders, that breaches the rules of the stock exchange, central clearing of derivatives exchanges, approved or depositories, the auditor shall immediately report the matter to — (A) in the case of the participant's organization, stock exchange and the Commission;
(B) in the case of the holder of a capital markets Services Licence who carries on the business of dealing in derivatives, derivatives exchange and the Commission; or (C) in any other case, the Commission.
(2) no Auditors can be sued against him in any court in respect of any statement made by the Auditors in good faith in fulfilling its obligations under this Subpenggal.
(3) the Commission may at any time require a person the auditors appointed under this Subpenggal — (a) submit any additional information in relation to the audit as may be determined by the Commission;
Capital markets and services 211 (b) enlarge or extend the scope of audit of the business and Affairs of the person who related in such a way or until such point as may be determined by the Commission;
(c) exercising any particular examination or fixing any procedure in any particular case;
(d) to submit a report on any matter referred to in paragraphs (a) to (c); or (e) submit an interim report on any matter referred to in paragraphs (a) to (d), and the Commission may determine the time in which any of the requirements of the aforesaid shall be observed by the Auditors and may determine the remuneration to be paid by the person related to the Auditors in respect of.
(4) the Auditor shall comply with any requirement of the Commission under subsection (3) and connected persons shall provide the Auditors ' remuneration in respect of fulfilment by him all or any of the additional duty.
(5) the person shall provide any information and access to any information as may be required by the Auditors in respect of fulfilment by him will all or any additional obligations under the Subpenggal.
The duty of the person or the Director or officer to provide information 129. (1) connected persons and any Director or officer of connected persons shall — (a) provide the auditors appointed under any provision of this Subpenggal — (i) all information within his knowledge or that can be diperolehnya; or 212 laws of Malaysia Act 671 (ii) any other information required by the Auditors of the i th CN immediately thereupon lankan obligations; and (b) ensure that all information provided to the Auditor, including the information provided under paragraph (a), not false or misleading in any material details.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding three years or to both.
(3) be a defence in any proceedings on defamation with respect to any statement made in any of the Auditors ' report or in any further report the relevant authorities if the defendant to satisfy the Court that the statement made in bona fide and without bad faith.
The power of the Commission to appoint an independent auditor, etc.
130. (1) where — (a) persons who are not submitting the report of the Auditors in compliance with subsection 127 (1); or (b) the Commission has received a report under section 127 or 128, the Commission may, if the Commission is satisfied that the interest of the people regarding, employee or client of the people to do so, appoint in writing an auditor or any other person or group of persons as may be decided by the Commission, to examine, audit and report, either generally or in relation to any particular matter , about the books, accounts and records, and assets held by the relevant person.
Capital markets and services 213
(2) if the Commission is of the opinion that the whole or any part of the costs and expenses auditor, person or group of persons appointed by the Commission under this section should be borne by the person regarding, the Commission may, by order in writing, direct the person to pay an amount specified, that is to say for the whole or part of such costs and expenses, within the time and in the manner specified.
(3) If a person fails to comply with an order of the Commission related under subsection (2), the amount specified in the order may be sued against him and recovered by the Commission in a court as a debt due to the Commission.
The power of the Commission to appoint an independent auditor, etc., on the application of 131. (1) upon application in writing is received from someone who said that the people were not mengakaunkan to him in respect of any money or assets held or received by the person for or on its behalf, the Commission may appoint in writing an auditor or any other person as determined by the Commission to examine, audit and report either generally or in respect of any particular thing about books , accounts and records, and assets held by the relevant person.
(2) every application under subsection (1) shall state — (a) details of the circumstances in which the person has received money or assets in respect of which he is said to have not mengakaunkan;
(b) details of the money or the assets and transactions of the applicant and the connected persons related to it; and (c) such other particulars as may be required by the Commission.
214 laws of Malaysia Act 671 (3) every statement in any such application shall be verified by a statutory declaration made by the applicant and shall, if made in bona fide and without bad faith, covered.
(4) the Commission may not appoint an auditor or other person under subsection (1) unless the Commission is satisfied that — (a) that the applicant has good reason for making the application; and (b) that it is expedient in the interest of the relevant person or the applicant or the general public that the books, accounts and records, and assets held by the relevant person should be examined, audited and reported.
Independent Auditors, etc., shall report to the Commission 132. Someone independent auditor or any other person appointed by the Commission under section 130 or 131 shall, upon the conclusion of the examination and audit in respect of which the auditor or other person has been appointed, make a report thereon to the Commission.
The power of independent auditors appointed by the Commission on 133. Someone independent auditor or any other person appointed by the Commission under section 130 or 131 to examine and audit the books, accounts and records, and assets held by the relevant person may, for the purpose of inspection and auditing that — (a) checking with the oath of any Director, Executive Officer or Secretary of connected persons and any of its employees and agents of the person and any other auditor appointed under this Act in relation to the book , accounts, records and the asset;
(b) employ any person as he may deem necessary; and capital markets and services 215 (c) by instrument in writing signed by him authorize any person employed by him to perform, in relation to the inspection and the audit, any act or thing that may be doing itself on its properties as an auditor, except to examine any person on oath or in exercise of the powers conferred by this paragraph.
Prohibition against notification of certain matters by the Auditor, etc., and 134 employees. Except for the purpose of enforcing the provisions of this Act, or to the extent required for the purposes of any proceedings, civil or criminal, an auditor or any other person appointed by the Commission under section 130 or 131 and an employee of the auditor or person that can't tell any matter, which may be known by him in carrying out his duties to any person other than the Commission, or any other person specified by the Commission and , in the case of employees, to any person other than an auditor whom he works.
Books, accounts and records shall be submitted when requested 135. (1) when requested by the auditor or any other person appointed by the Commission under section 130 or 131 or by a person submitting a written permission granted for that purpose under paragraph 133 (c) — (a) connected persons and any Director, Executive Officer or Secretary, employees or agents shall produce any books, accounts and records, and any assets held by the relevant person in relation to its conduct; and (b) an auditor appointed by a person shall produce any books, accounts and records held by it relating to the business of the people.
216 laws of Malaysia Act 671 (2) connected persons and any Director, Executive Officer, Secretary, employees or agents and any other auditor appointed by the person, shall answer all questions related to inspection and auditing submitted to it by the auditor or any other person appointed by the Commission under section 130 and 131 or by a person to submit a written permission for that purpose granted under paragraph 133 (c).
(3) any person who contravenes subsection (1) or (2) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years or both.
Penalties for the destruction, hide or change books or send books or property outside Malaysia 136. (1) a person who, with the intention to be frustrating the purposes of this Subpenggal or intentionally want to prevent, delay or hinder the conduct of any examination and audit under this Subpenggal — (a) destroy, conceal or alter any book or property relating to the business of connected persons; or
(b) sending or attempting to send or plotting with any others to send outside Malaysia any book or property of any description belonging to or in the disposal or under the control of connected persons, guilty of an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
(2) If a prosecution because of the offence under subsection (1), it is proved that the person charged with that — (a) t e l a h m e m b i n a s a k a n, m e n y e m b u y i n k a n a t o change any book or property referred to in subsection (1); capital markets and services or 217 (b) has been sending or attempting to send or plotting to send outside Malaysia any book or any property referred to in subsection (1), the burden to prove that by doing so he has not acted with intent on frustrating the purposes of Subpenggal or with intent to prevent, delay or prevent the exercise of inspection and auditing under Subpenggal is located on it.
Bursa rights to impose obligations of 137. This provision shall not prevent Subpenggal stock exchange or derivatives exchanges, as the case may be, rather than impose on any organization participant or the capital markets services licence who carries on the business of dealing in derivatives and is affiliated to a bursa derivatives, any obligation or requirement further as he thinks fit or stock exchange bursa derivatives that in respect of — (a) auditing accounts;
(b) information to be supplied in the report of the Auditors; or (c) the keeping of accounts, books and records.
Chapter 5 vesting provisions Interpretation 138. In this Chapter, unless the context otherwise requires — "securities account" means an account established by a central depository for a depositor to record securities and trading such securities by the depositor;
218 laws of Malaysia Act 671 "property" means any property, movable or immovable, and includes — (a) in relation to any property, any right, title, interest, claim, right in the action, power or privilege, whether present or future, vested or contingent or otherwise have value;
(b) any conveyancing documents executed for memindahhakkan, assign, determine, return or otherwise transferred or dispose of immovable property, that those who complete the conveyancing documents was the proprietor, who owns or entitled to a contingent right, either for the whole interest or for any interest less than that;
(c) securities;
(d) any negotiable instrument, including any bank notes, bearer notes, Treasury bills, dividend warrants, bills of Exchange, promissory note, cheque and certificate of deposit negotiable;
(e) any mortgage or charge, whether in law or equity, guarantee, lien or pledge, either actual or constructive, hipotekasi letter or trust receipts, indemnity, undertaking or other means to ensure payment or settlement of a debt or liabilities, whether present, future, vested or contingent; and (f) any other significant intangible assets or other;
"dependant" includes debt, duties and obligations of every kind, whether at the present time, in the future, vested or contingent;
"business" means any activity carried out by the holder of a capital markets services licence according to his/her license and includes all property acquired from, or used in connection with, or for the purpose of carrying out such activities and all rights and liabilities arising from such activity;
Capital markets and services 219 "securities" includes a mortgage or charge, whether in law or equity, debentures, bills of Exchange, promissory note, guarantee, lien or pledge, either actual or constructive, hipotekasi, indemnity, undertaking or other means to ensure payment or settlement of a debt or liabilities, whether present, future, vested or contingent.
Application to the Court to facilitate the agreement or arrangement for the transfer of the whole or part of a business licensed 139 people. (1) where the Commission has given its approval for any holder of a capital markets services licence in respect of an agreement or arrangement — (a) for the sale, disposal or transfer by any means the whole or any part of the business of the holder;
(b) for consolidation or merger the holder to any other person; or (c) for the restructuring of the holder, the holder of the business to be transferred (referred to in this section as "pemindah") and the entity to which the transfer is to be made (referred to in this section as the "transferee") can make a joint application to the Court through the originating summons in ex parte to obtain such court order required by them to facilitate or enable such agreements or arrangements are in place.
(2) in an application to the Court under subsection (1), can be requested for all or any of the following order: (a) indicating the date on and that the agreement or arrangement thereof shall come into force, i.e. a date earlier or later than the date of application (in this section referred to as "transfer date");
220 laws of Malaysia Act 671 (b) vest any property held by the pemindah, either alone or in association with any other person, at transferee either alone or, as the case may be, in association with that person, on and from the date of transfer, on the same property, upon trust, and with and subject to the authority, provisions and liabilities applicable to the matter respectively;
(c) so that any existing instrument, whether in the form of a deed, a will or otherwise, or order of any court, under which or according to the currency of any property has been or will be vested in the pemindah, construed and have effect as if for any reference in the instrument on pemindah has been replaced with a reference to the recipients of transfers;
(d) so that any existing agreements to which pemindah become a party become effective as if transferee has become a party to the agreement in lieu of pemindah;
(e) that any securities account or other accounts maintained by or on behalf of a person pemindah for a client becomes a securities account or other accounts maintained by or on behalf of the transferee for the client, subject to any conditions which apply between the pemindah with his client;
(f) that any securities account or other accounts maintained by or on behalf of pemindah as principal became a securities account or other accounts maintained by or on behalf of the transferee as principal;
(g) so that any instruction, order, direction, mandate, power of Attorney, authority, undertaking or consent in place, whether or not in relation to an account, given to pemindah, either alone or in association with others, in effect, in respect of anything to be done, as if given to transferee either alone or, as the case may be, in association with other people;
Capital markets and services 221 (h) so that any money received from commissions, interest and other sources payable by any person to pemindah shall be payable by that person to the transferee;
(i) to any negotiable instrument or order for payment of money issued or given to, or accepted or endorsed by pemindah or payable at the place of business of pemindah, whether issued, given, accepted or endorsed before, on or after the date of the transfer shall have effect on and from the date of the transfer as if it has been removed, given to, or accepted or endorsed by the transferee or payable at the place of business of the transferee;
(j) so that the custody of any document or property held by the pemindah as the backup or guardian, as the case may be, immediately before the date of transfer must be switched to the transferee and the rights and obligations of the pemindah under any agreement or backup care agreement relating to any such document or such property must be transferred to the transferee;
(k) so that any collateral held prior to the date of transfer by pemindah or by a nominee, or trustee of, pemindah that, as security for the payment or settlement of any liability of any person, shall be held by the transferee or, as the case may be, held by the nominee or the trustee as nominee or trustee for, the recipient of the transfer, and the extent of liability available to the transferee as security for the payment or settlement of the liability; and if any such guarantee covers future advances or liabilities in the future, be held by, and available, as mentioned earlier, to the transferee as a guarantee for future advances by, and future liabilities to the transferee, in the manner 222 laws of Malaysia Act 671 similar from all future advances in terms of as by, or future liabilities to the great by pemindah, the securities immediately before the date of the transfer;
(l) if any rights or liabilities of the pemindah is transferred to the transferee, so that the transferee has the right, power and the same remedies, and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority, to determine, protect or enforce the rights or against liability as if it had at all times be a right or liability of transferee , including rights or liabilities with respect to any legal proceedings or application to any authority that is pending immediately before the date of transfer by or against pemindah;
(m) so that any judgment or award obtained by or against pemindah and not cashed in full before the date of the transfer shall be effected by or, as the case may be, to the transferee;
(n) for all orders incidental, consequential and other additions as may be necessary to ensure that the agreement or arrangement is carried out fully and effectively.
(3) the Apabi la hearing an application under subsection (2), the Court may grant the order as requested, or by any modification or alteration as may be deemed by the Court of Justice and should be in accordance with the circumstances of the case.
(4) where a court order granted under subsection (3) provide for the transfer of any property or business vested in or belonging to the pemindah, either alone or in association with any other person, then, by virtue of the order, the property or the business shall, on and from the date of the transfer, be vested in or held by the transferee capital markets and services 223 either alone or , as the case may be, in association with another person, and such order shall become effective as conditions notwithstanding anything in any law or any of the tenets of the law, and shall be binding on any person involved, no matter that the person involved is not a party in the proceedings under this section or in any other related proceedings , or are not aware of the proceedings under this section or of other related proceedings.
(5) a court order granted under subsection (3) shall, subject to the directions of the Court, published by the transferee in at least one national daily newspaper and one national language daily newspaper national English as approved by the Commission.
(6) Pemindah shall, within thirty days from the date of the court order given under subsection (3), lodge a certified copy of the order along with the agreement or arrangement approved by the Minister or the Commission, as the case may be, by — (a) the Registrar of companies; and (b) the relevant authorities, if any, that carries out the functions of the register or record the dealings of any movable property transferred ownership pursuant to the order.
(7) If a court order granted under subsection (3) vest the land alienated, or any share or interest in any land alienated, at transferee — (a) the Court shall, if the alienated land located in Peninsular Malaysia, including the Federal territory of Putrajaya, pursuant to subsection 420 (2) national land code 1965 [Act 56/1965], cause a copy of the order is served upon the Registrar Ownership or land administrator immediately after the order is given so that the Registrar Ownership or administrator The land is can perform respectively subsection 420 (2), (3) and (4);
224 laws of Malaysia Act 671 (b) if the land alienated is located in Sabah, the transferee shall, as soon as practicable after the order is given, submit a certified copy of the order to the Registrar for the registration of land alienated the vesting date or part or interest about the alienated lands, as provided under subsection 114 (2) of the Land Ordinance [Sabah Cap. 68];
(c) if the alienated land located in Sarawak, the transferee shall, as soon as practicable after the order is given, submit a certified copy of the order to the Registrar for the registration of land alienated the vesting date or part or interest on land alienated the transferee as provided under section 171 of the Sarawak land code [Chapter 81]; or (d) if the alienated land is located in the Federal territory of Labuan, the transferee shall, as soon as practicable after the order is given, submit a certified copy of the order to the Registrar for the registration of land alienated the vesting date or part or interest about the alienated land as provided under subsection 114 (2) of the Land Ordinance [Sabah Cap. 68] as modified by order in federal territory of Labuan (Modification of the Land Ordinance) 1984 [P.U. (A) 291/1984].
(8) a court order granted under subsection (3) may relate to any property or business pemindah outside Malaysia and, if in relation to such effect may be given to him either by any reciprocal arrangements relating to the enforcement of judgments that exist between Malaysia and the country, territory or place outside Malaysia in place of a property or business is located, or if there are no such arrangements , under the laws applicable in the country, territory or place it.
Capital markets and services 225 Part IIIa of PRIVATE RETIREMENT SCHEMES INDUSTRY Term 1 Preliminary Interpretation 139a. In this section, unless the context otherwise requires — "Member" means an individual who has a beneficial interest under a private pension scheme or a pension scheme sponsored by an employer;
"contribution" means an amount paid by individual contributors in relation to a private pension scheme;
"accrued interest" means the interest of beneficiaries in a private pension scheme;
"rules" means the memorandum of association or association, any rules or other instructions by whatever name called and wherever contained, which governs the operation, management or procedures, or services provided by, an administrator of the private pension scheme;
"principal officer" means a Director, Chief Executive Officer, chief operating officer or Chief Compliance for private retirement scheme providers;
"employer trustee" means a trustee for a retirement scheme sponsored by the employer;
"the Trustees of the scheme" means a trustee for a private pension scheme;
"contributors" means any person who makes contributions into a private pension scheme and include a member or employers make contributions into a private pension scheme on behalf of its employees;
226 laws of Malaysia Act 671 "private retirement scheme administrator" means a person approved under section 139c to perform the functions of record keeping, administration and customer service for members and contributors in respect of contributions made in respect of a private pension scheme and any duties and other functions as may be determined by the Commission;
"private pension scheme provider" means a person who provides and manages a private pension scheme;
"supervisory authority" means any authority, body or agency, whether within or outside Malaysia, in addition to the Commission, which is responsible for the supervision or surveillance of any person referred to in section 139zm;
"private pension scheme" means a retirement scheme which is administered by a trust, is offered to or made available to the public solely for the purpose of, or for giving effect, to build long-term savings for retirement of members with interest amount determined solely with reference to contributions made to the scheme and any other income, gains and losses declared in respect of the contributions but does not include — (a) any pension fund approved under section 150 income tax Act 1967; or (b) any retirement scheme or retirement fund established or provided by the Federal Government, the State Government or any statutory body established by an act of Parliament or a law of the State;
"employer-funded retirement scheme" means a retirement scheme established by a corporation for the purpose of, or which has the effect of providing retirement benefits to employees of the Corporation or of its related corporation;
"terms of reference" means a set of terms that define the scope, application, operation and procedure a person private retirement scheme administrator.
Capital markets and services 227 Term 2 private retirement scheme Subpenggal 1 – private retirement scheme Administrator Requirements for approval to establish or operate a private pension scheme administrator 139b. (1) a person may not be set up, operate, or help set up or operate, or submit itself as private retirement scheme administrator, unless such person is approved by the Commission.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may be liable to a fine not exceeding ten million dollars.
Permohonon for 139c approval. (1) the Commission may approve a body corporate to set up, operate or maintain a private pension scheme administrator.
(2) an application for approval to set up, operate or maintain a private retirement scheme administrator shall be made to the Commission in such form and manner as may be determined by the Commission.
(3) the Commission may require an applicant to provide to the Commission any information or document as may be deemed necessary by the Commission for the purposes of the application.
(4) the Commission may approve an application under this section, subject to such terms and conditions as it deems fit by the Commission.
228 laws of Malaysia Act 671 (5) the Commission may vary, add to or delete any terms and conditions imposed under subsection (4) at any time as deemed necessary by the Commission.
(6) any person who contravenes any term or condition imposed under subsection (4) or (5) commits an offence.
Refusal to approve 139d. If an application made under section 139c, the Commission may reject the application on any of the following reasons: (a) the application is not made in accordance with section 139c;
(b) the applicant has not complied with any requirement of this Act or any of the guidelines made under this Act;
(c) any information or document given by the applicant to the Commission are false or misleading or which there are material omissions;
(d) the applicant is wound up or otherwise dissolved;
(e) implementation of the applicant in respect of a debt judgment is returned without settled in whole or in part;
(f) a receiver, receiver and Manager or equivalent persons appointed within or outside of Malaysia, or in respect of any property to the applicants;
(g) the applicant has, whether within or outside Malaysia, making a compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force;
Capital markets and services 229 (h) the applicant or any of the directors, Chief Executive or Manager — (i) has been convicted, whether in or outside Malaysia, an offence involving fraud, dishonesty or violence;
(ii) has been convicted of an offence under any securities laws or any other laws outside Malaysia in relation to capital markets;
(iii) has been subjected to any action taken by the Commission under section 354, 355 or 356;
(iv) breach any provision made by or under any written law, whether within or outside Malaysia which turned out at the Commission made in order to protect the public against financial loss due to dishonesty, not credible or wrong practices by persons engaged in financial services or management of procurement of the company;
(v) has engaged in any practice business which turned out at the Commission as deceptive or oppressive or otherwise inappropriate (either illegal or not) or that otherwise reflect discredit on it or he carries on a business;
(vi) has participated in or been associated with any other business practices or otherwise behave in a way so that raises doubts about the reliability of his intelligence and decision-making; or (vii) is a bankrupt that has not been released either in or outside Malaysia;
230 laws of Malaysia Act 671 (i) the Commission has reason to believe that the applicant or any of the directors, Chief Executive or Manager is not able to act in the best interests of its members after taking into account the reputation, conduct, financial integrity and reliability;
(j) there are other circumstances likely to — (i) lead to improper course of conduct by the applicant or by any Director, Chief Executive or Manager; or (ii) reflect doubt on how conduct of business of the applicant;
(k) the applicant does not have the financial resources, manpower or other resources sufficient to carry out its functions; or (l) the Commission has reason to believe that the applicant or any of the directors, Chief Executive or Manager is not able to act in the public interest or its members.
Appointment of Directors private pension scheme administrator 139e. (1) No appointment, election or nomination of any person the Director or Chief Executive of the private retirement scheme administrator can be made without prior Commission approval.
(2) private retirement scheme Administrator shall ensure that at least one third of the number of Directors in lembaganya is an independent public interest according to such criteria as may be determined by the Commission.
Withdrawal of approval 139f. (1) the Commission may revoke an approval given to a private pension scheme administrator if the Commission is satisfied that — (a) there exists a reason which the Commission may refuse an application under section 139d;
Capital markets and services 231 (b) the administrator of the private pension scheme that does not start the Opera i da lam six bu lan da r i t a r ikh approval unless determined otherwise by the Commission;
(c) the private retirement scheme administrator cannot perform any of the duties or responsibilities under section 139h;
(d) the private sector retirement scheme administrator has violated any of the terms and conditions imposed by the Commission;
(e) the private retirement scheme administrator fails to comply with any direction issued by the Commission under this Act; or (f) the administrator of the private pension scheme that does not provide assistance to the Commission or to a person who is bert indak on behalf of or by the authority of the Commission as required under subsection 139zl (2).
(2) subject to subsection (3), the Commission may withdraw approval when there is a request in writing made to the Commission by private retirement scheme administrator to stop operating as a private pension scheme administrator.
(3) if the private retirement scheme administrator makes a request for stopping its operation under subsection (2), the Commission may refuse to withdraw the approval if the Commission considers that —
(a) in the public interest or its members that any matters relating to private retirement scheme administrator should be investigated before the approval is withdrawn under subsection (2); or (b) the withdrawal of the approval contrary to the public interest or its members.
232 laws of Malaysia Act 671 (4) Notwithstanding the withdrawal of an approval, the Commission may require the private pension scheme administrators to continue to carry out the activities affected by the withdrawal of such as may be determined by the Commission, on or after the date of the withdrawal is to take effect, for the purposes of — (a) shut the private retirement scheme administrator or discontinue the provision of services; or (b) protect the interests of the public or its members.
(5) If the Commission requires private retirement scheme administrator to continue its activities under subsection (4), private retirement scheme administrator shall not, by reason of the activities, it counts as a violation of section 139B.
(6) the Commission cannot take any action under subsection (1) without giving the private retirement scheme administrator that an opportunity to be heard.
The effect of the withdrawal of the 139g. Any revocation issued under section 139f cannot operate to — (a) avoid or touch any agreement, transaction or arrangement that is entered into the system operated by the private retirement scheme administrator if — (i) the agreement, transaction or arrangement is made before the withdrawal of the approval; or (ii) the agreement, transaction or arrangement is made after the withdrawal of the approval under the circumstances provided for under subsection 139f (4); or (b) prejudice any right, obligation or liability arising under this agreement, transaction or arrangement.
Capital markets and services 233 duties and responsibilities of the private retirement scheme administrator 139h. (1) the duties and responsibilities of the private retirement scheme administrator include — (a) receives instruction in such form and manner as may be determined by the Commission;
(b) send the instructions in such form and manner as may be determined by the Commission;
(c) keep records of all transactions or money received or paid;
(d) provide information to providers of private retirement schemes, approved trustees, scheme members or any other person as may be determined by the Commission; and (e) perform any other duties and functions as may be determined by the Commission.
(2) private retirement scheme Administrator shall at all times perform the duties and responsibilities in the public interest, taking into account, in particular the need to protect members.
(3) the private retirement scheme Administrator shall immediately inform the Commission if it is aware of any matters affecting or likely to affect the interests of the members.
(4) the administrator of the private pension scheme cannot impose such fees or charges or change fees or charges that, on the private pension scheme provider or member without prior Commission approval.
(5) the administrator of the private pension scheme could not get the external service to, or delegate any duties and responsibilities, operating system or to any other person without the prior approval of the Commission in advance.
234 laws of Malaysia Act 671 terms of reference and the rules of the private retirement scheme administrator 139i. (1) the private retirement scheme Administrator shall hold a set of terms of reference and rules approved by the Commission to administer, or in connection with the Administration, to the administrator of the private pension scheme.
(2) no amendment to the terms of reference or the rules may be made without prior Commission approval.
Money received by the administrator of the private pension scheme 139j. (1) all moneys received by the administrator of the private pension scheme in respect of a private pension scheme for the benefit of members shall be paid into a trust account in such form and manner as may be determined by the Commission.
(2) private retirement scheme Administrator shall not be able to withdraw any money from a trust account unless — (a) in accordance with the written instructions of a person who is entitled to the money or favour; or (b) which are otherwise permitted by law.
(3) except as provided in subsection (2), money held in a trust account cannot be used to pay the debts of the private retirement scheme administrator or liable to be paid or taken in execution under an order or process of any court.
(4) any person who contravenes this section commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may be fined not more than five million dollars.
Capital market and 235 Service Account and the report in respect of the private retirement scheme administrator 139k. 6 Subpenggal provisions of Division 4 of part III shall apply to the private pension scheme administrator.
The power of the Commission to take action in relation to the private pension scheme administrator 139l. (1) If the Commission reasonably believes that a member may be affected or compromised, the Commission may, by issuing a written instruction, take any one or more of the following actions: (a) require the private pension scheme administrators to take any action to do or not to do any act or thing, in respect of the business and Affairs , or a Director or an officer as may be deemed necessary by the Commission;
(b) Notwithstanding any law or any limits contained in the rules of the private retirement scheme administrator — (i) dismiss any Director or Chief Executive of the private pension scheme administrators from Office;
(ii) appoint any person for the position of Director or Chief Executive of the private retirement scheme administrator and assign in the instructions for the person appointed so paid by the private retirement scheme administrator;
(iii) appoint any person to give advice to the administrators of private pension scheme is appropriate in respect of travel and managing its affairs and allocate in the instructions for the person appointed so paid by the private retirement scheme administrator; or 236 laws of Malaysia Act 671 (iv) requires administrators of private retirement schemes is to forward any information or records to the Commission as may be deemed necessary by the Commission.
(2) where the Commission withdraws an approval under section 139f, the Commission may, by issuing a written instruction, take any one or more of the following actions: (a) Notwithstanding anything contained in any written law, the Commission or any person appointed by the Commission to act on his behalf, taking control of the whole or part of any controlled asset, the business and Affairs of the private retirement scheme administrator and run the whole or part of the business and Affairs of the private pension scheme administrators; or (b) subject to subsection (4) and (5), direct private retirement scheme administrator to transfer any assets under control to any other person as may be determined by the Commission.
(3) for the purposes of this section, "controlled assets" means — (a) any information or records obtained, stored or processed; and (b) a system developed, operated or maintained, by private retirement scheme administrator in carrying out its duties and responsibilities.
(4) any information or records obtained, stored or processed by the administrator of the private retirement scheme belongs to the Commission at all times.
(5) If the regulated assets is transferred to the person under paragraph (2) (b), of the private retirement scheme administrator shall be entitled to such compensation as may be determined by the Commission for system developed, operated or maintained by the private pension scheme administrator.
Capital markets and services 237 (6) subsection (5) shall not apply if the withdrawal of the approval is for the reasons set out under subparagraph 139d (h) (i), (ii), (iii), (iv), (v) or paragraph 139f (1) (e).
The duty to take reasonable precautions 139m. Private retirement scheme administrator shall take all reasonable steps to protect the information and documents in relation to the affairs or member account from any access, alteration, disclosure or unauthorized dissemination.
Obligation to keep confidentiality 139n. (1) a person who in any way have access to any information or document relating to the affairs or account any contributors can't give, disclose, exposes or otherwise disclose information or document to any person unless — (a) in the circumstances set out under section 139o; or (b) to the Commission if the Commission is of the view that the disclosure is necessary in the public interest or for the protection of investors.
(2) a person who has any information or document at its knowledge penzahirannya in breach of subsection (1) shall not in any way disclose the information or document to any of the others.
(3) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding five years or both.
238 laws of Malaysia Act permitted Disclosure 671 139o. A person referred to in subsection 139n (1) cannot be refused to disclose any information or document — (a) that the contributors, or personal representatives, has given permission to the consolidation;
(b) in the case where contributors declared bankrupt in or outside Malaysia;
(c) for the purposes of initiating, or in the course of, any civil proceeding — (i) in connection with the account of contributors in the private pension scheme; and (ii) if the private retirement scheme administrator, the private pension scheme providers, contributors or employers make contributions on behalf of contributors, is a party to the civil proceedings, provided that if the contributors is not a party to the civil proceedings, the literary skills have been obtained permission in advance;
(d) to any person authorized to investigate any offence under any written law, the disclosure is, in any case, limited to Affairs or accounts of contributors who were suspected with the offence;
(e) for the purpose of enabling or assisting the Commission in performing its functions under securities laws;
(f) for the purpose of enabling or assisting the private retirement scheme administrator auditor for the performance of its functions; or (g) in a summary or group information, that such drawn up not to allow the identity of any of the contributors, to whom the information relates, for the determined.
Capital markets and services 239 Subpenggal 2 – private pension scheme Provider Requirements for approval to set up, offer or provide private retirement schemes 139p. (1) a person may not be set up, offer or provide private retirement scheme or submit himself to be set up, offer or provide private pension scheme unless the Commission approve — (a) that person as a provider of private retirement scheme under section 139q;
(b) the private sector retirement scheme under section 139v; and (c) the Trustees of the scheme under section 139zc.
(2) a person shall take or use or adopt the name or title of "private retirement scheme" or "retirement scheme" in relation to himself or make any representation for that purpose in accordance with any other means unless — (a) it is a scheme approved under seksyen139v;
(b) it is a pension fund approved under section 150 income tax Act 1967;
(c) it is a retirement scheme or retirement fund established or provided by the Federal Government, the State Government or any statutory body established by an act of Parliament or a law of the State; or (d) it is the scheme prescribed by the Minister as not being a private pension scheme for the purposes of this section.
(3) a person shall take or use or by inference adopted the name or title of "retirement plan" or "retirement products" or make any representation for that purpose in accordance with any other means without the permission of the Commission.
240 laws of Malaysia Act 671 (4) subsection (3) shall not apply to any person solely under the supervision or surveillance of Bank Negara.
(5) a person who contravenes this section commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may be liable to a fine not exceeding ten million dollars.
Application for approval
139q. (1) An application for approval as a provider of private retirement scheme should be made to the Commission in such form and manner as may be determined by the Commission and shall be accompanied by an application fee.
(2) the Commission may require an applicant to provide any information or documents to the Commission as may be deemed necessary by the Commission for the purposes of the application.
(3) the Commission may approve an application under this section, subject to such conditions or restrictions as it thinks fit by the Commission.
(4) the Commission may vary, add to or delete any conditions or restrictions imposed under subsection (3) at any time as deemed necessary by the Commission.
(5) any person who contravenes any condition or restriction imposed under subsection (3) or (4) commits an offence.
Refusal to approve 139r. If an application made under section 139q, the Commission may reject the application on any of the following reasons: (a) the applicant is not a holder of a capital markets Services Licence who carries on the business management of the Fund;
Capital markets and services 241 (b) the application is not made in accordance with section 139q;
(c) the applicant does not comply with any requirements of this Act or any of the guidelines made under this Act;
(d) any information or documents submitted by the applicant to the Commission are false or misleading or which there are material omissions;
(e) the applicant is wound up or otherwise dissolved;
(f) implementation against the applicant in respect of a debt judgment was restored without settled in whole or in part;
(g) a receiver, receiver and Manager or equivalent persons appointed within or outside of Malaysia, or in respect of any property to the applicants;
(h) the applicant has, whether within or outside Malaysia, making a compromise or scheme of arrangement with his creditors, which is a compromise or arrangement that is still in force; or (i) the Commission has reason to believe that the applicant or any officer of the principals did not able to act in the public interest or its members.
Withdrawal of approval 139s. (1) the Commission may revoke an approval given to a private pension scheme provider approved if the Commission is satisfied that — (a) the establishment of private retirement schemes approved it stopped holding a capital markets services licence who carries on the business management of the Fund;
(b) there exists a reason which the Commission may refuse an application under section 139r;
242 laws of Malaysia Act 671 (c) providers of private retirement schemes is not approved to launch private pension scheme approved it within six months from the date of the private pension scheme that has been approved;
(d) the establishment of private retirement schemes approved it or any officer whose principal — (i) has violated any of the conditions or restrictions imposed by the Commission;
(ii) fails to comply with any instruction issued by the Commission under this Act;
(iii) does not provide assistance to the Commission or to a person acting on behalf or under the authority of the Commission as a sign under subsection 139zl (2); or (iv) have not acted efficiently, honest or fair; or (e) the conduct of the private pension scheme provider approved that had an adverse impact on — (i) the financial stability of private retirement schemes approved it; or (ii) the interests of its members.
(2) subject to subsection (3), the Commission may withdraw approval when there is a request in writing made to the Commission by private retirement scheme providers approved to stop operating as a provider of private retirement schemes.
(3) If a provider of private retirement schemes approved making a request for stopping its operation under subsection (2), the Commission may refuse to withdraw the approval if the Commission considers that — (a) in the public interest or its members that any matters relating to the private pension scheme provider approved should be investigated before the approval is withdrawn under subsection (2); or (b) the withdrawal of the approval contrary to the public interest or its members.
Capital markets and services 243 (4) Notwithstanding the withdrawal of approval, the Commission may require the private pension scheme provider to continue to carry out the activities affected by the withdrawal of such as may be determined by the Commission, on or after the date on which the withdrawal takes effect, for the purposes of — (a) shut the private pension scheme provider approved it; or (b) protect the interests of the public or its members.
(5) If the Commission requires the private pension scheme provider to continue its activities under subsection (4), a provider of private retirement scheme shall not, by reason of the activities, it counts as a violation of section 139p.
(6) the Commission cannot take any action under subsection (1) without giving the private pension scheme provider an opportunity to be heard.
The effect of the withdrawal of the 139t. Any revocation issued under section 139s cannot operate to — (a) avoid or touch any agreement, transaction or arrangement in respect of the private pension scheme made by the private pension scheme provider if — (i) the agreement, transaction or arrangement is made before the withdrawal of the approval; or (ii) the agreement, transaction or arrangement is made after the withdrawal of the approval under the circumstances provided for under subsection 139s (4); or (b) prejudice any right, obligation or liability arising under this agreement, transaction or arrangement referred to under paragraph (a).
244 laws of Malaysia Act 671 Notification condition disqualifying 139u. (1) the private pension scheme Provider approved shall, immediately after the occurrence of a condition under section 139s, provide to the Commission a written notice stating the details of the circumstances.
(2) any person who contravenes subsection (1) commits an offence.
Subpenggal 3 – private retirement scheme application for approval of private retirement schemes
139v. (1) An application for approval of private retirement scheme should be made to the Commission in such form and manner as may be determined by the Commission and shall be accompanied by the prescribed application fee.
(2) the Commission may require an applicant to provide any information or document to the Commission with as may be deemed necessary by the Commission for the purposes of the application.
(3) when giving an approval under this section, the Commission may, if found appropriate — (a) approval of the private pension scheme is subject to such terms and conditions as it thinks fit; or (b) approve the private pension scheme with any changes and subject to such terms and conditions as it deems fit.
(4) the Commission may vary, add to or delete any terms and conditions imposed under subsection (3) at any time as deemed necessary by the Commission.
(5) any person who contravenes any term or condition imposed under subsection (3) or (4) commits an offence.
Capital markets and services 245 refusal to approve 139w. If an application made under section 139v, the Commission may reject the application on any of the following reasons: (a) the applicant is not a provider of private retirement schemes approved;
(b) the application is not made in accordance with section 139v;
(c) the private pension scheme that does not comply with any requirements of this Act or any of the guidelines made under this Act;
(d) any information or documents submitted to the Commission in respect of a private pension scheme was false or misleading or which there are material omissions; or (e) the Commission has reason to believe that the approval contrary to the public interest or to any private retirement schemes.
Withdrawal of approval 139x. (1) the Commission may revoke an approval given to a private pension scheme approved if the Commission is satisfied that — (a) there exists a reason which the Commission may refuse an application under section 139w;
(b) approved private pension scheme that does not launch within six months from the date of approval thereof;
(c) the establishment of private retirement schemes approved that does not comply with any terms and conditions imposed with respect to private retirement scheme or any instruction issued by the Commission under this Act; or (d) it is necessary to protect the public interest or member.
246 laws of Malaysia Act 671 (2) subject to subsection (3), the Commission shall, on written request made to the Commission by private pension scheme provider, withdraw an approval given to a private pension scheme approved.
(3) If a written request is made to the Commission under subsection (2), the Commission may refuse to withdraw the approval if the Commission considers that — (a) in the public interest or its members, any matters relating to private retirement schemes approved should be investigated prior to approval is withdrawn under subsection (2); or (b) the withdrawal of the approval contrary to the public interest or its members.
(4) the Commission cannot take any action under subsection (1) without giving the private pension scheme provider approved such an opportunity to be heard.
Contributions are vested in the Member as accrued interest 139y. (1) a contribution in respect of a member of a private pension scheme approved shall be vested in the Member as accrued benefits once it is paid either to the provider of the private pension scheme or the Trustees approved the scheme, whichever is earlier.
(2) income or profits as a result of investments accrued interest of a member of the private retirement schemes approved, taking into account any losses arising from any such investment, shall be also vested in the Member as accrued benefits once it is received by either providers of private retirement schemes or the Trustees approved the scheme, whichever is earlier.
(3) Notwithstanding anything contained in subsection (1) and (2), the Commission may decide how interest accrued shall be accounted for and is placed right on a member.
Capital markets and services 247 retention of accrued interest 139z. For the purpose of maintaining the interest accrued in the private retirement schemes approved, there are no private pension scheme providers or a trustee of the scheme may pay or otherwise dispose of any part of the interest accrued to any member or any other person except in such manner as may be determined by the Commission.
Protection of accrued interest 139za. No part of any interest accrued in the private pension scheme approved in respect of members may be taken for the implementation of a debt judgment or become a matter to any mortgage, pledge, lien, mortgage, transfer, assignment or alienation by or on behalf of the Member, and such disposal to be contrary to this section is void.
The effect of the withdrawal of the 139zb. (1) revocation of an approval to the private pension scheme under section 139x shall be without prejudice to any rights of a member in respect of accrued interest to which the Member is entitled as provided under section 139y.
(2) where the Commission withdraws an approval under section 139x, the Commission may, by issuing a written instruction, direct providers of private retirement schemes or the Trustees of the scheme to transfer the interest accrued to private retirement schemes approved another.
Subpenggal 4 – Trustees the trustee Approval scheme 139zc scheme. (1) a person cannot act or appointed to act as the trustee of the scheme in relation to the private pension scheme without the approval of the Commission.
248 laws of Malaysia Act 671 (2) an application to become a trustee of the scheme should be made to the Commission in such form and manner as may be determined by the Commission and shall be accompanied by the prescribed application fee.
(3) the Commission may approve an application under this section, subject to such terms and conditions as it deems fit by the Commission.
(4) the Commission may vary, add to or delete any of the terms and conditions imposed under subsection (3) at any time as deemed necessary by the Commission.
(5) the Trustees of the scheme who contravenes subsection (1) or any term or condition imposed under subsection (3) or (4) commits an offence.
Refusal to approve 139zd. (1) where an application made under section 139zc, the Commission may reject the application on any of the following reasons: (a) the applicant — (i) a shareholder who beneficially hold shares in the private pension scheme providers;
(ii) beneficially entitled to the monies owing by the private pension scheme provider to him; or (iii) a corporation in relation to — (A) the person referred to in subparagraph (i) and (ii); or (B) the private pension scheme providers;
(b) the application is not made in accordance with section 139zc;
Capital markets and services 249 (c) the applicant does not comply with any requirements of this Act or any of the guidelines made under this Act;
(d) any information or document given by the applicant to the Commission are false or misleading or which there are material omissions; or (e) the Commission has reason to believe that the applicant is not able to act in the public interest or member.
(2) Notwithstanding anything contained in paragraph (1) (a), a person is not blocked from standing for election or from acting, as a trustee of the scheme only by reason of — (a) the money that the private pension scheme providers owe it to the Trustees of the scheme or any corporation relating to the Trustees of the scheme was money to which the Trustees of the scheme or any corporation relating to the Trustees of the scheme shall be entitled as a trustee of the scheme , in accordance with any provisions or the deed of covenants; or (b) the Trustees of the scheme or a corporation in relation to the Trustees of the scheme, though be beneficial owner of shares of the private pension scheme provider, does not have the right to exercise more than one by twenty of the voting power at any general meeting of the private pension scheme provider.
Withdrawal of approval 139ze. The Commission may withdraw an approval granted to the Trustees of the scheme approved if the Commission is satisfied that — (a) there exists a reason which the Commission may refuse an application under section 139zd;
250 laws of Malaysia Act 671 (b) the Trustees of the scheme has violated any of the terms or conditions imposed by the Commission;
(c) the Trustees of the scheme not acting or declining to act in accordance with the provisions or the deed of covenants;
(d) the Trustees of the scheme fails to comply with any instruction issued by the Commission under this Act; or (e) the Trustees of the scheme does not provide assistance to the Commission or to a person acting on behalf or under the authority of the Commission as required under subsection 139zl (2).
Chapter 3 a trustee for retirement scheme sponsored by the employer employer trustee Approval 139zf. (1) a person cannot act or appointed to act as trustee in respect of employer-funded pension scheme employers without the approval of the Commission.
(2) an application to become a trustee of the employer shall be made to the Commission in such form and manner as may be determined by the Commission and shall be accompanied by the prescribed application fee.
(3) the Commission may approve an application under this section, subject to such terms and conditions as it deems fit by the Commission.
(4) the Commission may vary, add to or delete any of the terms and conditions imposed under subsection (3) at any time deemed necessary by the Commission.
(5) a trustee of an employer who contravenes subsection (1) or any term or condition imposed under subsection (3) or (4) commits an offence.
Capital markets and services 251 refusal to approve 139zg. If an application made under section 139zf, the Commission may reject the application on any of the following reasons: (a) the application is not made in accordance with section 139zf;
(b) the applicant fails to comply with any requirement of this Act or any of the guidelines made under this Act;
(c) information or documents provided by the applicant to the Commission are false or misleading or whom there are material omissions; or (d) the Commission has reason to believe that the applicant is unable to act in accordance with the provisions and covenants of the deed.
Withdrawal of approval 139zh. The Commission may withdraw an approval granted to the Trustees approved employer if the Commission is satisfied that — (a) there exists a reason which the Commission may refuse an application under section 139zg;
(b) the Trustees that employer has violated any of the terms or conditions imposed by the Commission;
(c) the Trustees that employer is not acting or declining to act in accordance with the provisions or the deed of covenants;
(d) a trustee of the employer fails to comply with any direction issued by the Commission under this Act; or (e) a trustee of the employer not providing assistance to the Commission or to a person acting on behalf or under the authority of the Commission as required under subsection 139zl (2).
252 laws of Malaysia Act 671 of Division 4 of the general power to make regulations 139zi. The Commission may, with the approval of the Minister, make any regulations — (a) with respect to all matters relating to private retirement scheme administrator, the private pension scheme provider, the private pension scheme, the Trustees of the scheme and a trustee of the employer under this part; or (b) in respect of the obligations, standards and conduct of persons engaged in private retirement schemes.
The fee payable 139zj. (1) the following person under this section — (a) the administrator of the private pension scheme;
(b) the establishment of private retirement schemes approved;
(c) the trustee of the scheme for a private pension scheme approval; or (d) a trustee of the employer for retirement scheme sponsored by the employer, shall pay the fee specified under the regulations made under this Act.
(2) any fees paid to the Commission under this section shall be paid into the Fund established under section 23 of the Securities Commission Act 1993.
Capital markets and services 253 statement false or misleading to the Commission 139zk. (1) for the purposes of this part, any person making or submitting to the Commission any statement or information that is false or misleading or knowingly leave from stating any matter or thing without it representation or information that is misleading to a material thing, commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may be fined not more than three million dollars.
(2) If a statement or information under subsection (1) has been submitted or provided to the Commission and someone realized before the private pension scheme was launched that statement or information that may be false or misleading, that person shall immediately inform the Commission and shall take such action as may be required by the Commission.
The power to issue directions, etc.
139zl. (1) without prejudice to section 125, 354, 355 and 356, if Commission — (a) is satisfied that there is reason for withdrawal of approval under section 139f, 139s, 139x, 139ze or 139zh;
(b) realize that a statement or information provided or submitted to it under this section is false or misleading or whom there are material omissions; or (c) is satisfied that the interests of the members may be in a State of danger or are in a State of danger, 254 laws of Malaysia Act 671 the Commission may issue a direction in writing to any person to take such steps as may be specified in the instructions to — (A) to comply with, follow, enforce or implement — (i) any requirement or provision of this Act or of any securities laws;
(ii) any guidelines or notice issued by the Commission; or (iii) any terms, conditions or restrictions imposed under or pursuant to this Act; or (B) take such steps to meremedi a breach or diminish the effect of the breach of it.
(2) any person referred to under this part shall provide assistance to the Commission, or to a person acting on behalf or under the authority of the Commission, including giving any statement, and the provision of such information relating to its operation or any other information that the Commission or person acting on behalf or under the authority of the Commission may require for the administration of securities laws that should have been.
(3) a person who fails to comply with any instructions issued under subsection (1) or not providing assistance under subsection (2) commits an offence.
Disclosure of information to the Commission 139zm. (1) for the purposes of this section, the Commission may request the following person to produce any information or documents required Commission for regulation or effective monitoring of private retirement schemes industry, to the Commission: (a) the establishment of private retirement schemes;
(b) a partner of or affiliate to the private pension scheme providers; or capital markets and services 255 (c) any person who set up the foreign service to the person referred to in paragraph (a) or (b).
(2) for the purposes of subsection (1), if the person under paragraph (1) (b) or (c) is simply under the supervision or the supervision of the Central Bank, the Commission shall make such request through the Central Bank.
The recommendation by the licensed 139zn. (1) a licensed person shall not make a recommendation with respect to any private retirement scheme to someone who could reasonably be expected to rely on the recommendations without having a reasonable basis for making such recommendations to that person.
(2) for the purposes of subsection (1), a person licensed did not have a reasonable basis for making a recommendation to someone unless — (a) the licensed person has, for the purpose of ensuring that the recommendations are appropriate, take all practicable steps to ensure that the information is owned and licensed by the trust in respect of the investment objectives, financial position and particular needs of such person is accurate and complete;
(b) the licensed person has given consideration to, and carry out an investigation on the matter, as the recommendations are reasonable in all the circumstances; and (c) the recommendation is based on such consideration and investigation.
(3) if the licensed person contravenes subsection (1) and — (a) that person, because depending on the recommendations, commits an act or refrain from doing a particular Act;
256 laws of Malaysia Act 671 (b) is reasonable, having regard to the recommendation and all other relevant circumstances, for that person to do the Act or to refrain from doing an Act, as the case may be, because depending on the recommendations; and (c) that person suffers loss or damage as a result of doing the Act or refrain from doing the Act, licensed person shall be liable to pay compensation to such person in respect of such loss or damage.
(4) a licensed person is not liable under subsection (3) if it is proved that the person who is reasonable in the circumstances could be expected to do or leave from doing the Act because depending on the recommendations even if the licensed person has complied with that subsection in respect of that recommendation.
(5) in the case of a violation of subsection (1), a licensed person shall not be liable if it is proved that the recommendation was, in all the circumstances, reasonably taking into account the information available at the licensed person about the investment objectives, financial position and particular needs of the client in the course of licensed make recommendations that.
False declaration or misleading or false documentation to providers and administrators 139zo. (1) a person may not — (a) making, orally or in writing, or signing any declaration, statement, certificate or other document required under this Act or the rules an administrator of the private pension scheme that is false, misleading or in which there are material omissions; or (b) provides any information or give any document that is false, misleading or in which there are material omissions that,
to private retirement scheme administrator or provider of private retirement schemes approved.
Capital markets and services 257 (2) any person who contravenes subsection (1) with intent to deceive the private retirement scheme administrator or provider of private retirement schemes approved commits an offence and shall, on conviction, to imprisonment for a term not exceeding three years or to a fine not exceeding one million dollars or both.
(3) a person convicted of an offence under subsection (2) in relation to the production of accrued interest shall, within six months from the date of conviction, return the entire amount issued.
A statement that is false or misleading, etc.
139zp. A person shall not make a statement, or disseminate information, which is false or misleading in material and likely to induce any person to make a contribution to a private pension scheme if, when he made statements or disseminate information that — (a) he did not regard either the information or statement is true or false; or (b) he knows or reasonably should know that the statement or information that is false or misleading in material.
The use of the device manipulation and deceive the 139zq. It is unlawful for any person, either directly or indirectly to — (a) using any device, scheme or contrived to memfraud;
(b) engage in any act, practice or course of business which operates or would operate as a fraud or fraud against any person; or 258 laws of Malaysia Act 671 (c) make any statement that is not true about a material fact or leave from stating a material fact necessary to make the statement made that, in the circumstances that the statement was made, not misleading in relation to — (A) the acquisition or disposal of beneficial interest under a private pension scheme;
(B) make contributions to a private pension scheme; or (C) the withdrawal of any amount from a private pension scheme.
Penalties for offences under section 139zp and 139zq 139zr. A person who contravenes section 139zp and 139zq commits an offence and shall, on conviction, to imprisonment for a term not exceeding ten years and to a fine of not less than one million dollars.
Nomination 139zs. Notwithstanding anything to the contrary or permissible by any other written law relating to probate, administration, distribution, or disposal, the estate of the person who died, or in any custom or practice in relation to this matter, a member may nominate any person to receive any payment or disposition of any part of the interest accrued to the Member, after the death of the Member, subject to any rules or guidelines made under this Act.
Capital markets and services 259 part IV the COMPENSATION FUND CAPITAL MARKET Chapter 1 Interpretation Interpretation for the purposes of part IV of the 140. In this part — "compensation fund capital markets" means the compensation fund of capital market established under section 158;
"auditor" means a person registered with the Board of Auditors who Audit Monitoring pursuant to section 31o of the Malaysian Securities Commission Act 1993;
"rules" means the memorandum of Association, Association, or any rules or other instructions by whatever name called and wherever contained, which controls operations, management or procedures of the Corporation;
"default state" means a State of affairs that someone connected persons deemed unable, or likely to become unable, to pay claims against it in the circumstances as determined by the Corporation;
"related person" means a holder of a capital markets Services Licence who carries on the business of — (a) dealing in securities;
(b) dealing in derivatives and is a combination of the derivatives exchange; or (c) the management of the Fund;
"Corporation" means the Compensation Fund Corporation capital market established under section 141;
"the relevant authorities" means the Commission, stock exchange, bursa derivatives or bodies established outside Malaysia which carries out such functions with the Corporation and any other bodies as determined by the Commission.
260 laws of Malaysia Act 671 2 Term Compensation Fund Corporation Corporation capital market 141. (1) a body corporate known as the "capital market compensation fund Corporation" was established.
(2) the Corporation shall have perpetual succession and a common seal.
(3) the Corporation may sue and be sued in the name of him.
(4) subject to and for the purposes of the Administration and management of the compensation fund of the capital market, the Corporation may, on terms to be deemed fit by it — (a) enter into contracts;
(b) acquire, purchase, take, hold and enjoy all types of movable and immovable property; and (c) memindahhakkan, assign, surrender, refund, charge, mortgage, mendemis, lease, assign, transfer of title or again in any other way dispose of, or make any arrangements regarding, any movable or immovable property or any interest vested in the Corporation.
(5) the Corporation may from time to time take people work in accordance with the terms and conditions determined by the Corporation.
Function Of Corporation 142. (1) the Corporation shall manage and administer the compensation fund of the capital market and processing and handling claim for compensation under this part.
Capital markets and services 261 (2) the Minister may, on the recommendation of the Commission, gave his approval to the Corporation to borrow any sums deemed necessary by the Corporation for the purposes of its functions.
Powers Of The Corporation 143. The Corporation shall have all the powers necessary for or in connection with, or reasonably incidental to, the performance of its functions including for — (a) makes the processes and procedures that are fair, reasonable and transparent manner to determine the claim for compensation;
(b) pay compensation;
(c) submit a petition for the winding up of someone connected persons;
(d) determine the financial and operational situation someone connected persons and the possibility of the person starting a condition of default;
(e) determine, levy, collect and receive contributions, levies, fees and other payments from the related person or claimant and spend contributions, levies, fees and other payments to carry out all or any of the functions of the Corporation; and (f) take any action with respect to its function in manage and administer the compensation fund of the capital market.
Duties and responsibilities of the Corporation 144. The Corporation shall — (a) the exercise of its powers in good faith in accordance with the provisions of this Act; and (b) comply with any directives or guidelines issued by the Commission.
262 laws of Malaysia Act 671 145 membership of the Corporation. (1) the Corporation shall consist of the following members who shall be appointed by the Minister on the recommendation of the Chairman of the Commission: (a) a Chairman;
(b) a representative of the Commission;
(c) a representative of the holding company of bursa; and (d) two other members who have knowledge or experience in the capital markets.
(2) every Member of the Corporation shall at all times carry out its obligations in good faith.
(3) subject to the instrument of appointment, a member of the Corporation shall hold office for a term not exceeding three years and are eligible for re-election.
Removal, resignation and vacation of Office of any member of the Corporation 146. (1) the Minister, on the recommendation of the Chairman of the Commission may at any time revoke the appointment of any member of the Corporation if — (a) the Member has failed to carry out its duties in a way that should have been; or (b) the Member does not attend three consecutive meetings of the Corporation without the consent of the Chairman of the Corporation and in the case of the Chairman of the Corporation, without the permission of the Chairman of the Commission.
(2) a member may at any time resign his Office by giving a notice in writing not less than thirty days notice to the Minister.
Capital markets and services 263 (3) position of Member of the Corporation shall be vacated if — (a) he dies;
(b) he has been convicted under any law for an offence involving fraud, dishonesty or violence, whether within or outside Malaysia;
(c) he became a bankrupt; or (d) he is not of unsound mind or otherwise unable to perform his duties.
Meeting of the 147. (1) the Corporation shall meet as often as necessary for the performance of its functions.
(2) the Corporation may invite any person to attend any meeting for the purpose of advising it for any of the matters discussed, but the attendees are not eligible to vote in the meeting.
(3) Three members of the Corporation shall form a quorum at any meeting of the Corporation, one of whom must be a representative of the Commission.
(4) subject to the provisions of this Act, the Corporation shall determine its own procedure.
The Corporation may establish committees of 148. (1) the Corporation may establish such committees as it considers necessary or expedient to assist it in the performance of its functions under this part.
(2) the Corporation may appoint any person to be a member of any Committee established under subsection (1).
264 laws of Malaysia Act 671 (3) a Committee established under subsection (1) may elect any of its members to be Chairman and may regulate its own procedure.
(4) in the implementation of its obligations under this section, the Committee shall act in accordance with any instructions given by the Corporation.
(5) the Committee shall meet as often as necessary as determined by the Chairman of the Committee.
(6) a Committee may invite any person to attend any meeting of the Committee for the purpose of advising it in any matter in the discussion but people present, were not eligible to vote at the meeting.
Delegation of functions and powers of the Corporation 149. (1) the Corporation may delegate any of its functions and powers to — (a) any member of the Corporation; or (b) any Committee established by the Corporation.
(2) a delegation under this section shall not preclude the exercise or the exercise of the concurrent functions and powers delegated by the Corporation.
Remuneration, allowances or other expenses 150. Member of the Corporation or a Committee or any person invited to attend any meeting of the Corporation or Committee under section 147 or 148 can be paid such remuneration, allowances or other expenses as determined by the Minister on the recommendation of the Chairman of the Commission.
Capital markets and services 265 disclosure of interest 151. (1) a member of the Corporation who has, directly or indirectly, by himself or members of his family, any interest in any matter under discussion by the Corporation shall disclose the fact and the nature of the interest to the Corporation.
(2) a disclosure made under subsection (1) shall be recorded in the minutes of the meeting and after the disclosure, the Member who has an interest in the matter — (a) cannot take part or are present in any deliberation or decision of the Corporation in respect of the matter; and (b) shall not be taken into account for the purpose of forming a quorum of the meeting for deliberation and decision regarding the matter.
(3) any member of the Corporation who failed to disclose his interest as provided under subsection (1) commits an offence and shall, on conviction, to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding five years or both.
(4) no action or proceeding may ditidaksahkan Corporation on the ground that any member of the Corporation has violated the provisions of this section.
The power to take people to provide help of 152. The Corporation may, either generally or in a particular manner, take under these terms and conditions as may be determined by the Corporation from time to time, any persons who are not employees of the Corporation to provide such assistance as may be required or determined by the Corporation in respect of the implementation of functions or duties under this part, or to perform a function or duty on behalf of the Corporation and the name of the Corporation.
266 the laws of Malaysia Act 671 obligations of secrecy 153. (1) a member, employee or agent of the Corporation cannot give, disclose, exposes or otherwise disclose any information or document which diperolehnya in the course of his duties except —
(a) in the circumstances set out under section 154; or (b) to the Commission — (i) for the purpose of enabling or assisting the Commission in the performance of its functions under securities laws or any other written law; and (ii) if the Commission is of the view that the disclosure is necessary in the public interest or for the protection of investors.
(2) a person who has any information or document in its knowledge was disclosed berlanggaran with subsection (1) shall not in any way disclose the information or document to any of the others.
(3) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding five years or both.
Allowable disclosure 154. A person referred to in subsection 153 (1) cannot be refused to disclose any information or document — (a) for the purpose of enabling or assisting the auditor of the Corporation to carry out its functions;
(b) for the purposes of initiating, or in the course of, any civil proceeding between the Corporation and any person connected persons;
Capital markets and services 267 (c) to any person authorized to investigate any offence under any other law, and the disclosure is limited to the Affairs of any person connected persons investigated; or (d) in respect of a person connected persons who are in receipt of or are being wound up or otherwise dissolved within or outside Malaysia.
The power of the Commission to issue instructions 155. The Commission may, from time to time, give the Corporation directions of General or specific pursuant to this section or if deemed necessary by the Commission in the public interest or for the protection of investors.
156. Cooperation and coordination (1) the Corporation shall provide assistance to the Commission or to any person acting on behalf or under the authority of the Commission, as required by the Commission or the person, including provide information pertaining to the operations of the Corporation or any other information.
(2) the Corporation may enter into an arrangement to work with any of the relevant authorities to obtain or share any information or documents deemed necessary by the Corporation for the interests of investors or in connection with any connected persons.
Act or omission made in good faith 157. No action or other proceeding for damages may be brought, instituted or continued in any court against — (a) the Corporation;
(b) any member of the Corporation;
268 laws of Malaysia Act 671 (c) any member of any Committee established by the Corporation; or (d) the employees of the Corporation, in respect of any act done or statements made or left than done or made in good faith in performing any functions, powers and responsibilities under this section.
Chapter 3 the compensation fund formation of the compensation fund capital markets capital market 158. (1) a fund known as the compensation fund established capital market which shall be administered by the Corporation.
(2) the Corporation shall hold the assets of the compensation fund of the capital market in trust for the purposes provided under this section.
The assets that make up the compensation fund capital market 159. (1) compensation fund capital market shall consist of the following: (a) money provided to the compensation fund of the capital market by the Commission;
(b) moneys allocated to the Compensation Fund by the capital market and stock exchange bursa derivatives related;
(c) contributions made by the capital market development fund;
(d) contributions made by someone connected persons provided under section 160;
Capital markets and services 269 (e) interest and profits accrued from time to time from the compensation fund investment capital markets;
(f) any sums borrowed by the Corporation pursuant to subsection 142 (2);
(g) money recovered by or on behalf of the Corporation in the exercise of a right of action conferred under this section;
(h) money paid by an insurer under a contract of insurance or indemnity is made by the Corporation under section 170 of the Division; and (i) all other moneys lawfully paid into the compensation fund of the capital market in accordance with this Act or any other guidelines issued by the Commission.
(2) the Corporation is authorized to credit all operating income directly to the Fund, and the charge against the funds, all expenses and costs incurred by the Corporation in managing the Fund.
Contributions and levies 160. (1) a participant, an affiliated organization, a holder of a capital markets services licence dealing in securities in addition to a participant's organization and a holder of a capital markets services licence for the management of the Fund, shall be licensed under this Act, pay contributions at a rate set by the Minister to the compensation fund of the capital market.
(2) all contributions made under this section are non-refundable, except as determined by the Commission.
(3) in addition to the contributions under this section, the Commission may impose a levy of the amount determined by the Minister on any category of person related to fund operations of the compensation fund of the capital market.
270 laws of Malaysia Act 671 preservation of capital market compensation fund 161. (1) it shall be the duty of the Corporation to maintain the compensation fund of the capital market in accordance with the provisions of this section or any regulations made under this section.
(2) the Corporation may invest the money compensation fund existing capital markets for investment in such manner as may be determined by the Commission.
Financial year 162. For the purposes of this section, the financial year compensation fund capital market shall commence on the 1st day of January and end on 31 days in December every year.
Accounts and audit 163. (1) the Corporation shall keep or cause to be kept proper accounts and other records in respect of the operations of the Corporation and shall prepare a statement of accounts for each financial year.
(2) at the end of each financial year, within three months after the closure of the financial year or as soon as the audited accounts of the Corporation, the Corporation shall cause a copy of the statement of accounts submitted to the Commission.
(3) within three months after the closure of each financial year, the Corporation shall prepare and submit a report to the Commission on the regulation to the extent that the Corporation has complied with the requirements under this section and kaedah-kaedahnya in that financial year.
(4) upon receipt of a report under subsection (3), the Commission may at any time if it deems it necessary to carry out the regulatory audit on Corporation.
(5) of the statutory bodies (accounts and annual reports) 1980 [Act 240] shall not apply to the Corporation.
Capital markets and services 271 164 annual report. (1) the Corporation shall, within three months after the closure of each financial year, prepare a report in respect of its activities for that financial year, and send a copy of the report to the Commission.
(2) a report under subsection (1) shall include the following: (a) a claim referred to the Corporation and the compensation paid;
(b) audited annual account of the Corporation; and (c) any other matters as directed by the Commission.
Chapter 4 provisions relating to claims 165 Corporation rules. (1) the Corporation shall make rules for approval by the Commission, to regulate the orderly administration of the compensation fund of the Corporation and the capital market.
(2) the Corporation shall not be amended without the prior approval of the Commission kaedah-kaedahnya in advance.
(3) the rules of the Corporation may include — (a) the scope and category of claimant who is entitled to make a claim from the compensation fund of the capital market;
(b) the way the claim is made;
(c) the way the claim is determined and given an award by the Corporation;
(d) processing fee or administration;
272 laws of Malaysia Act 671 (e) circumstances that the Corporation may make an interim payment before final determination of a claim;
(f) circumstances that the Corporation may make a payment to a person other than the claimant;
(g) the circumstances of a claim may be rejected by the Corporation; and (h) the way the results of a claim can be notified to the claimant and the person concerned.
Appeal to the Commission 166. (1) any claimant aggrieved by a determination of the Corporation in respect of a claim, may appeal in writing to the Commission within thirty days from the date the claimant was told about the determination of the Corporation.
(2) the Commission shall decide an appeal within three months from the date the appeal is made.
Assistance to 167 Corporation. (1) a person shall provide any assistance to the Corporation, or to a person acting on behalf or under the authority of the Corporation as the Corporation or the person with reasonably practicable, require, including the granting of any statement, and grant any provision of information or documents relating to the operation of the connected persons or any other documents or information as the Corporation or that person requires for the purpose of the determination of a claim under this part.
(2) the Corporation may, whether on its own or on an application made by any claimant, calling and examining witnesses he thinks material for its investigation of a claim.
Capital markets and services 273 (3) any person who refuses or fails, without valid excuse, to assist the Corporation or any person acting on behalf of, or under the authority of, the Corporation, in accordance with subsection (1) or (2) commits an offence, and shall, on conviction, to a fine not exceeding five hundred thousand dollars or to imprisonment for a term not exceeding three years or to both.
Pensubrogasian the Corporation against the rights and remedies of the claimant when payment is made from the compensation fund 168 capital market. If the Corporation makes a payment out of the compensation fund of the capital market in respect of a claim from the compensation fund capital market under this Act — (a) the Corporation is disubrogasi as far as payment of all rights and remedies of the claimant in respect of the loss suffered by the claimant; and (b) the claimant cannot make any claim or have any right under bankruptcy or legal proceedings or otherwise to receive in respect of the losses — (i) any sum out of the assets of the connected persons concerned; or (ii) any sum if the loss is caused by an act or omission of a person's directors, officers, employees or representatives of the people, so that the Corporation has been reimbursed the full amount of the payment made by him from the compensation fund of the capital market, including any interest payable.
Power of court to make order certain 169. (1) Notwithstanding the provisions of the companies Act 1965, the Court may order the winding up of the Corporation's petition, a person connected persons, in accordance with the provisions of the companies Act 1965.
274 laws of Malaysia Act 671 (2) without prejudice to subsection (1), the Court may, on application of the Corporation, makes the following order: (a) an order that vest securities or any other property in the Corporation or a trustee appointed by the Court; and (b) an order appointing a receiver in respect of property of a connected persons or property held by the person or guardian he appointed to or on behalf of another person, whether in trust or otherwise.
(3) a trustee appointed under an order of the Court under paragraph (2) (a) — (a) may require any person so send submit to him any securities or any other property or give him all information about securities or derivative contract as may be required with reasonably required;
(b) may acquire and take ownership of the securities or any other property;
(c) may be dealing in securities or any other property in such manner as he thinks fit; and (d) shall have such other powers with respect to securities or any other property as may be determined by the Court.
(4) a person appointed by order of the Court under paragraph (2) (b) as the recipient of the property of a person the person who — (a) may require the person so send submit to him any property in respect of which he has been appointed as receiver or give to him all the information about the property that may be required with reasonably required;
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(b) may acquire and take possession of any property in respect of which he has been appointed as receiver;
(c) can manage any property that diperolehnya or taken possession of by him in such a way that the people can manage the property with valid; and (d) have any other powers in respect of the property as determined by the Court.
(5) the business results or disposal of securities or derivative contract under paragraph (2) (a) shall be paid into court and the Corporation may apply to the Court for payment of the proceeds to settle claims in accordance with this section.
(6) for the purposes of this section, the Corporation may, with the agreement of the Commission, make an application to the Court to be included as a party in any action brought by the Commission under section 360 or 361 of this Act.
(7) for the purposes of this section — (a) "property held by the person related" includes any property held by the person related through he appointed guardian; and (b) "assets", in respect of a person connected persons, including money, securities, or other property and documents of ownership for securities or other property entrusted to or on behalf of any other person by connected persons or any other person in the course of or in connection with the business of the people.
Powers of the Corporation to enter into contracts of insurance 170. The Corporation may make a contract of insurance under which the Corporation will be insured or indemnified, to the extent and in the manner provided by the contract, liability in respect of a claim under this Act, the rules of the Corporation or any guidelines issued by the Commission.
276 laws of Malaysia Act 671 insurance money 171. Someone claimant against the compensation fund capital markets cannot have — (a) the right of action against a person whom a contract of insurance or indemnity is made under this Act in respect of the contract; or (b) the right or claim in respect of any money paid by the insurer in accordance with the contract.
Money in the compensation fund of the capital market following the winding up of the relevant stock exchange 172. If a relevant stock exchange is being wound up under the companies Act 1965, the Corporation shall make available for the liquidator of the stock exchange of any remaining contributions in the Stock Exchange Compensation Fund of the capital market, which shall form part of the assets of the relevant stock exchange and available for the liquidator to be divided in accordance with the companies Act 1965.
173. (Cut by A1437 Act).
Part V MARKET MISCONDUCT and CONDUCT OTHER PROHIBITED the adoption of this section 174. This section applies to — (a) in respect of securities — (i) the acts and omissions that occur in Malaysia in respect of securities of any body corporate established or which carries on the business or that is listed in or outside Malaysia; and capital markets and services 277 (ii) the acts and omissions that occur outside of Malaysia in respect of securities of any body corporate established or which carries on a business or listed in Malaysia; and (b) in respect of derivatives — (i) an act that occurred in Malaysia in respect of derivatives, whether traded in or outside Malaysia; and (ii) an act that occurred outside of Malaysia in respect of derivatives traded in Malaysia.
Chapter 1 — prohibited Conduct Security Subpenggal 1 — Offences relating to fraudulent trading and fraud in the market, stock market manipulation, etc.
False and fraudulent commercial transactions in the market for 175. (1) subject to section 180, no person shall create, or cause is established, or do anything calculated can create, a false or misleading as actively trade in any securities on the stock market within Malaysia or misrepresentation is false or misleading with respect to the market, or about the price, any of the securities.
(2) a person may not, by way of purchase or sale of any securities, which does not involve the exchange of proprietary securities beneficially, or any other transaction or device design, maintain, enhance, melesetkan, or naik-turunnya, the market price of any securities.
278 laws of Malaysia Act 671 (3) without prejudice to the generality of subsection (1), a person who — (a) carry out, participate in, or be related to exercise, either directly or indirectly, any transaction the sale or purchase of any securities, which is the transaction does not involve any change in the proprietorship of the securities beneficially;
(b) make or cause to be made an offer to sell any securities at a certain price which he has made or caused to be made or plan to make or cause to be made, or know that someone associated with it have been making or causing to be made or plan to make or cause to be made, an offer to purchase securities of the same numbers, or largely the same numbers, at a price that is largely the same as the price of the first-mentioned; or (c) make or cause to be made an offer to buy any securities at a certain price which he has made or caused to be made or plan to make or cause to be made, or know that someone associated with it have been making or causing to be made or plan to make or cause to be made, the offer to sell the same number, or largely the same numbers, at a price that is largely the same as the price of the first-mentioned , shall be deemed to have created the impression that false or misleading as actively trade securities in the stock market.
(4) in a prosecution against a person for an act referred to in subsection (3), it shall be a defence if the defendant proves that — (a) the purpose for which he did the Act is not, or not including, the purpose of creating a false or misleading; and (b) he did not act recklessly, whether or not he creates a false or misleading, as securities with active trade in the stock market.
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(5) the purchase or sale of securities does not involve changes in proprietorship beneficiaries for the purposes of this section, if a person who has an interest in the securities before the purchase or sale of, or any person associated with the person who first mentioned in respect of the securities, has an interest in the securities after the purchase or sale of that.
(6) in a prosecution for an offence against subsection (2) in connection with the purchase or sale of securities that do not involve changes in proprietorship beneficially securities that, it shall be a defence if the defendant proves that the purpose he buy or sell that is not, or not including, the purpose of creating a false or misleading with respect to the market, or prices, securities.
(7) a reference in paragraph (3) (a) of a transaction the sale or purchase of securities includes — (a) a reference to the making of an offer to sell or buy securities; and (b) a reference to the making of an invitation, however described, which expressly or impliedly, to invite someone to offer for the sale or purchase of securities.
Manipulative Bourse 176. (1) subject to section 180, no person shall carry out, participate in, engaged in, connected with, or carry out, either directly or indirectly, any transaction in securities of a corporation, which is a transaction that has, or is likely to have the effect — (a) increase;
(b) lose; or (c) memancang, fix, maintain or stabilize the price of the securities of the Corporation in the stock market in Malaysia, for a purpose, which may include the meaning of induce another person, whether or not anyone else is tempted, acquire or dispose of any such corporation or establishment in relation to.
280 laws of Malaysia Act 671 (2) References in this section about a transaction, in relation to securities of a corporation, including — (a) a reference to the making of an offer to sell or buy any securities of the Corporation; and (b) a reference to the making of an invitation, however described, which expressly or implicitly to invite someone to offer for the sale or purchase of securities of the Corporation.
A statement that is false or misleading, etc.
177. A person shall not make a statement, or disseminate information, which is false or misleading in material details and likely to induce the sale or purchase of securities by others or likely to have the effect of raising, lowering, maintain or stabilize market price for the securities if, when he made statements or disseminate information that — (a) he did not regard either the information or statement is true or false; or (b) he knows or reasonably should know that the statement or information that is false or misleading in material details.
Induce people to trade securities fraudulently 178. (1) a person may not — (a) to make or publish any statement, promise or forecast which he knows as misleading, false or deceptive;
(b) by any material facts in the fraudulent concealment;
Capital markets and services 281 (c) to make or publish recklessly, either by fraudulent or otherwise, any statement, promise or forecast that is misleading, false or deceptive; or (d) with the record or save in, or by any means, mechanical, electronic devices or other devices, the information he knows as false or misleading about the details of material, induce or attempt to induce another person dealing of securities.
(2) in a prosecution for an offence under paragraph (1) (d), in respect of recording or storing information, be a defence if the defendant proves that while the information is recorded or stored, he did not have reasonable grounds to expect that such information can be obtained by any person.
The use of the device manipulation and deceive the 179. It is unlawful for any person, either directly or indirectly related to the subscription, purchase or sale of any securities — (a) using any device, scheme or contrived to memfraud;
(b) engage in any act, practice or course of business which operates or would operate as a fraud or perdayaan to any person; or (c) make any statement that is not true about a material fact or leave from stating a material fact necessary to make the statement made that, due to circumstances that the statement was made, not misleading.
282 laws of Malaysia Act 671 People or transactions to which section 175 or 176 180 shall not apply. The Minister may make regulations in respect of any class or description, the particular person or any class, category or description of transaction, in relation to securities, for which section 175 or 176 shall not apply.
Dissemination of information concerning the illegal transactions 181. One cannot circulate or disseminate, or authorize or be related to distribution or dissemination of, any statement or information which means that the price of any securities of a corporation will be or is likely to go up or down or maintained by virtue of any transaction made or act or other things done in relation to securities of the body corporate, or a corporation in relation to the Corporation , berlanggaran to section 175, 176, 177, 178 or 179 if — (a) that person, or any person associated with that person, has made any transaction or do any act or thing that; or (b) that person has received, or expected to be received, directly or indirectly, any consideration or interest for distribution or dissemination, or the truth or be related to distribution or dissemination, representation or the information.
Penalties for offences under the Subpenggal 1 182. A person who contravenes section 175, 176, 177, 178, 179 or 181 commits an offence and shall, on conviction, to imprisonment for a term not exceeding ten years and to a fine of not less than one million dollars.
Capital markets and services 283 Subpenggal 2 — Internal Trade Information 183. For the purposes of this Subpenggal, "information" includes —
(a) any presumption and other things not clear enough to warrant the matter known to the public;
(b) matters relating to the intention, or is likely intended, by that person;
(c) matters relating to consultations or suggestions about — (i) commercial arrangements; or (ii) dealing in securities;
(d) information relating to the financial performance of a corporation;
(e) information that a person proposes to make, or have previously made one or more transaction or agreement in relation to securities or has provided or intends to issue a statement relating to the securities; and (f) matters relating to the future.
Information that can be found in General 184. (1) for the purposes of this Subpenggal, the information can be found in General if the information is communicated in a manner that will be of interest to, or will be, draw attention to a reasonable person that invests in different types of securities price or its value may be affected by it, and because it has been told so, a reasonable period for the information disseminated amongst, and assimilated by , the person has expired.
(2) the information referred to in subsection (1) include information that consists of a summary or conclusion made from that information.
284 laws of Malaysia Act 671 material Effect on the price or value of the securities 185. For the purposes of this Subpenggal, an information where available in General will or may tend to have a material effect on the price or value of the securities, refers to any information that will or may tend to, when possible in General, affect a reasonable person that invests in securities in deciding whether or not to acquire or dispose of securities, or make an agreement with the aim to acquire or dispose of such securities.
Trade in securities 186. For the purposes of this Subpenggal, trading in securities generally allowed in the stock market of a stock exchange is calculated permitted in the stock market despite trading any securities in the stock market is suspended.
A reference to "the farm" 187. For the purposes of this Subpenggal and section 201 but without limiting the meaning of the term "undertaking" as provided in this section, if a person incites, induces, promotes or directs an act or omission by someone else, the person who first mentioned that characterized the farm Act or omission by another person that.
Conduct prohibited person in possession of internal information 188. (1) a person is "Insider" If that person — (a) has information that is not available publicly when possible in General, a reasonable person would expect that information has the effect of material on the price or value of the securities; and (b) knows or reasonably should know that the information is not available publicly.
Capital markets and services 285 (2) people can not, whether as principal or agent, in respect of any securities is meant by information in subsection (1) — (a) acquire or dispose of, or make an agreement for or with a view to acquire or dispose of such securities; or (b) the undertaking, directly or indirectly, an acquisition or disposal, or make any agreement for or with a view to acquire or dispose of such securities.
(3) where securities trading is meant by information in subsection (1) are allowed in a stock market of a stock exchange, people cannot, directly or indirectly, the information referred to in subsection (1), or cause the information to be communicated, to another person, if the person in the know, or reasonably should know, that others will or will may tend to — (a) acquire , dispose of, or make an agreement with the aim to acquire or dispose of any securities is meant by information in subsection (1); or (b) operate so that a third person to acquire, dispose of or make an agreement with the aim to acquire or dispose of, any securities intended by the information in subsection (1).
(4) any person who contravenes subsection (2) or (3) commits an offence and shall, on conviction, to imprisonment for a term not exceeding ten years and to a fine of not less than one million dollars.
(5) the Minister may make regulations in respect of any class or description, the particular person or any class, category or description of the particular transaction, in relation to securities to which this section does not apply.
286 laws of Malaysia Act 671 Evidence a breach of section 188 189. In a prosecution for an offence under subsection 188 (2) or (3), it is not necessary for the prosecution to prove the nonexistence of facts or circumstances that if facts or circumstances exists shall, by virtue of section 190, 191, 192, 193, 194, 195, 196, 197 or 198, or any regulations made under subsection 188 (5), prevent the Act from becoming a violation of subsection 188 (2) or (3).
Confidentiality arrangements by Corporation 190. (1) for the purposes of this Subpenggal, a corporation is deemed to have any information — (a) that an officer of the Corporation — (i) own and reach its knowledge in the course of his duties as an officer of the Corporation; or (ii) knows or reasonably should know the reason he was an officer of the Corporation; or (b) an officer of the Corporation who owns and who reach its knowledge in the course of his duties as an officer of a corporation in relation to the Corporation that first-mentioned that if — (i) the officer is a person in because he has the information;
(ii) the officer is involved in, results, transaction or agreement Corporation first mentioned in acquire or dispose of securities related to it that officer is a person in or made an agreement to acquire or dispose of any such, operate so that others acquire or dispose of such securities or make an agreement to do so, or convey the information in the circumstances referred to in subsection 188 (3); or capital markets and services 287
(iii) it is reasonable to expect that the officer will convey the information to an officer of another corporation that first-mentioned that acting upon such nature, unless it is proved that the information is not in fact so communicated.
(2) in this section "information" refers to information that is deemed to be owned by a corporation and if a person who owns such information is an insider.
(3) a corporation shall not violate subsection 188 (2) by making a transaction or agreement at any time solely because the information is owned by the Corporation if — (a) the decision to make a transaction or agreement is made on behalf of the Corporation by a person other than an officer of the Corporation who owns such information;
(b) the Corporation had arrangements in force at the time that reasonably can be expected to ensure that — (i) the information has not been communicated to the person or one who has been involved in, or decide to make, or involved in, any transaction or the agreement;
(ii) No advice on decisions to make, or involved in, any transaction or agreement is given to that person by the person in possession of the information; or (iii) the person in possession of such information will not be involved in the decision to make or is involved in, any transaction or agreement, or engage in transactions or the agreement; and (c) the information is not presented as such, there are no any advice given and the person in possession of that information is not involved in the decision to make, or involved in, any transaction or agreement is or is not involved in the transaction or the agreement.
288 laws of Malaysia Act a confidentiality agreement by sharing 671 191. (1) for the purposes of this Subpenggal, partner of a partnership is deemed to possess any information — (a) owned by a partner of the other and get to the knowledge that the other partner on its properties as a partner of the partnership;
(b) owned by an employee of the partnership and who reach the knowledge that employee in the course of its work; or (c) If a partner or employee of the partnership know or reasonably should know of any matter or thing due to the partner or employee is a partner or employee of such, it is considered that every partner and employee of the partnership know or reasonably should know about the thing or the thing.
(2) in this section "information" refers to information that is deemed to be owned by a partnership and if a partner or employee of a partnership that owns the information is a person in.
(3) a partner of a partnership does not violate subsection 188 (2) by making a transaction or agreement referred to in that subsection at any time alone-the eye are caused by one or more partner (but not all), or an employee of the partnership, with actually had the information at that time if — (a) the decision to make a transaction or agreement is made on behalf of the partnership by any one or more of the following person : (i) any partner considered to have such information solely due to a partner of another, or an employee of the partnership, holds the information; or (ii) an employee of the partnership do not have the information;
Capital markets and services 289 (b) the partnership has an agreement in force at the time that reasonably can be expected to ensure that — (i) the information is not passed on to a partner or employee or one of the partners or employees who are involved in, or decide on the making of a transaction or agreement concerned;
(ii) No advice on the decision to make a transaction or agreement that has been given to the partner or employee by a partner or employee who possesses that information; and (iii) the partner or employee who possesses that information will not be involved in the decision to make, or involved in, any transaction or the agreement; and (c) the information is not presented, no advice given and partner or employee who possesses that information is not involved in the decision to make, or involved in, any transaction or the agreement.
(4) Pekongs i s e sua tu pe rkongs ian t not me violated subsection 188 (2) by making a transaction or agreement referred to in that subsection in addition to on behalf of the partnership solely due to the partner is deemed to have information that is owned by the partner or other employees of the partnership.
Underwriting and underwriting small 192. (1) subsection 188 (2) does not apply in respect of — (a) the making of an underwriting agreement or underwriting small; or (b) the acquisition of securities under the obligation to do so in an agreement referred to in paragraph (a).
290 laws of Malaysia Act 671 (2) subsection 188 (3) does not apply in respect of the presentation of information in respect of the securities to any person solely for the purpose of undertaking such person — (a) underwriting agreement or underwriting small in respect of any of the securities; or (b) acquire any securities is under the obligation to do so in an agreement referred to in paragraph (a).
Disapplication of section 188 for transactions carried out under the scheme of arrangement, etc., under any written law 193. (1) Section 188 shall not apply to an acquisition or disposal of securities or the delivery of information carried out under any other written law relating to the scheme of arrangement, remodeling and acquisition relating to the Corporation.
(2) subsection 188 (2) shall not apply to an approved clearing Center acquire or dispose of securities for the purpose of settlement of the contract market or in connection with any proceedings or other action in relation to the settlement of the contract market if the acquisition or disposal of securities is carried out according to the rules of the clearing centre approved.
(3) Subsection 188 (2) shall not apply for a stock exchange in connection with the sale or purchase of securities if the Stock Exchange Act on instructions from a clearing centre approved in accordance with section 54.
Saving to a corporation who has knowledge of his intention
194. (1) A corporation does not contravene subsection 188 (2) by making a transaction or agreement in relation to securities other than securities of the Corporation solely due to the Corporation realized that it intends to make or previously have made one or more transaction or agreement in relation to the securities.
Capital market and Service 291 (2) subject to subsection (3), a corporation does not contravene subsection 188 (2) by making a transaction or agreement in relation to securities other than securities of the Corporation as a result of an officer of the Corporation realized that the Corporation intends to make or previously have made one or more transaction or agreement in relation to the securities.
(3) subsection (2) shall not apply unless the officers of the Corporation is aware of the matters referred to in that subsection in the course of its work.
(4) subject to subsection (5), a person does not contravene subsection 188 (2) by making a transaction or agreement on behalf of a corporation in relation to securities other than securities of the Corporation solely because the person becomes aware that the Corporation proposes to make, or previously have made one or more transaction or agreement in relation to the securities.
(5) subsection (4) shall not apply unless such person is aware of the matters referred to in the course of his duties as an officer of the Corporation who first mentioned or while acting as an agent of the Corporation who first mentioned it.
Saving for a knowledge of individual activities or intent of the 195. A person does not contravene subsection 188 (2) by making a transaction or agreement in relation to securities solely because he realized that he intends to make, or have been previously made, one or more transaction or agreement in relation to the securities.
Unauthorised transaction disolisit 196. (1) the holder of a capital markets Services Licence who carries on the business of dealing in securities or his/her representative does not contravene subsection 188 (2) by making a transaction or agreement as an agent for another person, which is 292 laws of Malaysia Act 671 is a transaction or agreement made on the stock market of a stock exchange securities quoted for trading on the stock market the stock exchange if — (a) a transaction or agreement is made under a specific instructions by a person other not disolisit by the capital markets services licence who carries on the business of dealing in securities or his/her representative;
(b) the capital markets services licence who carries on the business of dealing in securities or his/her representative does not give any advice to the other in respect of such agreement or transaction or otherwise trying to get other people to the commands to make transactions or the agreement; and (c) any other person that's not been with capital markets services licence who carries on the business of dealing in securities or its representative.
(2) there is nothing in this section shall affect the application of subsection (1) in relation to the principal.
Saving for the redemption of units of unit trust funds under covenants repurchase 197. Subsection 188 (2) does not apply in respect of the redemption by a trustee under a deed of trust in relation to a unit trust schemes according to the Covenants repurchase contained or be deemed to be contained in the trust deed at the price required by the deed of trust is calculated, to the extent reasonably practicable, by reference to the value of the asset base , less any liabilities of the Fund intended by units of unit trust funds, and less any reasonable charges for the purchase of units of unit trust schemes or the importance of it.
198. The defense of equality information (1) a person does not contravene subsection 188 (2) where — (a) securities which is the subject of the transaction or the agreement or action to a transaction or agreement instead of the securities allowed in stock market of a stock exchange;
Capital markets and services 293 (b) the Court is satisfied that the other party in the transaction or the agreement know, or reasonably ought to know, about the information before making any transaction or the agreement; and (c) such person to acquire or dispose of the securities upon such terms and in the circumstances of that — (i) he did not get any profit or avoid any loss, including a profit is not realized or avoidance of loss is not realized in the price or value of the securities, as the case may be, for himself or any other person due to the effects that may occur as a result of the information when the information can be found in General; and (ii) the purposes of the acquisition or disposal of securities does not include any purpose of making a profit or avoid a loss, as the case may be, for himself or any other person due to the effects that may occur as a result of the information when the information can be found in General.
(2) in a prosecution for an offence under subsection 188 (3) if the person delivering information or cause information passed on to another person, it shall be a defence — (a) if the Court is satisfied that the information reach knowledge presenting such information solely as a result of the information being communicated in the manner likely to make that information available in General in accordance with section 184; or (b) if the Court is satisfied that the other party knew, or reasonably should know, that information before that information is delivered.
294 laws of Malaysia Act 671 Subpenggal 3 — Civil Remedies for violations of the Civil Liability section 175, 176, 177, 178, 179 or 181 199. (1) any person who suffers loss or damage caused by, or for, depending on the behaviour of others who have breached section 175, 176, 177, 178, 179 or 181 can get the amount of the loss or damage by initiating civil proceedings against the other person, whether or not other people have been charged with an offence in respect of that infringement, or whether or not a breach has been established in a prosecution.
(2) this section shall not prejudice to any liability under any other written law in respect of conduct which becomes a violation of it.
Civil action by the Commission
200. (1) If found by the Commission that any person has violated section 175, 176, 177, 178, 179 or 181, the Commission may initiate civil proceedings in the Court against the person, whether or not that person has been charged with an offence in respect of the infringement, or whether or not a breach has been established in a prosecution.
(2) in respect of a proceeding initiated by the Commission under subsection (1) against any person who has violated section 175, 176, 177, 178, 179 or 181, the Commission may, if it thinks it is in the public interest to do so, through civil action against a person who contravenes that — (a) obtain an amount not exceeding three times the amount of gross remuneration made or loss avoided by the person; and (b) claim the civil penalty in such amount as it thinks fit by the Court after taking into account the severity of the violation, i.e. an amount not exceeding one million dollars.
Capital markets and services 295 (3) an amount was claimed by the Commission in an action under subsection (2) shall apply — (a) first, to pay all costs of spare parts to the Commission investigation and proceedings in respect of the infringement; and (b) Secondly, to memampasi people who have suffered loss or damage as a result of the infringement.
(4) If the Commission is of the view that it is not practical to memampasi the person referred to in paragraph (3) (b), as the amount of any distributions to be made to each person or difficulties identifying or tell the person eligible to dipampasinya, as the case may be, the Commission may decide not to make distributions to the person referred to in paragraph (3) (b).
(5) as far as any amount received in a civil proceeding under subsection (1) shall not be distributed pursuant to paragraph (3) (b), it shall be — (a) paid into the compensation fund of capital market maintained under part IV; or (b) held save by the Commission to finance — (i) the cost of developing and facilitating educational programmes for capital market investors and professionals; or (ii) the cost of regulating the capital market, as determined by the Commission, with the approval of the Minister.
(6) Civil Proceedings under subsection (2) or 199 (1) may be commenced at any time within twelve years from — (a) the date of the cause of action accrued; or (b) the date of the Commission or the person that started the proceedings, as the case may be, found out about the breach, whichever is the later.
296 laws of Malaysia Act 671 (7) any right of action granted under this section shall not affect the right of action conferred on a person who has suffered loss or damage referred to in subsection 199 (1) or under any other law.
Get the amount of loss or damage 201. (1) any person who suffers loss or damage caused by, or for, depending on the behaviour of others who have breached section 188 can get the amount of the loss or damage by initiating civil proceedings against the other person, whether or not other people have been charged with an offence in respect of the infringement, or whether or not a breach has been established in a prosecution.
(2) in subsection (1), "loss or damage" includes loss or profit is not realized, as the case may be, the price or value of the securities of a corporation which is the difference between: (a) the price or value of the securities in a transaction associated with it people who first referred to in subsection (1) claim to have suffered loss or damage; with (b) prices are likely to be the price of securities in the transaction, or a value that is likely to become the value of the securities at the time the transaction is made, if the violation does not occur.
(3) where a person in acquiring or agreeing to acquire, or working on so that others acquire or agree to acquire securities of a person, ("seller") who do not have that information, in contravention of subsection 188 (2), the seller may, through civil action against a person in that or any other person affected by such violation, recover, for loss or damage suffered by the vendor , the difference between: (a) the price of the securities given, or agreed to be acquired by a person in that or any other person that, from the vendor; with the capital markets and services 297 (b) price of securities that may be acquired at the time of acquisition or agreement, as the case may be, referred to in paragraph (a) if that information is available publicly.
(4) where a person in disposing of or agreed to dispose of, or working on so that others dispose of or agreed to dispose of, securities to a person ("the purchaser") who do not have that information, in contravention of subsection 188 (2), the buyer may, by civil action against a person in that or any other person affected by such violation, recover, for loss or damage suffered by the buyer , the difference between: (a) the price of the securities disposed of, or agreed to be disposed, by people in that or any other person that, to the buyer; with (b) the price of the securities may be disposed of at the time of disposition or agreement, as the case may be, referred to in paragraph (a) if that information is available publicly.
(5) where — (a) a person in — (i) acquire or agree to acquire securities; or (ii) persuade another person to acquire or agree to acquire securities, in contravention of subseskyen 188 (2); or (b) a person in the information referred to in subsection 188 (1) to another person, in contravention of subsection 188 (3), and the securities traded were allowed to stay at a stock market of a stock exchange, so whether or not the people in it have been charged with an offence concerning 298 laws of Malaysia Act 671 violations or whether or not the infringement has been proved in a prosecution , The Commission may, if the Commission found was in the public interest to do so, through civil action, take any or both of the following actions against the people in it:
(A) obtain an amount equal to three times the amount of the difference between the price of the securities acquired or agreed to be acquired by a person in that or any other person, and at the price of the securities is likely to have been obtained at the time of acquisition or agreement, as the case may be, if the information can be found in General;
(B) claim the civil penalty in such amount as may be thought fit by the Court after taking into account the severity of the violation, which is an amount not exceeding one million dollars.
(6) if — (a) a person in — (i) the disposal or agree to dispose of securities; or (ii) persuade another person to dispose of or consent to the disposal of securities, in contravention of subsection 188 (2); or (b) a person in the information referred to in subsection 188 (1) to another person, in contravention of subsection 188 (3), and the securities traded were allowed to stay at a stock market of a stock exchange, so whether or not the people in it have been charged with an offence in respect of the infringement whether or not the infringement has been proved in a prosecution , The Commission may, if the Commission mendapatinya is in the interest of the capital market and services public 299 to do so, through civil action, take any or both of the following actions against the person in that: (A) obtain an amount equal to three times the amount of the difference between the price of the securities disposed of or agreed to be disposed, by people in or others, and at the price of the securities is likely to have been disposed of at the time of disposition or arrangement of the , as the case may be, if the information can be found in General;
(B) claim the civil penalty in such amount as may be thought fit by the Court after taking into account the severity of the violation, which is an amount not exceeding one million dollars.
(7) an amount was claimed or obtained by the Commission in a respective action pursuant to subsection (5) or (6) shall apply — (a) first, to pay all costs of spare parts to the Commission investigation and proceedings in respect of the infringement; and (b) both of them — (i) if it is in relation to subsection (5), to memampasi seller who has the disposal of securities of the same class in the current stock exchange stock market information, it is not possible in General between the time the first violation of subsection 188 (2) occurs by the time that information is found in General; and (ii) if it is in relation to subsection (6), to memampasi buyers acquiring securities of the same class in the current stock exchange stock market information, it is not possible in General between the time the first violation of subsection 188 (2) occurs by the time that information can be found in General.
300 laws of Malaysia Act 671 (8) If the Commission finds that it is not practical to memampasi the person referred to in paragraph (7) (b), as the amount of any distributions to be made to each person or difficulties identifying or tell the person entitled is compensated, as the case may be, the Commission may decide not to make distributions to the person referred to in paragraph (7) (b).
(9) as far as any amounts obtained or obtained in a civil action under subsection (5) or (6) shall not be distributed pursuant to subsection (7), that amount shall be — (a) paid into the compensation fund of capital market maintained under part IV; or (b) held save by the Commission to finance — (i) the cost of developing and facilitating educational programmes for capital market investors and professionals; or (ii) the cost of regulating the capital market, as determined by the Commission, with the approval of the Minister.
(10) Civil Proceedings under this section may be instituted at any time within twelve years from — (a) the date of the cause of action accrued; or (b) the date of the Commission or the person that started the proceedings, as the case may be, found out about the breach, whichever is the later.
(11) any right of action granted under this section shall not affect the right of action conferred on a person who suffered loss or damage referred to in subsection (1) or under any other law.
Capital markets and services 301 2 Term prohibited Conduct — Derivatives Subpenggal 1 — Offences relating to false trade brokerage, wild, etc.
Fake trade 202. No person shall establish or cause created or done anything that counts as creating a false or misleading impression that there is an active trade in derivatives in a derivatives market or misrepresentation is false or misleading with respect to the market, or prices trade, derivatives in the derivatives market.
Wild brokerage 203. No person shall perform, or submit himself to be implemented, an order for the purchase or sale of a derivative in a derivatives market without having to execute a purchase or sale of bona fide derivatives in accordance with the rules and practices of the derivatives market.
Dissemination of information about fake trade 204. No person shall distribute, disseminate or permits, or engage in distribution or dissemination of, any statement or information that has the effect that the price of trading in a derivatives or derivative class will, or is likely, up or down because of market operations of one or more people, operations, at his knowledge, carried out in violation of section 202.
302 laws of Malaysia Act 671 Manipulation price derivatives and memborong save 205. No person shall, directly or indirectly — (a) manipulate or attempt to manipulate the prices of derivatives may be traded on a derivatives market, or prices of any policy instrument that is the subject of such derivatives; or (b) try memborong memborong store or save, any policy instrument that is the subject of a derivative.
The use of the device, etc., to memfraud 206. No person shall, directly or indirectly, in connection with any transaction with any other person involving business in derivatives — (a) using any device, scheme or contrived to memfraud the others;
(b) engage in any act, practice or course of business which operates as a fraud or perdayaan, or which is likely to operate as a fraud or perdayaan, against the others; or (c) make any false statement of a material fact, or leave to state a material fact necessary to make the statement made in the circumstances of the statement was made, not misleading.
A statement that is false or misleading 207. No person shall, directly or indirectly, for the purpose of manufacturing a push, make derivatives — (a) any statement which, at the time and in the circumstances the statement is made, is false, misleading or deceptive about any material fact; or (b) any statement which, by reason of the omission of a material fact, to be false or misleading.
Capital markets and services 303 Prohibition misuse of the information obtained on the official nature of 208. Any person who, in relation to business in derivatives, have any information if known might reasonably expected to materially affect the price of the business matter and that — (a) it holds by virtue of the nature of official or officially Properties formerly;
(b) it is reasonable to expect of someone on the nature of official or officially properties previously not revealed except for proper implementation of the functions relating to the nature of the official; and (c) he knows is a price sensitive information not published in respect of a policy instrument that is the subject of a derivative of or in connection with, the business in a derivative, cannot make use of the information should not be to obtain, directly or indirectly, a benefit for himself or for any other person.
Penalties for offences under the Subpenggal 1 209. Any person who contravenes any provision of this subpenggal commits an offence and shall, on conviction, to imprisonment for a term not exceeding ten years and to a fine of not less than one million dollars.
Subpenggal 2 — Civil Remedies for violations of the Civil Liability section 202, 203, 204, 205, 206, 207 or 208 210. (1) any person who suffers loss or damage caused by, or for, depending on the behaviour of others who have breached sections 202, 203, 204, 205, 206, 207 or 208, can get the amount of the loss or damage by initiating civil proceedings against 304 laws of Malaysia Act 671 other that, whether or not other people have been charged with an offence in respect of the infringement , or whether or not a breach has been established in a prosecution.
(2) this section is without prejudice to any liability under any other written law in respect of conduct which becomes a violation of it.
Civil action by the Commission 211. (1) if found by the Commission that any person has violated section 202, 203, 204, 205, 206, 207 or 208, the Commission may initiate civil proceedings in the Court against the person, whether or not that person has been charged with an offence in respect of the infringement, or whether or not a breach has been established in a prosecution, the Commission may, if it considers it is in the public interest to do so , through civil action against the person who commits the violation — (a) obtain an amount cannot be more than three times the amount of gross remuneration made or loss avoided by the person; and (b) claim the civil penalty in such amount as may be fit by the Court after taking into account the severity of the violation, which is an amount that is not more than one million dollars.
(2) the amount to be obtained by the Commission in an action pursuant to this section shall apply — (a) first, to pay all costs of spare parts to the Commission investigation and proceedings in respect of the infringement; and (b) Secondly, to memampasi people who have suffered loss or damage as a result of the infringement.
Capital markets and services 305 (3) if found by the Commission that it is not practical to memampasi the person referred to in paragraph (2) (b) in view of the amount of the distributions to be made to each person or difficulties identifying or tell the person entitled is compensated, as the case may be, the Commission may decide not to make distributions to the person referred to in paragraph (2) (b).
(4) the extent of any amount being recovered in a civil action under subsection (1) shall not be distributed pursuant to paragraph (2) (b), that amount shall be — (a) paid into the compensation fund of capital market maintained under part IV; or (b) held save by the Commission to finance — (i) the cost of developing and facilitating educational programmes for capital market investors and professionals; or (ii) the cost of regulating the capital market, as determined by the Commission, with the approval of the Minister.
(5) Civil Proceedings under subsection (1) or 210 (1) may be commenced at any time within twelve years from — (a) the date of the cause of action accrued; or (b) the date of the Commission or the plaintiff commenced the proceedings, as the case may be, found out about the breach, whichever is the later.
(6) any right of action granted under this section shall not affect the right of action conferred on a person who suffered loss or damage referred to in subsection 210 (1) or under any other law.
306 laws of Malaysia Act 671 part VI ISSUANCE of SECURITIES and the ACQUISITION and MERGERS of Division 1 Product Market listed and unlisted Capital Requirements for approval, registration, authorization or recognition of 212. (1) this section shall not apply to a private pension scheme.
(2) a person who intends to carry out a proposal, scheme, transaction, arrangement or activity, or issue securities or offer for subscription or purchase of securities, or publish an offer for subscription or purchase of securities, in respect of — (a) the listing and quotation of securities of a corporation on the stock market;
(b) transfer a listing and quotation of securities of a corporation of a market for an alternative to the primary market;
(c) the listing or quotation of securities other than securities in paragraph (a) including unit trust business or Islamic securities in the stock market;
(d) an acquisition or disposal of assets resulted in a significant change in business direction or policies of a corporation listed, unit trust schemes listed or any of the other listed entities, whether or not in relation to any proposal, scheme, transaction, arrangement or activity under paragraph (a) and (b), shall obtain the approval of the Commission under Chapter 1a.
Capital markets and services 307 (3) a person who intends to effect a compromise, arrangement or scheme by means of securities issuance for the consolidation of two or more of the listed corporation must obtain the approval of the Commission under Chapter 1a.
(4) a person who intends to provide, offer for subscription or purchase, or issue an invitation to subscribe for or buy, outside Malaysia, securities of a public company or Corporation is listed on, or to list the securities in a securities exchange outside Malaysia must obtain the approval of the Commission under Chapter 1a.
(5) a person who intends to provide, offer for subscription or purchase, or issue an invitation to subscribe for or purchase capital markets products including Islamic securities not listed not listed but does not include units in a unit trust scheme shall — (a) the authorization of the Commission or in the case of a security or market products of foreign capital, the recognition of the Commission under Chapter 3a; and (b) register with the Commission, a disclosure document containing information and details as may be determined by the Commission under section 92a.
(6) Notwithstanding subsection (5) or any written law to another, a person shall register a trust business with the Commission, or in the case of a foreign business trust, getting recognition from the Commission, under the Term 3B, if that person intends to — (a) to establish, operate, or assist in establishing or conducting the business trust;
(b) submit himself as handling the business trust; or (c) offer or provide units in the trust that business.
308 laws of Malaysia Act 671 (7) the Commission may determine — (a) any proposal, scheme, transaction, arrangement or activity; or (b) an initial, the offering or provision of any other capital market products, which must comply with the requirements under this section.
(8) the requirements under subsection (2), (3), (4), (5) and (6) shall not apply to any proposal, scheme, transactions, arrangements, activities, products or matters specified under Schedule 5 or as may be prescribed by the Minister.
(9) a person who contravenes this section commits an offence and shall, on conviction, to imprisonment for a term not exceeding ten years and to a fine not exceeding three million dollars.
Chapter 1a Application for approval of an application for approval 213. (1) in this Chapter and table 5, unless the context otherwise requires — "proposal" means a proposal referred to under subsection 212 (2);
"experts" includes engineers, assessors, accountants and any others of his profession to give credibility to a statement made by him;
"officer", in relation to a corporation includes — (a) the Director, Secretary, Executive Officer or employee of such Corporation;
Capital market and Service 309 (b) receiver and manager appointed under the powers contained in any instrument, for any part of the undertaking or property of the Corporation; and (c) the liquidator of the Corporation appointed for voluntary winding up of the Corporation, but does not include a recipient rather than a Manager, receiver and manager appointed by the Court and a liquidator appointed by the Court;
"private" and "public companies" have ert i assigned to it in subsection 4 (1) of the companies Act, 1965;
(2) an applicant who wishes to apply for approval for reserved under section 212 shall make an application to the Commission for approval and shall submit documents and information to the Commission in such form and manner as may be determined by the Commission.
(3) Notwithstanding subsection (2), the Commission may require an applicant to release information or additional documents as may be deemed necessary by the Commission in respect of the application.
Grant of approval of 214. (1) the Commission may in respect of an application for approval under subsection 213 (2) — (a) approve the application; or (b) approve the application — (i) subject to such terms and conditions;
(ii) by any change; or (iii) by any change and subject to such terms and conditions as may be deemed fit or necessary by the Commission.
310 laws of Malaysia Act 671 (2) S u r u h a n j a y a b l e h o m e n g u b a h, n a m e m b a h a t o delete any terms and conditions imposed under subsection (1) at any time.
(3) No person may perform, perform or carry out any suggestions in the application made under subsection 213 (2) unless — (a) the Commission has approved the application under this section; or (b) the applicant has prior Commission approval to implement, perform or carry out any part of the proposal.
(4) a person shall not be deemed to have taken any steps to implement, perform or carry out a proposed in the application under subsection 213 (2), if — (a) any person making an agreement in respect of a proposal in the application; and (b) the terms of the Treaty is not binding until the fulfillment of such conditions as may be specified in the agreement, including the approval granted under this section.
(5) any person who contravenes any term or condition imposed under subsection (1) or (2) commits an offence.
214a application rejection. (1) the Commission may refuse an application made under subsection 213 (2) where — (a) the applicant has failed to comply with any requirement under this Act or any guidelines issued by the Commission;
(b) the application contains any statement or information that is false or misleading or which there are material omissions;
Capital markets and services 311 (c) the Commission is not satisfied with the corporate governance record Publisher or are concerned with the integrity of any Director of the Publisher;
(d) the Commission has reason to believe that approval of the application may affect the interest of investors;
(e) the Commission has reason to believe that approval of the application would be contrary to the public interest; or (f) in the case of an application for listing or quotation of a business trust, business trust, it is not registered with or recognized by the Commission under Chapter 3B.
(2) if the Commission is satisfied that — (a) there is a breach of subsection 215 (1);
(b) breach any term or condition imposed under section 214; or (c) any changes or developments in respect of the application circumstances that occur after the Commission gives its approval under this section, and if changes or developments that, if known to the Commission before the approval, will affect its decision in respect of the application, the Commission may — (A) revoke the approval given under section 214;
(B) review of the approval; or (C) impose any terms or conditions more, as it thinks fit or necessary by the Commission, provided that the Commission can only cancel or revise the approval or impose such further terms and conditions if cancellation, revision 312 the laws of Malaysia Act 671 or imposition that does not affect third party rights that may be created by or arising out of the exercise or performance of a proposal in the application in accordance with the approval given under section 214.
(3) the Commission shall give the person an opportunity to be heard before any decision is made under subsection (2).
(4) in respect of an application made under subsection 213 (2) — (a) any person may make an announcement regarding an application prior to submitting the application to the Commission for its approval; or (b) the Commission may direct the applicant to make an announcement with respect to the application or any matter under this Term according to the rules of the stock exchange, if deemed necessary by the Commission.
(5) for the purposes of subsection (4), an "announcement" includes any broadcasting by notice in the press or in any other form of a strong intention to participate in the tender for such security.
(6) any person who contravenes subsection 214 (3) or paragraph 214a (4) (b) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
False or misleading statements, etc.
215. (1) where any statement or information required to be submitted to the Commission under this Term — (a) a producer or the applicant or any officer or its affiliates;
(b) a financial adviser or expert; or (c) any other person, capital markets and services 313 shall not — (A) submit or cause d ikemukakan any statement or information that is false or misleading;
(B) submit or cause to be presented any statement or information from whom there are material omissions; or (C) engage in or assist or knowingly colluding in the conduct which is misleading or deceptive or likely to mislead or deceive the Commission.
(2) it shall be a defence to a prosecution or any proceeding for a violation of subsection (1) if it is proved that the defendant, having made enquiries which are reasonable in the circumstances of that, has reasonable grounds to believe, and until the time the statement was made or information is given or until the involvement in such behaviour, of course believe that — (a) a statement or information that is true and not misleading;
(b) the omission is not material;
(c) there is no material omissions; or (d) the conduct in question is not misleading or deceptive.
(3) where — (a) a statement or information referred to in subsection (1) has been submitted or provided to the Commission, or conduct referred to in subsection (1) has been made; and 314 laws of Malaysia Act 671 (b) the person referred to in that subsection knowing or realizing before proposed in the application are exercised, performed and conducted in full — (i) that the statement or information that may be false or misleading or materially incomplete; or (ii) that such behaviour may tend to mislead or deceive, that person shall immediately inform the Commission of the facts referred to in subparagraph (b) (i) or (ii), if applicable, and shall take such action as may be required by the Commission pursuant to subsection 214a (2).
(4) for the purposes of paragraph (3) (b), a person who knew or realized includes any person to cause or commits an act which causes the statement or information becomes false or misleading or materially incomplete.
(5) any person who contravenes subsection (1) or (3) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and also fined not more than three million dollars.
Application money shall be paid into the trust account if the prospectus is not required 215a. (1) any money received from any person in respect of an application which has been approved by the Commission under section 214 and for which a prospectus is not required, shall be paid into a trust account created and stored in a licensed institution by the Publisher for that person until permission for listing or quotation in the official list of a stock exchange or any other Exchange of its kind outside Malaysia provided.
Capital markets and services 315 (2) if the consent referred to in subsection (1) is rejected, the Publisher shall forthwith repay without interest all money referred to in subsection (1) and if the money is not repaid within fourteen days after the producer becomes liable to repay, in addition to the liability of the issuer, the issuer shall be in officer Association and several became liable to repay that money with interest at the rate of ten per cent per annum or at such other rate as may be determined by the Commission with effect from the expiration of that period.
(3) money paid into a trust account under this section shall not be used for payment of debt issuers, or paid or taken in execution under an order or process of any court.
(4) any condition imposed by a publisher who require or bind any person to waive compliance with this section or purporting to do so is void.
(5) the Commission may specify any category applicants who are not subject to this section.
(6) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Chapter 2 acquisition, merger and acquisition forced interpretations of 216. (1) in this Chapter, unless the context otherwise requires — "in relation to", in relation to a corporation, means the contact details according to the meaning given to it in section 6 of the companies Act, 1965;
316 laws of Malaysia Act 671 "specified institution" has the meaning assigned to it in the development financial Institute Act 2002 [Act 618];
"control" means the holding or acquisition, or the right to use or control of usage, voting shares or voting rights of more than thirty three per cent, or such other amount as may be prescribed in the code in a company, however whatsoever undertaken;
"Code" means the Malaysian code on take-overs and mergers made pursuant to section 217;
"experts" includes engineers, assessors, accountants and any others of his profession to give credibility to a statement made by him;
"the offer maker" means a person who makes or proposes to make a take-over offer;
"shareholder" means a holder of shares in the company or unit holders in the entity that determined by the Commission;
"the recipient of the offer" means a company voting shares or rights mengundinya are subject to a take-over offer;
"acquisition" means — (a) any person who takes or intends to take control of a company whether the recruitment is carried out by that person or by an agent; or (b) two or more persons who, acting in concert with each other, taking or proposing to take control in a company, whether the recruitment is carried out by that person or by an agent;
"nearest relative" means mother, father, son, brother, sister, adopted children or stepchildren;
Capital markets and services 317 "the company", in respect of a company acquired, means — (a) a corporation listed on the stock exchange;
(b) a public company as determined by the Commission; or (c) any other entity as may be specified by the Commission;
"shares" except for the purposes of sections 222, 223 and 224, means a share of the non-preference shares, in a company, or a unit in a given entity as determined by the Commission;
"voting share" means a share entitles the shareholder to vote at the general meeting;
"take-over offer" means an offer made to retrieve all or part of the voting shares or voting rights, or any class or classes of voting shares or voting rights in a company, and includes — (a) a transaction of acquisition or merger however whatsoever undertaken which has the effect or potential effect obtain or consolidate control in the company;
(b) a partial offer; or (c) a take-over offer by a holding company of voting shares or voting rights in its subsidiaries.
(2) for the purposes of this Chapter, a reference to "persons acting in concert" shall be construed as a reference to a person who, pursuant to an agreement, arrangement or understanding, cooperate to — (a) acquire in association or separate voting shares of a company for the purpose of getting control of the company; or (b) acting in association or separate for the purposes of exercising control over a company.
318 laws of Malaysia Act 671 (3) without prejudice to the generality of subsection (2), the following shall be considered as persons acting together unless the contrary is proved: (a) a corporation and the Corporation related to the Corporation and its affiliates;
(b) a corporation and any of its directors, or immediate relatives of any of its directors, or husband or wife of any such Director or any relative of such, or any trust in touch;
(c) a corporation and any pension fund established by it;
(d) any person and any investment company, unit trust or other investment managed by that person on the basis of discretion;
(e) a financial adviser and his client that is a corporation if the financial adviser manages on the basis of discretion Fund of the Corporation and have ten percent or more of the voting shares in the Corporation;
(f) a person who owns or controls the twenty per cent or more of the voting shares of a corporation that belong in paragraph (a) and any other immediate relatives, or the husband or wife of that person or any of such relatives, or any trust in touch along with a person or persons belonging to paragraph (a);
(g) partner of a partnership;
(h) an individual and any person who normally act in accordance with the instructions of the individual, and the nearest relatives, a company controlled by, or any trust relation, the individual; and capital markets and services 319 (i) a person, other than a licensed bank or institution specified, which, directly or indirectly, provide for financial or financial assistance, related to the acquisition of voting shares or voting rights, with someone who receives any financial or financial aid that.
(3a) in connection with a take-over offer entities other than the Corporation or public company, the Commission may specify the people who can be regarded as a person acting together.
(4) for the purposes of subsection (2), an agreement, arrangement or understanding means an agreement, arrangement or understanding, whether formal or informal, whether written or oral, whether express or implied or whether or not having the force of law or equity.
(5) for the purposes of paragraph (3) (a), an associated Corporation means a corporation in respect of which not less than twenty percent of the voting shares of the Corporation held by another corporation, the Corporation first referred to by the Corporation other corporation affiliates.
(6) for the purposes of sections 222, 223 and 224 — "shareholders against" includes any shareholders and holders of convertible securities, which have not accepted the offer of acquisition and any shareholders that have failed or refused to make the transfer of shares to an acquisition by acquisition offer;
"convertible securities" means securities such as warrants, options and other securities issued by the recipient deals can be converted to voting shares new receiver deals;
"share" means a share of the vote, in a company, or a unit within the entity that determined by the Commission, and includes convertible securities as if the security is a separate class of securities of a company and any reference to the shareholders, and shares have been allocated, shall be read accordingly.
320 the laws of Malaysia Act 671 Malaysian code on Take-overs, Mergers and Acquisition Forced 217. (1) the Minister may, on the recommendation of the Commission, set a code that shall be published in the Gazette.
(2) the Minister may, from time to time on the recommendation of the Commission, amend any of the provisions of the code and any amendments to the Code shall be published in the Gazette.
(3) of the code shall contain the principles governing take-over offer, merger or acquisition force.
(4) the Commission shall administer the code and can make all things as may be necessary or expedient to give full effect to the provisions of this Chapter and the code and without limiting the generality of the preceding, may — (a) issued an order — (i) to interpret this Term and the code;
(ii) regarding the practice and conduct of people involved in or affected by any merger or acquisition deals, forced recruitment, or in the course of business of any acquisitions, mergers or forced recruitment; and (b) investigate any matter relating to any take-over offer, merger or acquisition forced either potentially or otherwise, and for this purpose, may issue a public statement as may be deemed fit by the Commission thereon.
(5) (struck by A1499 Act).
Compliance with the code, guidelines, practice notes and instructions 218. (1) a person who makes an offer of acquisition shall do so in accordance with the provisions of the code, guidelines, instructions, practice notes and any other instructions issued by the Commission.
Capital markets and services 321 (2) subject to section 219, an acquisition deal had obtained control in a company must make an offer of acquisition of voting shares who live in accordance with the provisions of the code, guidelines, instructions, practice notes and any other instructions issued by the Commission.
(3) subject to section 219, an acquisition that had obtained control cannot obtain any additional voting shares in the company except in accordance with the provisions of the code, guidelines, instructions, practice notes and any other instructions issued by the Commission.
(4) any person who contravenes subsection (1), (2) or (3) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
The power of the Commission to appoint an independent adviser 218a. (1) if the recipient of the offer failed to appoint an independent adviser as required under the code, the Commission may, if the Commission is satisfied that the interest of the shareholders of the recipient of the offer to do so, appoint an independent adviser or other person or group of persons as may be decided by the Commission, to comment, opinion, information and recommendations about the acquisition offer in a non advisory circular.
(2) if the Commission is of the opinion that the whole or any part of the costs and expenses of an independent adviser, a person or group of persons appointed by the Commission under this section should be borne by the recipient of the offer in question, the Commission may, by order in writing, direct the receiver offer to pay an amount is determined, which is the whole or part of such costs and expenses, within the time and in the manner specified.
(3) if the recipient of the offer does not comply with the order of the Commission under subsection (2), the amount specified in the order may be sued against him and recovered by the Commission in a court as a debt due to the Commission.
322 laws of Malaysia Act 671 Power Advisor appointed by the Commission 218b. An advisor or any other person appointed by the Commission under section 218a, shall have all the powers as may be necessary for or in connection with, or incidental to, the performance of its functions.
Prohibition against certain matters by communication advisor and employee 218c. Except for the purpose of enforcing the provisions of this Act, or to the extent required for the purposes of any proceedings, civil or criminal, an independent adviser or any other person appointed by the Commission under section 218a and staff advisors or others cannot deliver any item, which may be known by him in carrying out his duties to any person other than the Commission, or any other person specified by the Commission and , in the case of employees, to any person other than an independent adviser whom he works.
Access to the books, accounts and records, etc.
218d. (1) when requested by the Advisor or any other person appointed by the Commission under section 218a, the recipient of the offer and any Director, Executive Officer or Secretary, employees or agents shall give access to any information, books, accounts and records and any assets held by the recipient of the offer relating to its conduct.
(2) a recipient of the offer and any Director, Executive Officer, Secretary, employees or agents appointed by the recipient of the offer, shall answer all questions related to the preparation of the Advisory Circular submitted to it by the independent advisor free.
Capital markets and services 323 Exemption
219. (1) The Commission may provide an exemption in writing to any person or offer specific acquisitions or to any class, category or description of person or offer specific pengambilahan of the provisions of this Chapter, codes, guidelines, instructions, practice notes and any other instructions issued by the Commission.
(2) any exemption granted under subsection (1) may be subject to any conditions, restrictions or limitations imposed by the Commission.
Action by the Commission in the case of non-compliance with the code, guidelines, instructions, practice notes and instructions 220. (1) Notwithstanding the provisions of subsection 218 (4), if any person who is under an obligation to comply, follow or implement other provisions of this Chapter, codes, guidelines, instructions, practice notes and any other instructions issued by the Commission, in breach or non-compliance, compliance or perform any provision of or direction, the Commission may take one or more of the following actions: (a) order the person who fails to comply with the , follow or enforce any provision of this Chapter, codes, guidelines, instructions, practice notes or such directions;
(b) impose a penalty which correspond to the severity of the breach of the breach in that, but in any event not exceeding one million dollars;
(c) to censure those who breach it;
(d) require a stock exchange or bursa derivatives so as not to give access to the person who broke it, directly or indirectly, to use the stock exchange or the derivatives exchange;
324 laws of Malaysia Act 671 (da) prohibits a person from getting the default access, directly or indirectly, to the capital markets;
(e) if the person who broke it is a corporation listed, require stock exchange — (i) to suspend trading in the securities of the Corporation;
(ii) to suspend the listing of such Corporation; or (iii) to remove such corporation or any class of securities of the Corporation from the official list;
(f) if the default is a corporation that is not listed, require any stock exchange prohibit the listing of any security;
(g) (struck by A1499 Act).
(h) require the person who broke it in order to take such steps as directed by the Commission to meremedi the default or reduce the impact of the breach, including making restitusi to any other person aggrieved by the breach;
(i) if the default is an Advisor, refuse to accept or consider any submission relating to any matter under the Term of that person.
(2) the Commission shall give written notice to the person who defaults on his intention to be taking action under subsection (1) and shall give the person who broke the opportunity to be heard before the Commission taking any action under subsection (1).
(3) the Court may, in the case if the Commission gives a direction under paragraph (1) (a) or (h), when the application is made by the Commission, make an order directing the person who contravenes that conform, follow or implement the provisions of the code, guidelines, instructions, practice notes or instructions.
Capital markets and services 325 (4) for the purposes of paragraph (1) (h), in determining whether or not restitusi to be made by someone who broke it, the Commission shall take into account — (a) profits accruing to those who breach it; or (b) whether one or more has been incurring losses or were otherwise affected by the breach.
(5) If a person fails to comply with penalties imposed by the Commission under paragraph (1) (b), of the penalty imposed by the Commission can be sued and recovered as a civil debt due to the Government of Malaysia.
(6) without prejudice to any other remedies, if a direction under paragraph (1) (h) provides that a person who fails to make a restitusi in the form of the payment of money, and those who default that does not pay the restitusi, the Commission may sue and recover the restitusi as a civil debt due to the person aggrieved by the default.
(7) as far as any amount received under paragraph (1) (h) or subsection (6) cannot be distributed due to difficulties to identify or tell the person aggrieved, the amount shall be — (a) paid to the capital market development fund maintained under part IV; or (b) held by the Commission to finance — (i) the cost to develop and facilitate educational programs for professional and capital market investors; or (ii) the cost of the regulation of the capital market, as determined by the Commission, with the approval of the Minister.
326 laws of Malaysia Act 671 (8) there is nothing in this section shall prevent the Commission from taking any action which the Commission is empowered to take under this Act or any provisions of securities laws against those who breach it.
(8a) where a person fails to comply with any direction issued under subsection (1), the Commission may deprive that person of any capital markets services require a licensed person, the person registered or capital market service providers not to act or continue to act for the person, for such period as may be determined by the Commission.
(9) for the purposes of this section — "breach" means a failure to comply with, follow, or carry out the provisions of this Chapter, codes, guidelines, instructions, practice notes or any direction issued by the Commission, in the circumstances that there is an obligation to do so;
"those who breach" means a person who fails to comply with, follow, or carry out the provisions of this Chapter, codes, guidelines, instructions, practice notes or any direction issued by the Commission, in the circumstances of that person under the obligation to do so.
Documents, information, etc., that is false or misleading 221. (1) where any document or information required to be submitted to the Commission in respect of an offer of an acquisition, merger or acquisition force — (a) a small, maker of offer or the person making the recruitment of forced or execute a merger, officials or its affiliates;
(b) a recipient of an offer, officials or its affiliates;
(c) a financial adviser or expert; or (d) any other person, capital markets and services 327 cannot —
(A) submit or cause to be presented any document or information that is false or misleading;
(B) deliver or cause to be given any document or information from whom there is omission of a material; or (C) engage in conduct he knows as misleading or deceptive or is likely to mislead or deceive.
(2) it shall be a defence to a prosecution or any proceeding for a violation of subsection (1) if it is proved that the defendant, having made enquiries which are reasonable in the circumstances of that, has reasonable grounds to believe, and until the time documents or information is given or its involvement in such behaviour, of course believe that — (a) the document or information that is true and not misleading;
(b) the omission is not material;
(c) there is no material omissions; or (d) the conduct in question is not misleading or deceptive.
(3) any person who contravenes subsection (1) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may also be liable to a fine not exceeding three million dollars.
Forced recruitment of 222. (1) If a manufacturer deals has — (a) make a take-over offer for all shares or all shares in any particular class offer recipients; and 328 laws of Malaysia Act 671 (b) receive acceptance not less than nine per ten shares nominal value made an offer, the manufacturer can offer, within four months from the date of the take-over offer, to acquire the remaining shares or share balance in any particular class of recipients offer, by issuing a notice in such form or manner as may be determined by the Commission for that purpose, to all shareholders against , provided the notice — (A) issued within two months from the date the conditions under paragraph (a) and (b) are met; and (B) accompanied by a copy of the statutory declaration by the manufacturer the offer that the conditions for the giving of the notice have been met.
(1a) for the purposes of paragraph (1) (b), such acceptance does not include shares that have been held at the date of the take-over offer by the manufacturer offer or person acting together.
(2) where a manufacturer deals has given notice to any shareholders against under subsection (1), shareholders oppose it may, on request in writing, within one month from the date of the notice, requiring makers of the offer provide in writing the names and addresses of all shareholders against another as indicated in the register of members, and the makers of the offer only acquire shares shareholders oppose it after fourteen days from the posting name and address to the shareholders against that.
(3) on notice and statutory declaration provided under subsection (1), maker of the offer shall be in accordance with subsection (7) acquire the shares on the terms of the take-over offer or, if the take-over offer consists of two or more sets of alternative terms, the terms set out in the take-over offer as applicable to shareholders oppose it.
(4) any person guilty of an offence if he — (a) send a copy of the notice or statutory declaration under subsection (1) that is not in the prescribed manner; or capital markets and services 329 (b) make a statutory declaration pursuant to subsection (1) or send a statement pursuant to subsection (2), by knowing that the Declaration or statement, as the case may be, are false, or without having reasonable grounds to believe that it is true.
(5) If any person charged with an offence under subsection (4), be a defence for such person to prove that he has taken reasonable steps to ensure compliance with that subsection.
(6) If, during the period in which a take-over offer acceptable, the manufacturer offer acquire or enter into contracts to acquire any shares intended by the take-over offer, other than in accordance with the acceptance of the acquisition offer, then if — (a) the value of the consideration for which the shares are acquired or made a contract for acquired ("consideration of acquisition") did not at that time exceeds the value of the consideration specified in the terms of the takeover bid; or (b) the terms of the acquisition offer was later revised so that when the review was announced the acquisition value of the consideration at the time referred to in paragraph (a) is no longer exceeds the value of the consideration specified in the terms of the offer, the manufacturer shall be deemed, for the purposes of this section, as has acquired or enter into contracts to acquire shares in accordance with the acceptance of the acquisition offer but in relation to any other matters the share shall be deemed to exclude the shares intended by the take-over offer.
(7) subject to section 224, if a notice has been given by the manufacturer of the offer under subsection (1), maker of the offer shall, after the expiration of one month from the date the notice is given, or if subsection (2) applies after fourteen days from the date the statement was mailed to the shareholders oppose — (a) send a copy of the notice to the recipient of the offer together with an instrument of transfer executed on behalf of all shareholders against the deal by the manufacturer; and 330 laws of Malaysia Act 671 (b) pay, assign or transfer the amount or other replies to the recipient the offer for shares intended by the notice, and the recipient of the offer shall thereupon register the makers the offer as the shareholder.
(8) any sum received by the recipient of the offer under this section shall be paid into a separate bank account, and any amount of money and any other replies received such shall be held by the recipient of the offer in trust for the person entitled to the share which amount of money or other consideration is received.
(9) where any consideration other than cash is held in trust by a company for any person under this section, it may, after the expiration of ten years from the date the consideration payable, assigned or transferred to it, transfer the reply to the Minister.
(10) the Minister shall sell or dispose of any consideration received under subsection (9) in such manner as it thinks fit and shall manage the disposal or sale proceeds as if it was money paid to him according to the law relating to unclaimed money.
Minority shareholder rights 223. (1) subject to section 224, if a take-over offer in respect of all shares or all shares in any of the classes of recipients of an offer and, at any time before the conclusion of the period in which the acquisition offer acceptable — (a) the maker of the offer has, in accordance with the acceptance of the acquisition offer, obtain some (but not all) shares the acquisition deals related to it or share any class intended by the acquisition offer; and capital markets and services 331 (b) share of it, with or without any other shares or any other class of shares that intended by the take-over offer, as the case may be, a maker of deals or person acting together that have earned the amount of not less than nine per ten value of all shares of the recipient of the offer or of the recipient class offer , the holder of any shares or any class of shares of the take-over offer intended by may, by notice to the maker of the offer, requires it so that acquire shares it, and maker of the offer was bound to acquire shares i tu on the take-over offer terms or any other terms as agreed.
(2) within one month from the time specified in subsection (1), maker of the offer shall give to any shareholder who does not accept the acquisition offer, notice in such manner as determined by the Commission on the rights that can be carried out by him under subsection (1) and, if notice is given before the period referred to in subsection (1), the notice shall specify that the take-over offer still open to acceptance.
(3) the notice under subsection (2) may determine a period for the exercise of rights conferred by this section and in the case that that right could not be carried out after the end of such period; but such period shall not be ended less than three months after the end of the period in which the acquisition offer is acceptable.
(4) subsection (2) shall not apply if the makers of the offer gave shareholders the notice in respect of the relevant share under subsection 222 (1).
(5) any person who contravenes subsection (2) commits an offence.
332 laws of Malaysia Act 671 application to the Court of 224. (1) where a notice given under subsection 222 (1), the Court may, on application made by any shareholders against within one month from the date of the notice given — (a) order that the makers of the offer was not entitled to and shall not be bound to acquire shares it; or (b) determine the terms of the acquisition that differ from the terms of the take-over offer.
(2) If an application to the Court is pending at the end of the period referred to in subsection 222 (2), that subsection shall not have effect until the application has been completed.
(3) when the holder of any shares exercise of its rights under subsection 223 (1), the Court may, on application made by the shareholders or the offer maker, ordered that the terms with which the makers of the offer shall acquire shares shall be as the Court may think fit.
(4) no order for costs may be made against a shareholder who makes an application under subsection (1) or (3) unless the Court is of the opinion that — (a) the application is unnecessary, inappropriate or inconvenient; or (b) there was unreasonable delay in making the application or unreasonable conduct on the part of shareholders in conducting proceedings on the application.
(5) subject to subsection (6), the Court may, on an application made by a maker of deals do not get acceptance to the extent necessary to grant the rights to it to give notice under subsection 222 (1), make an order assigning powers to the maker of the offer to give notice under subsection 222 (1).
Capital markets and services 333 (6) the Court can only give the order under subsection (5) on being satisfied that — (a) the failure of the manufacturer the offer to get such acceptance is due to programs for detecting one or more persons hold shares intended by the takeover offer after making reasonable investigation;
(b) shares have been acquired or made a contract for acquired by the makers of the offer pursuant to the take-over offer acceptance, along with shares held by the person referred to in paragraph (a), is not less than the minimum amount determined in subsection 222 (1); and (c) the consideration offered is fit and reasonable: provided that the Court may not make such an order unless the Court is of the opinion that it is fair and equitable to do so having regard, in particular, the number of shareholders was detected but does not accept the acquisition offer.
Disapplication of section 180 of the companies Act 1965 225. The provisions of section 180 of the companies Act, 1965 shall not apply in respect of the acquisition offer for which subsection 222 (1) apply.
Chapter 3 the prospectus Interpretation 226. In this Session, Chapter 4 and 5, unless the context otherwise requires — "approved auditor" means a person approved by the Minister under subsection 8 (2) of the companies Act 1965 as an auditor of the company and that his approval is not cancelled;
334 laws of Malaysia Act 671 "exceptional invitation" or "exceptional offer" means an offer or invitation specified in table 6 or prescribed by the Minister as an invitation or offer exceptions to the exception under paragraph 229 (1) (b);
"Organizer" means — (a) in relation to a prospectus issued by or in relation to a corporation, the organizer of the Corporation;
(b) in relation to a prospectus in respect of the Fund or scheme is determined, organizers of such schemes; or (c) in relation to a prospectus in any other case, a,
who is a party in the preparation of the prospectus or any part thereof that are related, but does not include any person who acts only on his professional nature;
"prospectus" means a notice, circular, advertisement or document which invites the application or offer to subscribe for or purchase securities, or offer any securities for subscription or purchase and, unless expressly specified, including a supplementary prospectus, prospectus, a prospectus replacement savings, short prospectus, prospectus, statement of additional profile and simplified prospectus;
"the initial prospectus" means any document which aims to help a person publishers set the price in respect of a proposed issue, an offer for subscription or purchase of, or an invitation to subscribe for or purchase, securities or for determining the final content of a prospectus;
"savings prospectus" means a prospectus issued under the registration scheme savings;
"additional savings prospectus" means a document which provides material information necessary for updating information in the prospectus savings following the registration of the prospectus that store;
Capital markets and services 335 "registration savings scheme" means a scheme applicable for the purposes of any issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities by an issuer pursuant to a prospectus and a prospectus extra savings;
"exceptional issue" means an issue which is specified in table 7 or prescribed by the Minister as an exceptional issue under paragraph 230 (1) (b).
Invitation 227. In this section, a reference to an invitation includes a reference to an invitation to participate in the tender or application.
Offer for subscription or purchase of 228. For the purposes of this Chapter and Chapter 5, the expression "offer for subscription or purchase" or "make an invitation to subscribe for or purchase", in relation to units of a unit trust scheme or scheme is determined, as the case may be, including making the units available.
Offer and request for exception to 229. (1) an offer for subscription or purchase of, or an invitation to subscribe for or purchase, securities is an exceptional offer or invitation exception if — (a) an offer or invitation that specified in Schedule 6; or (b) an offer or invitation is made to a person or class of persons, or made in respect of a security or class of securities, as may be prescribed by the Minister, on the recommendation of the Commission, by order published in the Gazette, as an offer or a request for an exception exception.
336 laws of Malaysia Act 671 (2) Schedule 6 or a determination made under paragraph (1) (b) may determine the provisions of this Act shall not apply to an exempt offer or invitation exception.
(3) an information memorandum published by the person or his agent purporting to describe the business and Affairs of the person in respect of — (a) any exception to offer or request for exception specified in Schedule 6; or (b) any offer or invitation made to a person or class of persons or any offer or invitation in connection with securities or securities class prescribed under paragraph (1) (b), shall be deemed to be a prospectus as far as the memorandum with respect to the liability of such person or his agent for any statement or information that is false or misleading or from whom there is omission of a material.
(4) any person who published the information memorandum referred to in subsection (3) shall deposit a copy of the information memorandum with the Commission within seven days after the information memorandum is first published.
(5) Paragraph 17 of Schedule 6 shall not apply to any security or class of securities of any private company or private company class as may be prescribed by the Minister, on the recommendation of the Commission, by order published in the Gazette.
Exceptional issue 230. (1) an issuance of securities is an exceptional issue if — (a) the issues specified in table 7; or (b) issue is made to a person or class of persons, or made in respect of securities or classes of securities, prescribed by the Minister, on the recommendation of the Commission, by order published in the Gazette.
Capital markets and services 337 (2) table 7 or a determination made under paragraph (1) (b) may determine the provisions of this Act shall not apply to an issue of exception.
(3) an information memorandum published by the person or his agent purporting to describe the business and Affairs of the person in respect of — (a) any issue of the exception set out in table 7; or (b) any issuance of securities made to someone or in connection with securities or securities class prescribed under paragraph (1) (b), shall be deemed to be a prospectus as far as the memorandum with respect to the liability of such person or his agent for any statement or information that is false or misleading or from whom there is omission of a material.
(4) any person who published the information memorandum referred to in subsection (3) shall deposit a copy of the information memorandum with the Commission within seven days after the information memorandum is first published.
(5) Paragraph 17 of Schedule 7 shall not apply to any security or class of securities of any private company or private company class as may be prescribed by the Minister, on the recommendation of the Commission, by order published in the Gazette.
231 exemption. The provisions of this Chapter as determined in table 6 or 7 or as may be prescribed by the Minister pursuant to paragraph 229 (1) (b) or 230 (1) (b) shall not apply to — (a) an exempt offer;
(b) a request for exception; or (c) an exceptional issue.
338 laws of Malaysia Act 671 (2) the provisions of this section do not apply to the making available, offer for subscription or purchase of, or invitation to subscribe for or purchase, shares in or debentures of any unlisted recreational clubs.
The requirements of registering the prospectus relating to the securities
232. (1) One cannot publish, offer for subscription or purchase, make an invitation to subscribe for or purchase, securities or in the case of an initial listing of securities, make an application to the securities quotation on the stock market of a stock exchange unless — (a) a prospectus relating to the securities has been registered by the Commission under section 233; and (b) the prospectus complies with the requirements or provisions of this Act.
(2) unless authorized in writing by the Commission, one cannot produce, circulate or distribute any application for securities unless the form is accompanied by a copy of the prospectus has been registered by the Commission under section 233.
(3) one cannot produce, circulate or distribute any application for securities of a corporation that has not been established or the Fund or investment scheme set that has not been established.
(4) the Commission may publish a prospectus for public information can express which has been submitted to the Commission before the registration of the prospectus under section 233.
(5) Publication under subsection (4) does not imply the Commission recommend securities i tu or take responsibility for the accuracy of any statement made or opinion or report described in the prospectus can express that.
(6) for the purposes of this section, a "prospectus can express" refers to the prospectus that has been submitted under section 233 and which has not been registered by the Commission.
Capital markets and services 339 (7) any person who contravenes subsection (1), (2) or (3) commits an offence and shall, on conviction, to a fine not exceeding ten million ringgit or to imprisonment for a term not exceeding ten years or both.
Registration of prospectus 233. (1) the Commission shall refuse to register a prospectus if — (a) the Commission is of the view that the prospectus fails to comply with any provision of this Act;
(b) issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities in connection with the prospectus fails to comply with any other provisions of this Act;
(c) the Commission is of the view that the prospectus contains any statement or information that is false or misleading or that the prospectus contains any statement or information from whom there is omission of a material;
(d) the issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities intended by the prospectus — (i) require the Commission's approval under section 214 and applicable approval has not been granted; or (ii) fails to comply with any term or condition imposed under section 214;
(e) in relation to the Fund or scheme is determined, there is failure to comply with any term or condition relating to the approval of a management company or trustees; or 340 laws of Malaysia Act 671 (f) the Commission is of the opinion that Publisher has violated any of the provisions of the securities laws or the companies Act 1965 and that the infringement will give rise to doubts as to whether the publishers of a fit and proper person to publish, offer for subscription or purchase of, or invitation to subscribe for or purchase, any securities.
(2) no prospectus can be registered unless the prospectus submitted to the Commission together with — (a) a written application for registration;
(b) copies of all agreements required under subsection 244 (1) from any person named in the prospectus as making statements included in the prospectus or upon which a statement made in the prospectus was founded;
(c) copies of all material contracts referred to in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full details about it, which is verified in accordance with any requirements specified by the Commission; and (d) all information or documents as may be required by the Commission.
(3) a producer shall cause a copy of — (a) any consent required under subsection 244 (1) in relation to the issuance of the prospectus; and (b) every contract or document of a material referred to in the prospectus, so deposited — (A) at the registered office of the Publisher in Malaysia, and if the Publisher does not have a registered office in Malaysia, at the address stated in the prospectus for that purpose; and capital markets and services 341 (B) in the case of a unit trust or investment scheme is determined, at the registered office of the issuer and the trustee in Malaysia, at the address stated in the prospectus for the purpose, within three days after the registration of the prospectus and shall keep each copy of that, for such period as may be determined by the Commission, for inspection by any person without payment.
The requirements of the lodge prospectus with the Registrar of 234. A person of the issuer shall cause a copy of the prospectus registered by the Commission under this Act and a copy of the application form accompanying the prospectus with — (a) in respect of securities in addition to unit trust schemes or investment scheme set, lodged with the Registrar;
(b) in relation to the Fund or scheme is determined, lodged with the Commission, before the date of the publication of the prospectus.
Contents of prospectus 235. (1) without prejudice to section 236, a prospectus — (a) shall be the date are dated and shall, unless the contrary is proved, is calculated as the date of the issue of the prospectus;
(b) shall state that — (i) the prospectus has been registered by the Commission;
(ii) in respect of securities in addition to unit trust schemes or investment scheme set, a copy of the prospectus has been lodged with the Registrar and in respect of the Fund or scheme is determined, a copy of the prospectus has been lodged with the Commission; and 342 laws of Malaysia Act 671 (iii) registration of prospectus shall not be considered as indicating that the Commission recommend the securities or accept responsibility for the accuracy of any statements made or opinions or reports as specified in the prospectus;
(c) shall contain a statement that no securities assigned or published pursuant to the prospectus after a period as determined by the Commission from the date of the issue of the prospectus;
(d) shall, if the prospectus contains any statement made by an expert or contains what purports to be a copy of or extract from a report, memorandum or an expert assessment, stating the date of that statement, report, memorandum or the assessment made and whether or not the statement, report, memorandum or the assessment provided by the experts to be included in the prospectus;
(e) may not contain the name of any person named in the prospectus as make a statement — (i) included in the prospectus; or (ii) that a statement made in the prospectus was founded, unless the requirements of section 244 (1) are met; and (f) shall state any information, matter or report as may be determined by the Commission.
(2) a condition requiring or binding an applicant securities so waive compliance with any requirement of this section or section 236, or purporting to give him notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
Capital markets and services 343 (3) Notwithstanding the provisions of this Chapter, the Commission may, either upon written request of any person referred to in section 232 or on pleasure yourself, make an order that release such person from or to approve any changes to the requirements of this Act relating to the form and content of a prospectus.
(4) in making an order under subsection (3), the Commission may impose such terms and conditions as it thinks fit.
(5) the Commission shall not make an order under subsection (3) unless the Commission is satisfied that — (a) compliance with the requirements of this Act are not necessary to protect the person who is usually expected that dealing in securities, which are persons who are reasonably expected to understand the risks involved; or (b) compliance with the requirements of this Act will impose unreasonable load on the Publisher.
(6) a prospectus shall be dis ifatkan in compliance with all the requirements of this Act relating to the form and content of a prospectus if the prospectus is published in compliance with an order made under subsection (3).
(7) where a prospectus in relation to any securities issued and prospectus that does not comply with the requirements of this section, the issuer and each Director a Publisher at the time the prospectus publication commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
(8) any person who contravenes any of the terms or conditions imposed by the Commission under subsection (4) commits an offence.
344 laws of Malaysia Act 671 general responsibilities of disclosure in the prospectus 236. (1) for the purposes of determining whether a prospectus contains any statement or information that is false or misleading or that of which there is a material omission under subsection 246 (1) or 248 (1), shall be taken into account whether the prospectus contains all information reasonably required, and reasonably expected to be found in the prospectus, by investors and their professional advisers, for the purpose of making an assessment based on the information on — (a) the assets and liabilities , financial position, profits and losses and prospects of the issuer and, in the case of the unit trust or investment scheme is determined, such schemes;
(b) the right conferred by the securities; and (c) the merits of investing in the Securities and extent of the risks involved in doing so.
(2) information that reasonably diper lukan and reasonably expected to be found in the prospectus by investors and their professional advisers under subsection (1) is the information — (a) is known by all or any of the following person: (i) a person who is a Director of the issuer at the time the prospectus was published;
(ii) a person who agrees or causes himself named and named in the prospectus as a Director or as a person who agreed to become a Director, either immediately or after a lag time;
(iii) an organiser;
(iv) Principal Adviser in relation to an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
Capital markets and services 345 (v) a person named in the prospectus, with consent as had made a statement included in the prospectus or upon which a statement made in the prospectus was founded;
(vi) any person named in the prospectus, with consent as a stockbroker, brokers or Underwriters share, as the case may be, in relation to an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(vii) any person named in the prospectus, with consent as an auditor, banker or solicitor in respect of an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(viii) any person named in the prospectus, with consent as has implemented or is implementing any functionality of a professional advisor or on other properties not mentioned in paragraph (iv), (v), (vi) or (vii) in relation to an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities; or (b) which can be obtained by any person referred to in paragraph (2) (a) by making any inquiries that are reasonable in the circumstances of that.
(3) without prejudice to the generality of subsection (1) or (2), in determining the information that is required to be included in a prospectus under this section, shall be taken into account — (a) the type of — (i) the securities;
(ii) managing the securities issuer; and (iii) of the unit trust or specified investment schemes;
346 laws of Malaysia Act 671 (b) those who might consider to acquire the securities;
(c) the fact that certain matters reasonably expected known to any professional advisor who is reasonably expected to be dirundingi by the investors referred to in subsection 236 (1); and
(d) whether the person to whom an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities will be made is the holder of securities in the Corporation, or holders of units in the unit trust or investment scheme is set, and if they are the holder, to the extent (if any) relevant information was given to them by the producer under any law or any of the requirements of the rules of a stock exchange , if applicable, or otherwise.
Simplified prospectus for the rights issue that can be dropped 237. (1) a corporation or unit trust schemes cannot publish, offer for subscription or purchase, or issue an invitation to subscribe for or purchase, securities in a rights issue that could release a favorable review to anyone other than members or debenture holders of the Corporation or existing unitholders of the unit trust scheme and in respect of which an application has been made or will be made to obtain permission for dealing or quoting of the securities on a stock market of a stock exchange unless a brief prospectus registered by the Commission.
(2) any brief prospectus registered pursuant to subsection (1) shall contain such particulars or information as may be determined by the Commission.
(3) no nothing in this section shall be construed as preventing a full prospectus from registered containing the particulars specified by the Commission with respect to the full prospectus in respect of an issue, an offer or invitation referred to in subsection (1).
Capital markets and services additional or replacement Prospectus 347 238. (1) this section shall apply — (a) in the case of a unit trust or investment scheme is determined, if a prospectus has been registered; or (b) in any other case, if a prospectus has been registered but before the securities issued, and if the publishers are aware that — (A) a matter has arisen and information relating to the matter to be required by — (i) section 235 or 236;
(ii) any requirement under this Act;
(iii) any guidelines issued by the Commission; or (iv) any listing requirements of a stock exchange, to disclosed in the prospectus in the event the matter arise in the prospectus is available;
(B) there is a significant change that touched a matter disclosed in the prospectus;
(C) the prospectus contains a statement or material information that is false or misleading; or (D) the prospectus contains a statement or information from whom there is omission of a material.
(2) as soon as practicable after becoming aware of the matter referred to in subsection (1), the Publisher shall submit an additional or replacement prospectus prospectus, as the case may be, to the Commission for registration.
348 laws of Malaysia Act 671 (3) the producer shall lodge a supplementary prospectus or prospectus replacement, as the case may be — (a) in relation to securities other than a unit trust or investment scheme is determined, with the Registrar as soon as registered by the Commission; and (b) in relation to a unit trust or investment scheme is determined, with the Commission as soon as registered by the Commission.
(4) Subsection (1) shall apply in respect of matters contained in a prospectus or a prospectus replacement, as the case may be, registered earlier under this section in respect of the securities concerned.
(5) on each of the pages of a supplementary prospectus, shall be a clear statement in bold typed stating that the document is a supplementary prospectus should be read in conjunction with the original prospectus if the prospectus and other additional has been published in relation to the original prospectus, both the original prospectus and prospectus supplement it.
(6) at the beginning of a replacement prospectus, shall be a clear statement in bold typed stating that the document is a replacement prospectus, a prospectus and identify replace.
(7) a prospectus supplement shall be calculated as part of prospectus meant by it and the provisions of this Act and any other law relating to obligations in respect of statements and omissions in the prospectus or otherwise in connection with the prospectus shall apply to such additional prospectus and shall have effect accordingly.
(8) a replacement prospectus shall be deemed to replace the previous prospectus registered under section 233.
(9) If a supplementary prospectus has been registered by the Commission, every copy of the original prospectus issued after registration of the prospectus in addition shall be accompanied with a copy of the prospectus supplement it.
Capital markets and services 349 (10) Notwithstanding the provisions of this section, the Commission may, at the written request of any Publisher or for his own pleasure, make an order that release any person of, or approval of any changes to the requirements of this section.
(11) in making an order under this section, the Commission may impose such terms and conditions as it deems fit by it.
(12) the Commission shall not make an order under subsection (10) unless the Commission is satisfied that — (a) compliance with the requirements of this Act are not necessary to protect the person who is usually expected of dealing in securities that, i.e. a person who is reasonably expected to understand the risks involved; or (b) compliance with the requirements of this Act will impose unreasonable load on the Publisher.
(13) any person who contravenes subsection (2), (3), (5), (6) or (9) commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
(14) any person who contravenes any of the terms or conditions as may be imposed by the Commission under subsection (11) commits an offence.
Effect of registration of the prospectus supplement or replacement of 239. (1) this section shall apply — (a) If a person ("the applicant") seeking publication, subscription or purchase, any securities pursuant to a prospectus and — (i) in the case of a unit trust or investment scheme is determined, before the issue of the unit or transfer of units from company management or trustee to the applicants; or
(ii) in any other case, before the securities issued; and 350 laws of Malaysia Act 671 (b) publishers submit submit to the Commission for registration of a prospectus supplement or replacement, as the case may be, relating to the prospectus.
(2) as soon as reasonably practicable after registration of the prospectus supplement or replacement, as the case may be, by the Commission, the Publisher shall be — (a) provide to the applicant a written notice or any other notice as may be determined by the Commission — (i) advise the applicant that an additional or replacement prospectus has been registered by the Commission;
(ii) provide an opportunity to the applicant to withdraw the application not less than fourteen days from the date of receipt of the notice; and (b) ensure that notice in writing referred to in paragraph (2) (a) accompanied by a copy of the prospectus supplement or replacement, as the case may be.
(3) if the applicant withdraws its application pursuant to subparagraph (2) (a) (ii), the issuer shall pay forthwith to the applicant any moneys paid by the applicant to the Publisher for the application.
(4) Notwithstanding any other provisions of this section, the Commission may, at the written request of any Publisher or for his own pleasure, make an order that release any person from, or approve any changes, to the requirements of this section.
(5) in making an order under this section, the Commission may impose such terms and conditions as it thinks fit.
Capital markets and services 351 (6) the Commission shall not make an order under subsection (4) unless the Commission is satisfied that — (a) compliance with the requirements of this Act are not necessary to protect the person who is usually expected of dealing in securities that, i.e. a person who is reasonably expected to understand the risks involved; or (b) compliance with the requirements of this Act will impose unreasonable load on the Publisher.
(7) any person who contravenes subsection (2) or (3) commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
(8) any person who contravenes any of the terms or conditions imposed by the Commission under subsection (5) commits an offence.
Regulations for the storage, prospectus prospectus extra savings, short prospectus, the statement profile, etc.
240. (1) Notwithstanding the provisions of section 235 and 236, one can publish, offer for subscription or purchase, or make an invitation to subscribe for or purchase securities if, at the time of issue, offer or request for the time being in force — (a) a prospectus that storage is updated by a prospectus extra savings;
(b) a short prospectus; or (c) a statement profile, in relation to all matters provided for by the Commission, with the approval of the Minister, by regulations made under this Act in respect of a prospectus, prospectus additional savings, short prospectus or profile statement, as the case may be.
352 laws of Malaysia Act 671 (2) regulations referred to under subsection (1) may be set aside for, but not limited to, the following: (a) a prospectus of the savings, including prospectus extra savings;
(b) a short prospectus;
(c) a statement profile;
(d) the period in which a person is allowed to publish, offer for subscription or purchase, or make an invitation to subscribe for or purchase, securities based on a prospectus that storage, updated by a prospectus extra savings, short prospectus or profile statement, as the case may be;
(e) the form and content of a prospectus referred to in paragraph (a), (b) or (c);
(f) a person or class of persons to whom any prospectus referred to in paragraph (a), (b) or (c) applies; or (g) securities or classes of securities for which any prospectus referred to in paragraph (a), (b) or (c) apply.
(3) if the Commission make regulations under subsection (1) in respect of a prospectus, prospectus additional savings, short prospectus or statement profile, provisions of this Act and any other law relating to obligations in respect of the statement or omission in the prospectus or otherwise relating to the prospectus shall apply to the prospectus, the prospectus additional savings, short prospectus or profile statement, as the case may be , and shall have effect accordingly.
Capital markets and services advertising Restrictions 353 241. (1) one cannot publish a notice that — (a) publish, offer for subscription or purchase, or make an invitation to subscribe for or purchase, securities; or (b) mention, either directly or indirectly, of — (i) a prospectus in respect of securities of a corporation;
(ii) in the case of a unit trust or investment scheme is determined, a prospectus in respect of any of the units of the Fund or scheme is determined, as the case may be;
(iii) an issue, the proposed issue, offer, proposed an offer, invitation or proposal invitation with respect to securities; or (iv) a notice other refers to a prospectus in respect of an issue, the proposed issue, offer, proposed an offer, invitation or proposal invitation with respect to security.
(2) subsection (1) shall apply to any notice referred it issued in respect of the securities of a corporation that has not been established or the Fund or investment scheme set that has not been established.
(3) subsection (1) shall not apply to — (a) any notice referred to in subsection (4) or (5);
(b) any preliminary prospectus referred to in subsection (6);
354 laws of Malaysia Act 671 (c) any report referred to in subsection (7);
(d) any notice or report as may be determined by the Commission; or (e) any publication of a prospectus can register referred to in section 232.
(4) subsection (1) shall not apply to the notice issued or published before the registration of a prospectus — (a) with the agreement of the Commission and subject to such terms and conditions as may be imposed by it; and (b) which does not contain any information or matter other than the following: (i) the name of the issuer of the securities;
(ii) in the case of a unit trust or investment scheme is set, the name of the unit trust or investment schemes set it, and the name of the trustee and management company in respect of the Fund or scheme is set, as the case may be;
(iii) a statement simple and compact about the general nature of the business or undertaking or proposed arrangement or undertaking major publishers thereof;
(iv) the name, address and, if applicable, employment Director or proposed Director;
(v) the name and address of stock brokering, brokering share, underwriters and principal adviser in relation to that issue, the proposed offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(vi) in the case of debentures, the name and address of the trustee for holders of debentures;
Capital markets and services 355 (vii) a brief description of the status of the listing Corporation, unit trust or investment scheme set on any stock exchange or other Exchange of its kind outside Malaysia, or a statement which means to apply for permission to list the Corporation, unit trust or investment scheme set on any stock exchange or other Exchange of its kind outside Malaysia but no assurance has been given that the Corporation , unit trust schemes or specified investment scheme, as the case may be, will be listed;
(viii) the fact that a prospectus is being prepared and that an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities is proposed, together with a brief indication of the nature and the number of securities and the expected time for publishing the prospectus;
(ix) in the case of a unit trust or investment scheme is determined, a description of the person from whom the units it is possible to purchase or subscribe; and (x) any information or other matters as determined by the Commission in writing.
(5) subsection (1) shall not apply to a notice issued or published after registration of a prospectus which — (a) state that a prospectus in relation to any registered securities;
(b) determine the date of the prospectus;
(c) specify where a copy of the prospectus is available;
356 laws of Malaysia Act 671 (d) says that any issuance of securities intended by the prospectus will only be made on receipt of the application form referred to in and accompanying a copy of the prospectus; and (e) specify any information or other matters as determined by the Commission in writing.
(6) subsection (1) shall not apply for a preliminary prospectus if the following requirements are met: (a) a copy of the preliminary prospectus sent submit to the Commission before its release;
(b) the initial prospectus is issued to any person referred to in paragraph (1), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (22), (23), (24), (25), (26) or (27) table 6 or to any person or any class or class of persons or with respect to any securities or any class or category of securities permitted by the Commission in writing;
(c) the initial prospectus contain on the face before him a conspicuous notice that — (i) it is not a prospectus;
(ii) no issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities intended by the initial prospectus is to be made; and (iii) no agreement to subscribe for securities, intended by the initial prospectus will be made between publishers with the recipient of the initial prospectus;
(d) the initial prospectus does not contain, associated with or accompanied by any form of application that can facilitate the publication, the offering for subscription or purchase, or the making of an invitation to subscribe for or purchase, securities intended by the initial receipt of the prospectus or the issue, offer or the offer of such;
Capital markets and services 357 (e) a person to whom a copy of the preliminary prospectus is issued may not distribute copies of it to any other person;
(f) securities can only be issued on the basis of a prospectus registered accordingly by the Commission under this Act; and (g) If a registered prospectus in respect of securities which are intended by the initial prospectus is different from the initial prospectus materially, notice of the difference shall be granted to the recipient of the initial prospectus and a copy of the notice shall be dihantarserahkan to the Commission: provided that the Commission may, either on his own or his will on written application by an issuer, make an order approving any changes to the requirements of this subsection.
(7) subsection (1) shall not apply to the production or publication of all or any of the following reports: (a) a report with respect to the Affairs of a corporation, unit trust or investment scheme set, listed on a stock exchange or which was broadcast only to the stock exchange by or on behalf of the Corporation, unit trust or investment schemes set out, as the case may be;
(b) a report on the whole or part of the proceedings of a general meeting of a body corporate or a meeting of unitholders of the unit trust or investment scheme set if body corporate, unit trust or specified investment schemes included in the official list of a stock exchange and the report does not contain any matter except as laid before the meeting;
358 laws of Malaysia Act 671 (c) a report which is a news report or actual reviews, published by someone in the press or periodicals or by broadcasting or television broadcast, in relation to — (i) a registered prospectus or information contained in the prospectus; or (ii) a report referred to in paragraph (a) or (b) If no person whatsoever from the following person to receive or become entitled to receive any replies or other benefits from persons having an interest in the success of the issuance of securities is meant by the report or the reviews as the urge to publish, or as a result of the publication of reports or reviews that: (A) the person making the report or the reviews;
(B) an agent or employee of the person making the report or the reviews;
(C) if the report or the reviews published in newspapers or periodicals, publishers of newspapers or periodicals that; or (D) if the reports or reviews that aired over the broadcast or television broadcast, the licensee broadcast or television through it reports or the reviews published.
(8) q u a t u n o t i s y a n g e l i n k u a r k a n a t o d i s i a r k a n under subsection (4) or (5), an initial prospectus published under subsection (6) or a report issued or published under subsection (7) does not constitute a prospectus.
(9) no anything in this section that could limit or reduce the liability incurred by the person under any other law.
Capital markets and services 359 (10) If the Commission finds that a notice, an initial prospectus or report referred to in this section — (a) contravenes subsection (1);
(b) contain a statement or information that is false or misleading;
(c) contain a statement or information from whom there is an omission of material; or (d) contain a material misstatement, the Commission may by order in writing served on the person posting or notice, the initial prospectus or the report — (A) direct the person so stop from removing or posting the notice, the initial prospectus or the report; or (B) direct the person to take any other action as specified in the order.
(11) in this section, "notice" includes any notice published in a document, newspaper or periodicals or any other instrumentality thereof or by any other means which is capable of suggesting words and ideas.
(12) a person who — (a) remove or publish a notice in violation of subsection (1), (4) or (5);
(b) issue a preliminary prospectus who contravenes subsection (6); or (c) remove or publish a report in violation of subsection (7), commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
360 laws of Malaysia Act 671 Documents containing the offer of securities purchases deemed prospectus 242. (1) subject to subsection (3), if a Publisher assign or publish or consent to assign or publish to any person any securities with the intention that all or any of them offered for the purchase of — (a) any document that the tender for the purchase is made shall, for all purposes, be deemed to be a prospectus issued by the issuer; and (b) all laws regulating the content of prospectus and that provides for liability in respect of the statements and omissions in the prospectus, or otherwise relating to prospectuses, shall apply and have effect accordingly as if the person who accepted the offer in respect of any securities is the Securities customers.
(2) no nothing in subsection (1) affects the liability of the person in the tender for the purchase is made in respect of a statement in, or omission in the document, the tender for the purchase is made or otherwise.
(3) subsection (1) shall not apply in relation to an offer for the purchase or invitation to buy securities if an offer or invitation is made in the ordinary course of trade on the stock market of a stock exchange.
(4) for the purposes of this Act, unless the contrary is proved, shall be evidence that an allocation or publication, or an agreement to assign or publish, any securities made with the intention that the securities are offered for purchase if indicated that — (a) an offer of securities for purchase made within such period as may be determined by the Commission under paragraph 235 (1) (c) after the earmarking or publication or agreement to assign or publish it; or (b) at the date of the offer is made, the entire consideration that should be received by the Publisher in respect of securities that are not accepted as such.
Capital markets and services 361 (5) the requirements of this Term on the prospectus shall have effect as if the person making the offer is intended by this section is a person named in a prospectus as directors of someone the Publisher.
(6) in addition to the compliance with the requirements of this Chapter, other documents through it in the tender for purchase shall state — (a) the net amount of the consideration received or to be received by the Publisher in respect of securities which are intended by the offer; and (b) the place and time of a copy of the contract that have or will be assigned or published may be inspected.
(7) If an offer is intended by this section to be made by a corporation or firm, the documents in the tender for the purchase is made shall be — (a) in the case of a corporation, signed on behalf of the Corporation by two directors of the Corporation; and (b) in the case of a firm, signed by not less than half of the members of the firm, and any Director or member may authorise his agent in writing to sign on his behalf.
(8) for the purposes of this section, an invitation to make an offer to buy securities shall be deemed to be an offer for the purchase of such securities, and any person making an offer pursuant to the offer shall be deemed to be a person who accepted the offer for the purchase of the securities.
(9) the provisions of this section shall not apply to an offer to purchase which is an exceptional, exceptional offer invitation or issue an exception.
362 the laws of Malaysia Act 671 earmarking of securities if the prospectus indicates that an application for permission to listing on the stock exchange has made 243. (1) If a prospectus stating or indicating that an application has been or will be made to obtain permission for the securities being offered for listed for quoted in the official list of a stock exchange or other Exchange of its kind outside Malaysia, any allocation made upon an application to subscribe for securities pursuant to the prospectus shall, subject to subsection (3), whenever made, be void if — (a) the authorization is not requested by the form required by the stock exchanges at the time before the third day the Exchange opened after the date of issue of the prospectus; or
(b) the authorization is not provided before the expiry of six weeks from the date of issuance of the prospectus or any longer period as may be determined by the Commission, provided that the applicant is notified by or on behalf of the exchanges within six weeks or any longer period as may be determined by the Commission.
(2) where permission has not been applied, or is not provided by the Exchange referred to in subsection (1), the issuer shall, subject to subsection (3), immediately repay without interest all moneys received from the applicant in accordance with the prospectus, and if any money is not repaid within fourteen days after the producer becomes liable to pay him back, then, in addition to the liability of the Publisher the Publisher, officers shall be liable in association and several to repay that money with interest at the rate of ten per cent per annum or at such other rate as may be prescribed by the Commission from the expiration of such period.
Capital markets and services 363 (3) where in respect of any securities — (a) the authorization is not requested as specified in paragraph (1) (a); or (b) the permission is not granted as determined in paragraph (1) (b), the Commission may, on the application of the issuer, by order published in the Gazette, before the securities allocated, purporting to exclude the securities allocation from the effect of subsection (1) or (2).
(4) an officer of the issuer is not liable as such under subsection (2) if he proves that the default in the repayment of the money is not due to any misconduct or negligence on his part.
(5) any condition requiring or binding an applicant for any securities to waive compliance with this section or purporting to do so is void.
(6) without limiting the application of any of its provisions, this section shall have effect — (a) in relation to any securities agreed to be taken by a person underwriting an issue, an offer or invitation referred to in a prospectus, as if he has applied for securities in connection with the issue, offer or invitation referred to in the prospectus; and (b) in relation to a prospectus offering securities for purchase, as if — (i) a reference to the purchase were replaced with a reference to the earmarking;
(ii) the person making the offer, and not the Publisher, is liable under subsection (2) to repay the monies 364 laws of Malaysia Act 671 received from the applicant, and a reference to the liability of the issuer under that subsection shall be construed accordingly; and (iii) a reference in subsection (7) of the Publisher and every officer of the Publisher default under subsection (2) is replaced by a reference to any person who makes or that through it the issue, offer or invitation is made and who knowingly allow or agree that default.
(7) all moneys received from applicants shall be kept in trust in a separate bank account as long as the issuer may be liable to repay the money under subsection (2), and in the event of default in complying with this subsection, the Publisher and every officer a Publisher defaults that commits an offence under this Act.
(8) If the Exchange referred to in subsection (1) was within the time specified in paragraph (1) (b) authorize, subject to compliance with any requirements specified by the Exchange, authorization shall be deemed to have been given by the Exchange's Directors if a Publisher has provided the Exchange an undertaking in writing to comply with the requirements of the Exchange, but if any undertaking is not complied with an issuer, every Director or management company who is guilty of an offence.
(9) one cannot issue a prospectus in respect of any securities if the prospectus include — (a) any statement that is false or misleading that permission has been granted for the securities to be traded or listed on an Exchange referred to in subsection (1); or (b) any statement that in any way mention of any authorization or on any application or the proposed application for such permission, or on business or quotation or listing of securities that in any of the Exchange's capital market and 365 Service referred to in subsection (1), or of any requirement of the Exchange unless the statement is or the effect is that permission has been granted or the application has been or will be made to the Exchange within three days from the issuance of the prospectus or within such longer period as may be determined by the Commission or the statement has been approved by the Commission to be included in the prospectus.
(10) If a prospectus contains a statement that gives the impression that constituent document or deed Publisher defined under section 287 comply with, or has been made to conform to any requirements, Exchange referred to in subsection (1), the prospectus shall, unless the contrary intention appears to from the prospectus, characterized for the purposes of that section as indicating that an application has been made, or will be made , in order to obtain permission for the security offered by the prospectus listed for quoted in the stock exchange.
(11) in this section, "officer", in relation to a person means the Publisher a Director, Secretary or Executive Officer of the Publisher.
(12) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
The consent of a person to issue a prospectus that contains his statement 244. (1) a prospectus includes a statement, other than a statement which is an extract from an official statement or any other statement as may be determined by the Commission, purporting to be made by any person or on the basis of a statement made by such person cannot be issued unless — (a) that person has given consent for the issuance of the prospectus with literary skills the statement made in the form and context 366 laws of Malaysia Act 671
the statement was admitted and not, before the date of the issuance of the prospectus, to withdraw the consent; and (b) there is in the prospectus a statement that the person has given and has not withdrawn consent.
(2) every person who, with knowledge being a party to the issuance of any prospectus who contravenes subsection (1) commits an offence.
Order of cessation of 245. (1) where in the opinion of the Commission — (a) a prospectus is not complied with or is not provided in accordance with any provisions of this Act;
(b) a prospectus contains a statement or information that is false or misleading;
(c) a prospectus contains a statement or information from whom there is omission of a material; or (d) a Publisher has violated any of the provisions of the securities laws or the companies Act 1965, the Commission may, by order in writing delivered to the issuer or any other person as determined by the Commission, order the issuer or any other person so as not to assign, publish, offer, make an invitation to subscribe to or purchase or sell securities, further intended by the prospectus , according to the requirements of the situation.
(2) subject to subsection (3) and (4), the Commission shall not make an order under subsection (1) unless the Commission has given a reasonable opportunity to any person affected to be heard as to whether the order should be made.
Capital markets and services 367 (3) if the Commission is of the opinion that any delay in making an order under subsection (1) by giving an opportunity to be heard will be prejudicial to the public interest, the Commission may make an interim order without giving the opportunity to be heard.
(4) an interim order under subsection (3) shall, unless cancelled in advance, have effect until the conclusion of twenty-one days after the day the order is made or the settlement hearing in subsection (2), whichever is the later date.
(5) While an order made under subsection (1) or an interim order made under subsection (3) is currently in effect, this Term shall apply as if the prospectus has not been registered.
(6) an interim order made under subsection (3) may, by an order in writing further made by the Commission, be revoked if the Commission is satisfied that the circumstances that led to the order made no longer exists.
(7) without prejudice to the provisions of section 215a, if the application to subscribe for or purchase securities intended by the prospectus has been made before an order under subsection (1) is made — (a) if the securities have not been issued to the applicant, the application shall be deemed to have been withdrawn and cancelled and the issuer or any other person receiving money, shall promptly repay without interest all money received from the applicant and if any money is not repaid within fourteen days from the cessation of order, the Publisher shall be liable to repay that money with interest at the rate of ten per cent per annum or at such other rate as may be determined by the Commission from the expiry of such period; 368 or laws of Malaysia Act 671 (b) if the securities have been issued to the applicant, the issuance of securities shall be deemed to be null and the issuer or any other person shall be — (i) promptly repay without interest all money received from the applicant and if the money is not repaid within fourteen days from the date of delivery of the order termination, Publisher shall be liable to repay that money with interest at the rate of ten per cent per annum or at such other rate as may be determined by the Commission from the expiry of such period; and (ii) take the necessary measures to give effect to the order.
(8) Notwithstanding subsection (1) and (2), the Commission could not deliver an order of termination if any shares or debentures or debenture or share units intended by the prospectus has been listed on the stock market of a stock exchange and trading for him has begun.
(9) any person who contravenes an order made under subsection (1) or an interim order made under subsection (3) commits an offence.
Criminal liability for false statements, etc., in the prospectus 246. (1) No person shall permit or cause the publication of prospectus containing — (a) any statement or information that is false or misleading; or (b) any statement or information in which there is a material omission.
Capital markets and services 369 (2) for the purposes of this Chapter, a statement shall be deemed to be contained in a prospectus if the statement — (a) contained in a report or memorandum appearing on the front page of the prospectus; or (b) contained in a report or memorandum issued together with the prospectus with the consent or knowledge of the person who allow or cause the publication of the prospectus.
(3) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Those who cannot be assumed to allow or cause the issuance of prospectus 247. (1) for the purposes of this Chapter, the Commission or the Registrar shall not be deemed to have been allowing or causing the production of, or involved in the preparation of a prospectus for any reason including if there are or what purports to be the execution of any function, or the exercise or purported exercise of any power, respectively by the Commission under securities laws or the Registrar under the companies Act 1965.
(2) for the purposes of section 246, one cannot be deemed to have allow or cause the publication of a prospectus only because he has given the consent required under subsection 244 (1).
The right to get the loss or damage as a result of false or misleading statements in the disclosure document or prospectus, etc.
248. (1) a person who obtains, subscribe or purchase securities and suffered loss or damage as a result of any statement or information contained in any disclosure document or prospectus that false or
370 laws of Malaysia Act 671 misleading, or in which there is omission of a material, can get the amount of the loss or damage of all or any of the persons specified in the following paragraphs: (a) the issuer and each Director a the Publisher at the time of the issuance of the prospectus or disclosure document;
(b) a person who agrees or causes himself named and has been named in any disclosure document or the prospectus given to an investor as a Director or as agreed to become a Director, either immediately or after a lag time;
(c) an organizer, for any loss or damage arising from a disclosure document or prospectus or any of the relevant section of the prospectus or disclosure documents that he was a party in penyediaannya;
(d) any person other than the issuer, which is responsible for providing disclosure document or the prospectus, or obligated to perform due diligence for information or statements contained in the disclosure document or in the prospectus, by whatever name called and includes principal adviser or lead arranger;
(e) any person named in the disclosure document or the prospectus with consent, as making the statement, which was included in the disclosure document or the prospectus or to which a statement is made in the disclosure document or the prospectus was founded, for any loss or damage caused by the admission of the statement into a disclosure document or the prospectus;
(f) any person named in the disclosure document or the prospectus with consent as stock brokering, brokering share, underwriters, auditors, bankers or advocate for the Publisher in relation to the issue, offer for subscription or purchase, or the capital markets and services 371 invitation to subscribe for or purchase, securities and who has made a statement which is included in the disclosure document or the prospectus or to which a statement made in the disclosure document or the prospectus was founded , for any loss or damage caused by the admission of the statement into a disclosure document or the prospectus; or (g) a person whose permit or cause the publication of any document or the prospectus disclosure in violation of section 246, for any loss or damage caused by the infringement.
(2) for the purposes of paragraph (1) (a) and (b) the Director, a person referred to in that paragraph shall include any person making an issue, offer for subscription or purchase of, or invitation to subscribe for or buy, securities.
(3) for the purposes of paragraph (1) (f), an underwriter does not include a small underwriter.
(4) for the purposes of paragraph (1) (d), if a person who is responsible for the preparation of the prospectus or disclosure document, or to carry out due diligence for information or statements contained in the disclosure document or prospectus that is an individual acting on behalf of principals, loss or damage that can only be obtained from the principal.
Civil liability for misleading or deceptive acts 249. (1) a person cannot act in a way that is misleading or deceptive or likely to mislead or deceive in relation to — (a) any prospectus is issued;
(b) the earmarking, publishing, supply for subscription or purchase of, or invitation to subscribe for or purchase, securities;
372 laws of Malaysia Act 671 (c) any notice referred to in subsection 241 (4) or (5) or an initial prospectus referred to in subsection 241 (6), or any report referred to in subsection 241 (7) or any notice or report as may be determined by the Commission under paragraph 241 (3) (d); or (d) the conduct of the negotiations, the making of any arrangements or conduct any other acts in preparation for or in any other way in relation to any matter referred to in paragraph (a), (b) or (c).
(2) any person who contravenes this section commits an offence but not someone who acquire, subscribe or purchase a security i and suffered loss or damage as a result of any act referred to in paragraph (1) (a), (b), (c) or (d) can get the amount of the loss or damage under section 357.
Diligence as a defence 250. A person does not commit an offence under section 246 and shall not be liable under section 248 if he prove that — (a) he has made all reasonable investigations in the circumstances; and (b) after making inquiry, he had reasonable grounds to believe and have believed until the time make a statement or provide information that that — (i) a statement or information that is true and not misleading; or (ii) there is a material omission.
Capital markets and services 373 dependency statements and information concerning the false or misleading statement is 251. A person does not commit an offence under section 246 and shall not be liable under section 248 if that person (hereinafter referred to as "the first-mentioned person") prove that a false or misleading statement or material omission in a statement in a prospectus — (a) is or based upon a statement made by a person referred to in subsection 244 (1) (hereinafter referred to as "the second mentioned person"); or (b) contained in a copy of or purporting to be a copy of, or extract from, a report or an assessment of the second person mentioned, and proved by the person who first mentioned that — (A) the statement accurately reflects the statement made by the second person referred to, or copies of, or purporting to be a copy or extract that is a copy of right, or extract from , reports or evaluation, as the case may be; and (B) after making any reasonable investigation in the circumstances, the person who first mentioned has reasonable grounds to believe, and has trust until the time the earmarking, publishing, supply for subscription or purchase of, or invitation to subscribe for or purchase, the securities, that the second person mentioned, in making a statement, report or valuation, as the case may be — (i) to make it;
(ii) has given the consent required by subsection 244 (1); and (iii) was not to withdraw the agreement.
374 laws of Malaysia Act 671 dependency statements and information concerning the actions that misleading or deceiving 252. A person is not liable under section 249 in respect of an act which is misleading or deceptive or likely to mislead or deceive if that person (hereinafter referred to as "the first-mentioned person") prove that the Act consists of a representation made on reliance on — (a) a statement made by a person referred to in subsection 244 (1) (hereinafter referred to as "the second mentioned person"); or (b) a report or valuation of the second person mentioned, and proved by the person who first mentioned that — (A) representation that accurately reflect the statement made by the second person referred to or contained in the report or valuation of the second person referred to, as the case may be; and (B) after making any reasonable investigation in the circumstances, the person who first mentioned has reasonable grounds to believe, and has trust until the time the earmarking, publishing, supply for subscription or purchase of, or invitation to subscribe for or purchase, the securities, that the second person mentioned in the statement, report or valuation, as the case may be — (i) to make it;
(ii) has given the consent required by subsection 244 (1); and (iii) was not to withdraw the agreement.
Dependency on public official statement in respect of false statements and misleading 253. (1) a person is not guilty of an offence under section 246 and shall not be liable under section 248 if that person proves that the statement be false or capital markets and services the 375 misleading or material omission in a statement in a prospectus (hereinafter referred to as "flawed statement") is or based upon a statement made by a public officer in discharging his duties or contained in a copy of or to be a copy of the , or extract from, a public official document, and proved by such person that — (a) a statement that reflects accurately the flawed statement made by a public officer that includes context and shape that the statement was originally made; or (b) a statement contained in a copy of the impaired or purporting to be a copy of, or extract from a public official document, and the person has reasonable grounds to believe, and has trust until the time the earmarking, publishing, supply for subscription or purchase of, or invitation to subscribe for or purchase, securities, that statement is flawed that is true and not misleading and that there is no material omissions in the statements of the impaired , as the case may be.
(2) a person is not liable under section 249 in respect of acts that are misleading or deceptive or likely to mislead or deceive if that person proves that the Act consists of a representation made by reliance on a public official document or statement made by a public officer in the exercise of its duties and proved that — (a) representation that accurately reflect the statement made by a public officer that includes context and shape that the statement was originally made; or (b) the representations contained in a copy of, or extract from a public official document, and the person has reasonable grounds to believe, and has trust until the time the earmarking, publishing, supply for subscription or purchase of, or invitation to subscribe for or purchase, the securities, that representation is not misleading or deceptive or is likely to mislead or deceive.
376 laws of Malaysia Act 671 Defense the withdrawal agreement of 254. (1) a person named in a prospectus as — (a) a Director or proposed Director someone Publisher or a major Advisor in connection with a publication, the offering for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(b) makes a statement which is included in the prospectus; or (c) makes a statement which is based on it a statement included in the prospectus, is not guilty of an offence under section 246 and shall not be liable under section 248 if — (A) in the case of a Director or proposed Director, having agreed to become a Director or proposed Director of the Publisher, she withdraws consent before the issuance of the prospectus and the prospectus is issued, even with the withdrawal; or (B) in any other case, if the prospectus was issued without his knowledge or consent, she gave reasonable public notice thereof immediately after he was aware of the production.
(2) a person named in a prospectus as — (a) a Director or proposed Director of the issuer, or a person's principal adviser in respect of a publication, the offering for subscription or purchase of, or invitation to subscribe for or purchase, securities;
Capital markets and services 377 (b) makes a statement which is included in the prospectus; or (c) makes a statement which is based on it a statement included in the prospectus, is not guilty of an offence under section 246 and shall not be liable under section 248 if proved that the statement is not included in, or is not substantially in, form and context of the agreed by the person.
Restrictions on the offering of securities for subscription or purchase of 255. (1) except as expressly otherwise provided in this Act, a person cannot be made — (a) an invitation that is not disolisit to subscribe for or purchase any securities;
(b) an offer which is not disolisit for subscription or purchase of any securities; or (c) a recommendation that is not disolisit of any security.
(2) subsection (1) may not — (a) prohibit a person licensed person or any other person authorised in writing by the Commission from making invitation or an offer or recommendation —
(i) in relation to any securities listed on the stock market of a stock exchange in Malaysia or in the stock market a securities exchange outside Malaysia which was approved by the Commission; and 378 laws of Malaysia Act 671 (ii) to the person to whom, or to some person in relation to each one of them, at least one of the following conditions are met: (A) that person has acquired or sell it through a licensed person or any other person authorised in writing by the Commission, within twelve months prior to the invitation or an offer or recommendation is made; or (B) upon invitation or an offer or recommendation is made, a written agreement in force for that licensed person or any other person authorised in writing by the Commission should, or can, whether subject to conditions or otherwise acting on behalf of such person relating to the acquisition or sale of any securities by the person, or advise the person about the acquisition or sale of any securities by the person;
(b) prohibit a company's management provide information, notice or further recommendation to the existing unit holders in relation to the unit holders ' accounts;
(c) prohibit a person authorized in writing by the Commission from issuing any notice or recommendation relating to units in a unit trust or investment scheme set that contains such information as permitted by the Commission;
(d) prohibit an invitation, offer or recommendation made in, or accompanied by a prospectus which complies with this Act;
(e) prohibit an invitation, offer or recommendation made with respect to a request for exception or exceptional deals;
Capital markets and services 379 (f) apply for an invitation or offer to which the provisions of the companies Act 1965 applies; or (g) apply for an invitation, offer or recommendation may be determined by the Commission by order published in the Gazette.
(3) the Commission may use its discretion under subsection (2) to impose such terms and conditions as he thinks fit.
(4) any person authorised in writing by the Commission under paragraph (2) (a) or (c) shall comply with such terms and conditions as may be imposed by the Commission.
(5) the provisions of subsection (1) apply for an invitation, offer or recommendation in respect of any securities of a corporation or units of a unit trust or investment schemes set out proposed to set up.
(6) if the making of any invitation, offer or recommendation are subject to subsection (1) or is applicable to any exemption under subsection (2), the provisions of section 363 of the companies Act, 1965 shall not apply.
(7) any person who contravenes subsection (1) or (4) commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Agreements, documents and prospectuses to exclude or limit the liability of void 256. Any provision, clause or term contained in any agreement, contract, document or prospectus given or made available to an investor in connection with or in respect of — (a) an area for subscription or purchase of securities; (b) an invitation to subscribe for or purchase securities; or (c) to provide security, purporting to exclude or limit the liability of a person for a violation of section 92a, 246, 248 or 249 or for loss or damage under section 357 is void.
380 laws of Malaysia Act 671 Term 3a application for authorization or recognition Interpretation 256a. For the purposes of this Chapter, unless the context otherwise requires — "listed products" means the products of capital market not listed including Islamic securities not listed but does not include units in a unit trust scheme.
The application for authorization or recognition 256b. (1) an applicant who makes an application for authorization or recognition under subsection 212 (5) shall submit documents and information to the Commission in such form and manner as may be determined by the Commission.
(2) the Commission may require an applicant to give him information or additional documents as may be deemed necessary by the Commission in respect of the application.
(3) the application shall be submitted together with the application fee.
Grant of authorization or recognition of 256c (1) the Commission may, in respect of the application for the authorization or recognition 256b made under subsection (1), provide — (a) authorization or recognition; or (b) authorization or recognition — (i) subject to such terms and conditions;
Capital markets and services 381 (ii) by any change; or (iii) by any change and subject to such terms and conditions as it thinks fit or necessary by the Commission.
(2) S u r u h a n j a y a b l e h o m e n g u b a h, n a m e m b a h a t o delete any terms and conditions imposed under subsection (1) at any time deemed necessary by the Commission.
(3) any person who contravenes any term or condition imposed under subsection (1) or (2) commits an offence.
Refusal of permission or recognition of 256d. The Commission may refuse to provide consent or recognition under section 256c if — (a) the application is not made in accordance with this Chapter;
(b) the applicant has failed to comply with any requirement of this Act or any guidelines issued by the Commission;
(c) any information or document given to the Commission in respect of the application is false or misleading or which there are relics of a material;
(d) the Commission has reason to believe that the truth or the recognition will harm the interests of investors; or (e) the Commission has reason to believe that the authorization or recognition that is contrary to the public interest.
382 laws of Malaysia Act 671 withdrawal authorization or recognition 256e. (1) the Commission may withdraw authorization or recognition has been granted under section 256c if the Commission is satisfied that — (a) the applicant or any officer has failed to comply with or violate — (i) any term or condition imposed by the Commission;
(ii) any guidelines or instructions issued by the Commission; or
(iii) any requirement under this Act;
(b) any information or document given to the Commission under this Term is false or misleading or from whom there is omission of a material; or (c) it is in the interest of investors or the public interest to withdraw consent or recognition granted under section 256c.
(2) the Commission may, on request in writing by the applicant to the Commission, to withdraw authorization or recognition granted under section 256c.
(3) If a request in writing made to the Commission under subsection (2), the Commission may refuse to withdraw consent or recognition has been given under section 256c, if the Commission is of the view that — (a) in the interest of investors or the public interest, any matters relating to the supposed product unlisted investigated prior authorization or recognition withdrawn under subsection (2); or (b) the withdrawal of authorisation or recognition is not in the interest of investors or the public interest.
Capital markets and services 383 (4) the Commission shall give the person an opportunity to be heard before any decision is made under subsection (1).
The effect of the withdrawal of 256f. Such withdrawal issued under section 256e cannot operate to — (a) avoid or affect any agreement, transaction or arrangement in relation to unlisted products entered into prior to withdrawal of the authorization or the recognition; or (b) affect any right, obligation or liability arising under this agreement, transaction or arrangement referred to in paragraph (a).
The power to issue directions, etc.
256g. (1) without prejudice to section 125, 354, 355 and 356, if Commission — (a) using his powers to withdraw an authorization or recognition under this Term;
(b) realize that a statement or information given or produced to him under this Term is false or misleading or from whom there is omission of a material; or (c) is satisfied that the interests of investors or the public interest dangerously or perhaps dangerously, the Commission may issue directions in writing to the person who was responsible an obligation to comply with any requirement imposed under this Chapter or regulation or any guidelines issued by the 384 laws of Malaysia Act 671 the Commission, to take action as specified in the instructions for — (A) to comply with the , follow, enforce or implement — (i) any requirement or provision of this Act or of any securities laws;
(ii) any guidelines or notice issued by the Commission; or (iii) any terms, conditions or restrictions imposed under or pursuant to this Act; or (B) take measures to meremedi of default in respect of which the Commission implementing powers to withdraw consent or recognition under paragraph 256e (1) (a) or reduce the effects of the breach.
(2) any person referred to under this Chapter shall provide assistance to the Commission, or to a person acting as a representative or by the authority of the Commission, including the provision of the statement and the provision of information relating to its operation or any other information required by the Commission or person acting as a representative or by the authority of the Commission, for the administration of securities laws accordingly.
(3) a person who fails to comply with any direction made under subsection (1) or failed to provide assistance under subsection (2) commits an offence.
Chapter 3b Trust Business Interpretation and application 256h. (1) sections 122 and 123 shall not apply to the trust business.
Capital markets and services 385 (2) for the purposes of this Chapter, unless the context otherwise requires — "Director" includes any person who is the Chief Executive Officer;
"managers trustee" means a person who — (a) hold property or assets in trust for the holder of the business unit trust; and (b) manage and operate the property or the assets;
"deed" means any deed creating a trust business and provide for the governance of its affairs and the conduct of its affairs and includes any instrument amending or touching the deed.
Application for registration or recognition 256i. (1) an application for the registration of business trust can only be made by a Manager and trustee in the case of an application for recognition of a business trust, by any other person as determined by the Commission.
(2) an application for registration or recognition a business trust shall be submitted together with the documents and information in such form and manner as may be determined by the Commission.
(3) the Commission may require additional information or documents deemed necessary by the Commission in respect of the application.
(4) an application made under subsection (2) shall be submitted together with the application fee.
386 laws of Malaysia Act Registration documents disclosure 671 256j. Any person who intends to offer or make available units in the trust business not listed shall register with the Commission a disclosure document containing information and details as may be determined by the Commission under section 92a.
Registration or recognition of trust business 256k. (1) the Commission may in respect of an application made under section 256i, register or recognise the business trust.
(2) the Commission may — (a) register or recognize the business trust under subsection (1); or (b) register or recognize the business trust under subsection (1) — (i) subject to such terms and conditions;
(ii) by any change; or (iii) by any change and subject to such terms and conditions as may be deemed fit or necessary by the Commission.
(3) the Commission may vary, add to or delete any term or condition imposed under subsection (2) at any time as deemed necessary by the Commission.
(4) any person who contravenes any term or condition imposed under subsection (2) or (3) commits an offence.
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(5) No person shall take or use or adopt the name, title or description word "business trust" or "unit trust scheme" relating to the business affairs or make any representation that affect it in such manner unless the trust business is registered or recognised under this Term.
(6) any person who contravenes subsection (5) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and also liable to a fine not exceeding ten million dollars.
Refusal to register or recognize the business trust. 256l the Commission may refuse an application under section 256i if — (a) a trustee Manager does not hold a capital markets services licence to conduct the management of the Fund;
(b) the application is not made in accordance with this Chapter;
(c) the Manager of the trustee has failed to comply with any requirement of this Act or any guidelines issued by the Commission;
(d) any information or document given to the Commission in respect of the application is false or misleading or which there are material omissions;
(e) the Commission has reason to believe that the registration or recognition is not in the interest of investors; or (f) the Commission has reason to believe that the registration or recognition contrary to the public interest.
388 laws of Malaysia Act 671 withdrawal of the registration or recognition of 256m. (1) the Commission may withdraw a registration or recognition has been granted if the Commission is satisfied that — (a) the trustee or Manager of any of his officers had failed to comply with or violate — (i) any term or condition imposed by the Commission;
(ii) any guidelines or instructions issued by the Commission; or (iii) any requirement under this Act;
(b) any information or document given to the Commission under this Term is false or misleading or which there are material omissions; or (c) it is in the interest of unit holders or the public interest to withdraw the registration or recognition of that.
(2) the Commission shall give the person an opportunity to be heard before any decision is made under subsection (1).
The effect of the withdrawal of the registration or recognition 256n. Any revocation issued under section 256m shall not be operate to — (a) avoid or affect any agreement, transaction or arrangement relating to the business trust entered into prior to the withdrawal of the registration or recognition thereof; or (b) affect any right, obligation or liability arising under this agreement, transaction or arrangement referred to in paragraph (a).
Capital markets and services 389 trustee Manager 256o. (1) a business trust shall be managed and operated by the Trustees of a trust that business.
(2) a trustee of a Trust Manager business must be a corporation other than a private company which are exempted.
(3) a trustee of a Trust Manager business cannot run any business in addition to the management and operation of trust business for which he was the Manager of the Trustees.
(4) subject to the deed and with the approval of the Commission, General Manager of the Trustees may appoint agents to exercise or perform any of the functions relating to the management and operation of the business trust.
(5) any person who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Duties and responsibilities of a trustee Manager 256p. (1) a Manager, the Trustees shall in carrying out its duties — (a) using his powers for the purpose of proper and in good faith for the best interests of unitholders as a whole;
(b) use reasonable care and diligence;
(c) Act in accordance with the requirements of this Act, the guidelines issued by the Commission and deed;
(d) give priority to the interests of unitholders as a whole to overcome its own interest if there is a conflict between the interests of unitholders as a whole with its own significance;
390 laws of Malaysia Act 671 (e) ensure that property or trust assets that business valued at a fixed time lag with the nature of the property or the assets;
(f) ensure that all payments from property or assets of the business trust is made according to the deed and any guidelines issued by the Commission; and (g) perform any other duties or responsibilities as determined by the Commission.
(2) the Manager of a trustee shall not use any property or assets of the business trust or any information obtained by virtue of his position as General Manager, trustee, to acquire, directly or indirectly, a benefit for himself or for any other person that causes harm to unitholders as a whole.
(3) a trustee Manager who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding ten million dollars.
(4) the Manager of the Trustees shall be liable to all unitholders as a whole for any financial gain or acquisition directly or indirectly incurred by the trustee or Manager of any corporation thereof or for any losses incurred by the unit trust business as a whole, as a result of breach of this section.
Duties and responsibilities of officers and agents of 256q. (1) the officer Manager, the Trustees shall at all times — (a) using his powers for the purpose of proper and in good faith in the best interests of unitholders as a whole and shall take all reasonable steps to ensure that the trustee Manager meet their obligations under section 256p;
Capital market and Service 391 (b) give priority to the interests of unitholders as a whole to overcome than the interests of the trustee if there is a discrepancy between the interests of the Trustees as a whole with the interest of the trustee Manager; and (c) carry out any duties or other responsibilities as determined by the Commission.
(2) the officer or agent managers trustee may not — (a) the use of any property or assets of the business trust;
(b) using any information obtained by virtue of its position as an officer or agent of the trustee Manager;
(c) use its position as an officer or agent of the trustee Manager;
(d) use any opportunity that was discovered by him in the performance of its functions as an officer or agent of the trustee Manager; or (e) engaged in any business which competes with the business trust, to make any profit, directly or indirectly, or to cause harm to the unit as a whole.
(3) the duty of the trustee Manager officer a business trust under subsection (1) shall supersede any duty officer under section 132 of the companies Act 1965 which is inconsistent.
(4) no civil or criminal proceedings can be brought or instituted against an officer Manager trustee of a business trust for breach under section 132 of the companies Act 1965, any fiduciary obligation or any other duty under the common law in respect of any act or omission to act if the Act or omission is required by subsection (1).
392 laws of Malaysia Act 671 (5) an officer or agent of the Manager, the trustee for a trust business that contravenes subsection (1) or (2) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may also be liable to a fine not exceeding ten million dollars.
(6) the officer or agent of the Manager of the Trustees shall be liable to unitholders as a whole for any profits or financial revenue directly or indirectly incurred by the trustee or any of its related corporation, or for any loss incurred by the unit trust business as a whole, as a result of a violation of subsection (1) or (2).
(7) no action or proceeding may be brought by or on behalf of all or any of the holders of unit trusts a trust business against an officer Manager, trustee of the business trust for any breach or alleged breach in respect of duty imposed by subsection (1) and (2), except in the manner provided under section 256zf.
(8) in this section — "agent" means the bankers, a barrister and solicitor or a trustee Manager and Auditors for the purpose of paragraph 256q (2) (b), (c) and (d), including one who had been a banker, a barrister and solicitor or the trustee Manager Auditors.
Acquisition of an interest in a trust business 256r. (1) the Manager of a trustee may not, either directly or indirectly, acquire or own any units or derivatives of any unit trust that business unless they acquire or hold units or derivatives of that — (a) for not less than the consideration payable if the unit or the unit derivatives obtained by others; and (b) subject to the terms and conditions will not be detrimental to the other unit trust holders that business.
Capital markets and services 393 (2) a trustee Manager who contravenes this section commits an offence.
Disclosure of interest in deals 256s. (1) the Director Manager, trustee, either directly or indirectly, interested in a transaction or proposed transaction made or to be made by the trustee for or on behalf of trust business shall, as soon as practicable after the relevant facts known by him, declaring the type of significance at Board meetings the trustee Manager, in such manner as may be determined by the Commission.
(2) a trustee Manager Director who holds any Office or possesses any property if the duty or interest with respect to the position or the property may be in conflict with the duties or responsibilities under section 256q shall declare the nature and extent of the conflict at a meeting of Directors trustee Manager.
Express the importance of 256t. Manager of the Trustees shall operate a register in such form and manner as may be determined by the Commission indicating in respect of each Director for the trustee Manager, details of — (a) units or derivatives business units in the trust, which is a derivative of units or units in respect of which the Director has an interest, and the nature and extent of the interest; and (b) debentures trust the business in respect of which the Director has an interest, and the nature and extent of the interest.
394 laws of Malaysia Act 671 certification by Chief Executive Officer and Board of Directors trustee Manager 256u. (1) subject to subsection (2), the Board of managers of the Trustees shall make a written statement for the accompanying statements of income trust business, as the resolution of the Board of Directors of the Manager of the trustee and signed by not less than two directors on behalf of the Board of Directors, certifies that — (a) the fees or charges paid or payable out of the property or assets of the business trust to the trustee Manager is in accordance with the deed;
(b) related party transactions do not harm the interests of the unit trust the business as a whole based on the circumstances at the time of the transaction; and (c) the Board of managers of the trustee are not aware of any breach of the duty of the trustee Manager that can affect materially the business trust arrangement or the interests of unitholders as a whole.
(2) if the Board of Trustees of the Manager of a business trust may not provide a written statement in accordance with subsection (1), caused by — (a) the Board is of the opinion that the statement referred to in subsection (1) is not true; or (b) the existence of dissent among the directors of the Manager the trustee with respect to the accuracy of the statements referred to in subsection (1), the Board of Directors shall provide explanations, including factors important for ketidakbolehan to provide the written statement.
(3) any person who contravenes subsection (1) or (2) commits an offence.
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(4) If the Board of Trustees of a trust manager business make a written statement referred to in subsection (1) without a reasonable basis to conclude as stated in that statement, any Director Manager trustee that allow or authorise the statement was made, commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Disclosure policy and practices 256v. Manager of the Trustees shall attach a statement policies and practices relating to the management and administration of the business trust, which contains such information as determined by the Commission to the income statement.
Dismissal of the trustee Manager 256w. Notwithstanding any other provisions in this term of the deed, the Manager or the trustee shall continue the trustee Manager but he was fired by the unit trust that business in such manner as may be determined by the Commission or he resigns in accordance with section 25 x.
Resignation of trustee Manager 256x. Notwithstanding the deed or in any agreement between the Manager of the Trustees and unitholders, Manager of the trustee can only resign in accordance with the requirements and the means as determined by the Commission.
The replacement trustee Manager 256y. (1) where a trustee has fired Manager under section 256w or resigned under section 256x, unit holders shall appoint a new trustee Manager in the manner specified by the Commission.
396 laws of Malaysia Act 671 (2) Notwithstanding the deed or in any agreement between the Manager of the Trustees and unitholders, the Commission may dismiss the trustee Manager and appoint in his Office Manager, trustee or the holder of a capital markets Services Licence who carries on the business management of the Fund.
The will for the deed 256z. (1) the Manager of a trustee shall ensure that the deed was made and contained in documents enforceable in law between the unit holder and Manager of the trustee.
(2) the Commission may determine the contents of the deed.
(3) any provision of the deed which has the effect of assigning a business trust if the trustee Manager wound cease to be a trustee Manager the business trust was void.
(4) the deed can be amended in the manner and form as determined by the Commission.
Qualification and penanggungrugian for the liability of the trustee Manager 256za. (1) subject to subsection (2), a provision or covenants contained in the deed or a contract terms has the effect of exempt or indemnify the Manager of the Trustees, officers and agents trustee from liability for — (a) a violation of any provision of this Act;
(b) breach of trust; or (c) failure to indicate the level of care and diligence required of a trustee Manager, is void.
Capital markets and services 397 (2) subsection (1) shall not apply if the provisions, covenants or terms – (a) release manager trustee from liability for anything done or omitted to be done before the release of the given; or (b) enable the unitholders at a general meeting, to approve the release of a trustee Manager from liability for anything done or omitted to be done before the release of the given and resolutions approved by not less than seventy-five per cent of holders present and voting.
Annual general meeting 256zb. Manager of the Trustees shall call a general meeting of the unitholders of the trust the business, called "annual general meeting", within a period of eighteen months from the registration of the business trust and thereafter once in every calendar year and not more than fifteen months after the last annual general meeting held.
The duty manager of the Trustees to convene a meeting of 256zc. (1) the Manager of the Trustees shall call a meeting of unitholders if — (a) not less than fifty unitholders or unitholders holding not less than ten per cent of the total voting rights of all holders of trust units order the business manager of the trustee to do so;
(b) the instructions given to the Manager of the Trustees in writing at the Office of the registered holders; and (c) the purpose of the meeting is to consider any matter raised by unit holders in relation to the business or trust deed.
398 laws of Malaysia Act 671 (2) If a trustee Manager required to convene a meeting under subsection (1), the trustee Manager shall convene the meeting within twenty-one days after the instructions given to the Manager of the Trustees in writing at the Office of the registered holders.
(3) If a trustee Manager required to call a meeting under subsection (1) or pursuant to any provision or covenants of the deed, it shall give notice of the time and place of the meeting that — (a) by sending them by post or electronic communication, a notice about the meeting and proposed at least seven days before the date of the meeting suggested that, to each unit holder at the address last known to the unit holder or , in the case of joint holders, to unitholders with whose name is ranked the first in the record Manager trustee at the address last known to the unit holders together; and (b) by posting at least fourteen days before the date of the proposed meeting, an advertisement that gives notice of the meeting in a daily newspaper in the national language and one other newspaper.
(4) meetings called by any provision or covenants contained in the deed shall be held at such time and place specified in the notice and the ads, which is a time not later than two months after the giving of the notice and shall — (a) is chaired by a person appointed by the unitholders present in the meeting or if no appointment is made , by a nominee the trustee Manager; and (b) made pursuant to the deed, or if the deed has no such provision, as directed by the Chairman of the meeting.
Capital markets and services 399 (5) notice of the meeting and posted to the unit holders shall be deemed given three days after the notice is mailed, unless the deed provides for otherwise.
(6) where the trustee Manager failed to convene a meeting as required under subsection (2), unit holders or any of them representing more than fifty per cent of the total voting rights holders under paragraph (1) (a), can by itself meet and the meeting shall be held within three months from the date of the direction under subsection (1) to the trustee Manager.
(7) General Manager of the Trustees shall pay to unitholders for any expenses reasonably incurred by the unit holders because the meeting due to the failure of the trustee Manager to hold the meeting.
Power of court to order the meeting of the unitholders of 256zd. (1) the Court may, upon the application of any unit trust business, made an order a general meeting was held.
(2) an order made under subsection (1) may direct the trustee Manager for — (a) present in front of the unit any information involving the unit holder;
(b) presenting in front of unit holders any proposals to protect the interests of unitholders as instructed by the Court or by the manager thinks fit Trustees; and (c) obtain the directions unit involving the protection of the interests of the unit holders.
400 laws of Malaysia Act 671 (3) the Court may, in addition to an order made under subsection (2), make any other order it deems fit to protect the interests of the unit holders of existing or prospective unitholders.
Rights of the unitholders at the meeting 256ze. (1) every unit shall have the right to attend any general meeting of unitholders and to speak and vote on any resolution in the meeting.
(2) any provision in a deed has effect undermines the right to demand the removal of the vote in the general meeting of unitholders, in addition to the selection of the Chairman of the meeting or adjournment the meeting was cancelled.
Action by the unit holder 256zf. (1) any unitholder or holder of debentures trust business may apply to the Court for an order under this section on the ground — (a) that the Affairs of the trust the business carried out by the Manager or the trustee, the trustee Manager Director of power used, in a way that suppress one or more holders or holders of debentures trust business that include himself or regardless of its importance or interest them as holders or holders of debentures of the business trust; or (b) the part of the trustee Manager actions done in his capacity as trustee of a business trust, a threatened or partial resolution of unitholder or holder of debentures trust business or any class of them that have been approved or proposed that are discriminatory or otherwise unfair prejudice to one or more holders or holders of debentures trust business that.
Capital markets and services 401 (2) If on the application, the Court is of the opinion that any ground referred to in subsection (1) is proved, the Court may, with a view to putting an end to or meremedi matters complaints, make such order as it thinks fit, and without prejudice to the generality of the preceding, such order may — (a) direct or prohibit any act or to cancel or change a transaction or resolution;
(b) regulating the conduct of Affairs Manager trustee in relation to a trust that business in the future;
(c) allow civil proceedings against the Director of the trustee Manager to be brought in the name of or on behalf of all holders of unit trusts that business as a whole by any person and on such terms as the Court may direct;
(d) provide for the purchase of units or debentures trust business by the unitholder or holder of debentures of, other trust that business;
(e) provides the business trust for rolled-up; or (f) allocate costs and expenses of and incidental to the application for such order was claimed and paid out of the trust property or trust assets that business or incurred and paid in such manner and by any person as the Court may think fit.
(3) where an order under this section to make any alteration or addition to any deed of trust business, then notwithstanding any other provisions of this Act, the Manager is the trustee of the trust business concerned does not have the power, without the permission of the Court, to make any alterations or additions to the deed which is not in accordance with the provisions of the order.
402 laws of Malaysia Act 671 (4) the applicant shall inform the Commission about the court order within seven days after the order is made.
(5) for the purposes of this section, a reference to the unit holders including one who is not the holder of the unit trust business but to which the unit trust business has been given through the operation of law.
Winding up of 256zg. (1) Trust business can be rolled-up — (a) under an order of the Court — (i) through the application manager, trustee, unitholder or creditors of the business trust; or (ii) through the application of the Commission when the Commission revokes the registration of a trust business; or (b) by the trustee Manager — (i) where special resolution approved by unitholders at a general meeting; or (ii) in accordance with the deed.
(2) where an application is made to court under subparagraph (1) (a) (i), the Court may, without prejudice to any order of the Court shall be entitled to make other than in accordance with this section, make an order directing the trustee Manager to roll the business trust if — (a) the Court thinks is fair and equitable to make the order; capital markets and services or 403 (b) within three months before the application for the order is made, the execution has been issued based on a judgment, decree or order obtained Court, whether in Malaysia or elsewhere, which is in favour of the creditor trust business and execution has been returned without completed, and on the order, the Manager of the Trustees shall wind up the business trust.
(3) upon a winding-up order made by the Court under subsection (2), the applicant shall inform the Commission about the court order within seven days after the order is made.
Limitation of liability of unitholders 256zh. (1) the units shall not be liable to contribute to the business trust or in respect of any debt, liability or obligation incurred Manager trustee in his capacity as trustee of the business trust, in addition to any amount of money due the unitholder has agreed expressly to contribute to the business trust.
(2) the limitation of the liability of the holder of the unit trust business referred to in subsection (1) shall apply notwithstanding — (a) the provision to the contrary in the trust deed that business; or (b) the winding up of the business trust.
Creditor unitholders no right to obtain possession of the property or assets of the trust 256zi. There are no Payables unitholders a business trust has the right to acquire ownership or otherwise exercising any remedy at law or in equity with respect to the trust property or trust assets that business.
404 the laws of Malaysia Act 671 cancellation of registration on a voluntary basis by the Manager trustee 256zj. (1) the Manager of the Trustees may apply to the Commission for the cancellation of the registration of the business trust if the cancellation of the registration of the business trust is approved by a majority of the unitholders who hold in the aggregate not less than seventy-five per cent of the value of the units held by the unit holders who vote at the meeting on the basis of his right to do so, voting or where proxies are allowed , by proxy with polling at a general meeting of which due notice in writing not less than twenty-one days notice and stating the intention to propose a resolution to cancel the registration of the business trust has been given.
(2) the Commission may refuse to cancel the registration of the business trust if the Commission found that — (a) it is in the interests of the unit holders that any matter relating to the business trust shall be investigated before registration withdrawn under subsection (1); or (b) the revocation of the registration is not in the interests of the unit holders.
The power of the Commission to cancel the registration of a trust business that no longer function 256zk. (1) where the Commission has reason to believe that the Manager is not managing or trustee handles the business trust, the Commission may take the necessary action to cancel the registration or withdraw the recognition given to the business trust.
(2) the Commission shall give the Manager the trustee an opportunity to be heard before any power is exercised under subsection (1).
Capital markets and services 405 (3) where the Commission implements its powers under subsection (1), it shall publish a notice that affect business and trust it will be cancelled or withdrawn such ratification when the notice is published.
(4) following the cancellation of registration or withdrawal of recognition under subsection (1) by the Commission, the Commission may apply to the Court to appoint a liquidator in respect of the business trust.
Report to Commission 256zl. (1) a trustee Manager shall report to the Commission any breach of this Act or guidelines issued the Commission related to the business trust and who has been or is likely to affect materially the interests of unitholders of the trust the trust business, as soon as practicable after he is aware of the breach.
(2) a trustee Manager who contravenes subsection (1) commits an offence.
The Commission's power to issue directions 256zm. (1) without prejudice to section 125, 354, 355 and 356, when Commission — (a) using his authority to withdraw a registration or recognition under this Term;
(b) realize that a statement or information provided or submitted to it under this Term is false or misleading or which there are material omissions;
(c) for effective administration of trust business;
406 laws of Malaysia Act 671 (d) to ensure compliance with any conditions or restrictions imposed on the business trust; or (e) is satisfied that the interests of the unit holders or the public interest dangerously or perhaps dangerously, the Commission may issue directions in writing to the Manager, trustee, authorized officer or any person imposed the obligation to comply with any requirement imposed under this Term, regulation or under any guidelines issued by the Commission to take measures as stated in the instructions to — (A) to comply with the , follow, enforce or implement — (i) any requirement or provision of this Act or of any securities laws;
(ii) any guidelines or notice issued by the Commission; or (iii) any terms, conditions or restrictions imposed under or pursuant to this Act; or (B) take any steps to meremedi a breach or diminish the effect of the breach of it.
(2) any person referred to under this section shall provide assistance to the Commission, or to a person acting on behalf or under the authority of the Commission, including the granting of any statement, and grant such other information as the Commission or person acting on behalf or under the authority of the Commission may require.
(3) a person who fails to comply with any direction given under subsection (1) or fails to provide assistance under subsection (2) commits an offence.
Capital markets and services 407 power to make regulations 256zn. The Commission may, with the approval of the Minister, make any regulations in respect of — (a) obligations, standards and conduct of persons engaged in trust business; or (b) all matters relating to business trusts.
The duty manager of the Trustees to lodge statements, etc.
256zo. (1) a trustee Manager — (a) shall lodge with the Commission annual reports of amanah business within four months after the end of each financial year of the business trust; and (b) shall send to the Commission submit any statement, document, book and such other particulars as may be required by the Commission.
(2) any document required to be so lodged with or sent submit to the Commission by a trustee under subsection (1) shall be signed by not less than two Directors General Manager trustee on behalf of the Board of Directors.
(3) the Manager of the trust shall be — (a) send to every unit without charge a copy of the documents referred to in paragraph (1) (a) within four months after the end of each financial year of the business trust; and (b) where a unitholder requesting any additional copies of the documents referred to in paragraph (1) (a), send the requested documents to the unitholders within two months after the request is received and on payment of a reasonable amount as determined by the Manager of the trust.
408 laws of Malaysia Act 671 (4) a trustee Manager shall ensure that all financial statements required to be so lodged with or sent to the Commission or submit required to be divided to any unit holders in relation to a business trust shall comply with approved accounting standards.
(5) a trustee Manager who contravenes this section commits an offence.
Chapter 3 c Statement or false or misleading information under Chapter 3a and 3b representation or false or misleading information to the Commission 256zp. (1) where any statement or information required to be given to the Commission under Chapter 3a and 3b — (a) the trustee or Manager of the applicant or any officer or its affiliates;
(b) financial advisor or an expert; or (c) any other person shall not — (A) submit or cause to be presented any statement or information that is false or misleading;
(B) submit or cause to be presented any statement or information from whom there are material omissions; or (C) engage in or assist or colluding in acts which he knows is misleading or deceptive or likely to mislead or deceive the Commission.
Capital markets and services 409 (2) where — (a) a statement or information referred to in subsection (1) has been submitted or provided to the Commission, or a course of conduct referred to in subsection (1) has been made; and (b) any person referred to in that subsection knowing or realizing before proposed in the application have been implemented completely, run or executed — (i) a statement or information that may be false or misleading or materially incomplete; or (ii) the acts may tend to mislead or deceive, that person shall immediately inform the Commission of the facts referred to in subparagraph (b) (i) or (ii), applicable, and shall take such action as may be directed by the Commission.
(3) for the purposes of paragraph 2 (b), a person who knew or realized includes any person to cause or commits an act that causes a statement or information to be false or misleading or materially incomplete.
(3a) be a defense to a prosecution or any proceeding for a violation of subsection (1) if it is proved that the defendant, after making a reasonable inquiry in circumstances that, having reasonable grounds to believe, and believe up to the time of the statement or the disclosures or up to involvement in such behaviour, of course believe that — (a) a statement or information that is true and not misleading;
(b) the omission is not material;
(c) there is no material omissions; or (d) behavior is being said is not misleading or deceptive.
410 laws of Malaysia Act 671 (4) any person who contravenes subsection (1) or (2) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may also be liable to a fine not exceeding three million dollars.
Chapter 4 Subpenggal 1 – Debenture trust deed, the trustee's obligation, the borrower, etc.
The adoption of this term of the 257. (1) the provisions of this Subpenggal and section 283 shall not apply to any issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture as specified in table 8.
(2) the provisions of this Chapter as specified in table 9 shall not apply to any issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures are stated in table 9.
(3) the provisions of this Chapter shall not apply to an issue, an offer or invitation made to a person or a class of persons, or made in respect of a debenture or a class of debentures, as may be prescribed by the Minister, on the recommendation of the Commission, by order published in the Gazette.
(4) a determination made under subsection (3) may determine the provisions of this Chapter shall not apply to an issue, an offer or invitation.
Requirements for a deed of trust and a trustee of 258. (1) every person who publish, offer for subscription or purchase, or make an invitation to subscribe for or purchase, any debenture shall — (a) makes a deed of trust that meets the requirements of section 259;
Capital markets and services 411 (b) appoint a trustee who is a qualifying appointed or acting as trustee pursuant to section 260; and (c) comply with the requirements and the provisions of this Chapter.
(2) any person publishing, available for subscription or purchase, or make an invitation to subscribe for or purchase, any debentures not can assign the debenture unless that person has made a deed of trust that meets the requirements of section 259 and has appointed a trustee who is a qualifying appointed or acting as trustee under section 260.
(3) any person publishing, available for subscription or purchase, or make an invitation to subscribe for or purchase, any debentures cannot revoke the trust deed unless that person has to repay all amounts payable under the debenture according to the terms, provisions and covenants debentures and the trust deed.
(4) any person who contravenes subsection (1), (2) or (3) commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Form and contents of a deed of trust
259. (1) A trust deed shall contain any provisions, covenants, requirements, information and particulars as determined by the Commission.
(2) any person publishing, available for subscription or purchase, or make an invitation to subscribe for or purchase, any debenture shall submit submit a copy of the deed to the Commission along with other particulars, information or other documents as determined by the Commission.
412 laws of Malaysia Act 671 people who can become a trustee of 260. (1) a trustee shall be — (a) a company registered as a trust company under the trust companies Act 1949 [Act 100]; or (b) a corporation which is a public company under the companies Act 1965 or under the laws of any other countries, permitted by the Commission to be the trustee for the purposes of this Act.
(2) a person is not eligible to be appointed or act as trustees for debenture holders without the approval of the Commission if the person — (a) a shareholder who beneficially hold shares of the borrower;
(b) beneficially entitled to the monies owing by the borrower to him;
(c) has made a guarantee in respect of the guaranteed amount or due under the debenture; or (d) a corporation in relation to — (i) the person referred to in paragraph (a) to (c); or (ii) the borrower.
(3) an application for approval under subsection (1) or (2) shall be made to the Commission in accordance with any procedures or other requirements as determined by the Commission.
Capital markets and services 413 (4) Notwithstanding subsection (2), a person is not blocked from standing for election or act as trustee only due to — (a) the borrower owes with the trustees or any corporation relating to the trustee any money, as long as the money is — (i) money is not, at the time of appointment or at any time within three months after the debentures were first offered for subscription or purchase or with which an invitation to subscribe for or purchase is made, more than one-tenths of the amount of the debentures proposed to be published in that period and not, at any time after the expiry of such period, more than one-tenths of the amount owing by the borrower to the debenture holder; or (ii) monies to which the trustee or any corporation relating to the trustee is entitled as trustee for holders of any debentures of the borrower, as the terms, provisions or covenants debentures or the trust deed; or (b) the trust or Corporation in connection with the trustee, even be beneficial owner of shares of the borrower, does not have the right to exercise more than one by twenty of the voting power at any general meeting of the borrower.
(5) where an application has been made to the Commission under subsection (3), the Commission may approve the application subject to such terms and conditions as he thinks fit.
414 laws of Malaysia Act 671 (6) in applying discretion under subsection (5), the Commission shall take into account — (a) the interests of holders of any debentures; and (b) the trustee's ability to protect the interests of the debenture holders as required by the provisions and the deed of covenants and provisions of this Act.
(7) the Commission may revoke its approval under subsection (5) if the trustee fails to comply with any term or condition imposed under subsection (5) or contravenes any of the provisions of this Act.
(8) a trustee who — (a) contravenes subsection (1) or (2); or (b) contravenes a term or condition imposed by the Commission under subsection (5), commits an offence and shall, on conviction, to a fine not exceeding five hundred thousand dollars or to imprisonment for a term not exceeding three years or to both.
Existing Trustees continued to act until a new trustee takes the position of 261. Notwithstanding the provisions of section 43 of the Trustee Act 1949 [Act 208] or such terms, provisions or covenants in the debenture or deed of trust, an existing trustee shall continue to act as trustee until a newly appointed trustee and take office as a trustee.
The replacement of Trustees 262. (1) where no provision is made in the debenture or deed of trust for appointing a substitute to a trustee who is retiring, the borrower shall, within one month after becoming aware the intention of the trustee for the capital markets and services 415 retired, appointed as successor to retiring trustee is a trustee who is an eligible persons appointed or acting as trustee under section 260.
(2) the Court may, upon the application of a borrower, a holder of debentures or Commission — (a) to appoint, as trustee, a person is eligible to be appointed or act as trustee under section 260 if — (i) the trustee not elected legitimately; or (ii) the trustee no longer exist; or (b) terminate the appointment of the trustee and appoint in his place, as trustee, a person is eligible to be appointed or act as trustee under section 260 if — (i) existing trustees are not eligible to be appointed or act as trustee under section 260;
(ii) existing trustee fails or refuses to act in accordance with the provisions of the Covenants or deed or under the provisions of this Act;
(iii) a receiver is appointed over the whole or a substantial part of the assets or undertaking existing trustee and has not stalled acting under the appointment, or a petition presented for the winding up of existing trustee (other than for the purpose of and followed by a restructuring, unless during or as a result of restructuring the existing trustee becoming or declared insolvent); or (iv) the trustee is being investigated for conduct that violates the trust companies Act 1949, Trustee Act 1949, the companies Act 1965 or securities laws.
416 laws of Malaysia Act 671 (3) a borrower who contravenes subsection (1) commits an offence.
The obligation of the borrower to 263. (1) a borrower shall —
(a) endeavour to bersunguh-so to run and operate its business according to the correct and efficient way;
(b) provide a copy of the deed to — (i) a holder of debentures;
(ii) a trustee; or (iii) any other persons as permitted by the Commission, if they ask for a copy of and on payment of such reasonable sum as may be imposed by the borrower;
(c) provide all financial records and another record for inspection by — (i) the trustee;
(ii) an officer or employee of the trustee is authorized by the trustee to carry out the examination; or (iii) an approved company auditor appointed by the Trustees to carry out the inspection, and to those who carry out the examination of any information, explanation or other assistance required by that person; and (d) comply with any direction issued by the Commission under subsection 280 (1).
Capital markets and services 417 (2) a borrower who contravenes paragraph (1) (a) is not guilty of an offence.
(3) a borrower who contravenes paragraph (1) (b) or (c) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
(4) a borrower who contravenes paragraph (1) (d) commits an offence.
(5) where a borrower is in breach of paragraph (1) (b) or (c), the Commission may direct the borrower so that compliance with the provisions of the paragraph.
(6) a borrower who contravenes the directions of the Commission made pursuant to subsection (5) commits an offence.
The obligation of the borrower to replace trustee 264. (1) a borrower shall take all reasonable steps to replace a person a trustee as soon as reasonably practicable after realizing that — (a) the trustee no longer exist;
(b) the trustee not elected legitimately;
(c) the trustee shall not be eligible to be appointed or act as trustee under section 260;
(d) the trustee failed or refused to act as trustee in accordance with the provisions of the Covenants or deed or provisions of this Act;
(e) a receiver is appointed over the whole or a substantial part of the assets or undertaking existing trustee and has not stalled acting under the appointment, or a petition presented for the winding up of existing trustee (other than for the purpose of and followed by a restructuring, unless during or following the restructuring of the existing trustee or be declared insolvent); or 418 laws of Malaysia Act 671 (f) the trustee is being investigated for conduct that violates the trust companies Act 1949, Trustee Act 1949, the companies Act 1965 or securities laws.
(2) a borrower who contravenes subsection (1) commits an offence.
The borrower's obligation to notify the trustee of collateral, etc.
265. (1) where a borrower creates a collateral, the borrower shall be — (a) give particulars in writing to the trustee about the security within twenty-one days after the security was created; and (b) if the total amount to be advanced on the guarantee of the security could not be determined and advances that are not combined in a current account with the bank, creditor or any other person, provide details in writing to the trustee about the amount of each advance within seven days after the charge is made.
(2) a borrower who contravenes subsection (1) commits an offence.
The obligation of the borrower to provide quarterly reports to the trustee and the Commission 266. (1) a borrower shall, within one month after the end of each quarter — (a) submit submit to the trustee a quarterly reports indicating the information required by subsection (3), (4), (5) and (7);
(b) lodge a copy of the report with the Registrar; and (c) submit submit a copy of the report to the Commission.
Capital markets and services 419 (2) for the purposes of this section — (a) the first quarter was a period three months ended on a day specified by the borrower by written notice to the trustee, on condition that the days shall be less than six months after the first publication of a debenture under the trust deed; and (b) each subsequent quarter was for a period of three months, or for such shorter period as permitted by the Trustees in special circumstances.
(3) a report for that quarter shall include details of — (a) any breach of any limits the amount that can be borrowed by the borrower;
(b) any failure by the borrower and any guarantor to comply with the terms, provisions or covenants debenture or deed of trust or breach of the provisions of this Act during the quarter;
(c) any event occurring during the quarter which causes, or may cause, one or more of the following: (i) any amount guaranteed or payable under the debentures become payable immediately;
(ii) the debentures become effective immediately;
(iii) any other rights or remedies under these terms, provisions or covenants debenture or deed of trust that becomes effective immediately;
420 laws of Malaysia Act 671 (d) any circumstances that occurred during the quarter that will materially prejudicial — (i) the borrower, any of its subsidiaries, or any of the guarantor, as the case may be; or (ii) any guarantee or collateral included in or created by debenture or deed of trust it;
(e) any substantial changes in the nature of business of the borrower, any of its subsidiaries or the guarantor, as the case may be, that occur during the quarter;
(f) any of the following events occurred in the last quarter of the year: (i) the appointment of a guarantor;
(ii) termination of the obligation of a guarantor for the payment of the whole or part of the money that the guarantor is liable under the guarantee; or (iii) a change of name someone a guarantor;
(g) the net amount outstanding on any advances at the end of the quarter if the guarantor has created a security if — (i) the total amount for the first, on bail of the security could not be determined; and (ii) the advance shall be incorporated in a current account with the bank, creditor or any other person; and
(h) any other matter that could materially harm the interest of the debentures.
Capital markets and services 421 (4) If money is owed to the borrower during the quarter by a corporation in relation to the borrower, that is not an amount deposited by the borrower with a licensed institution in the ordinary course of business of the borrower, the report must also include details of — (a) the total amount owed by the Corporation in relation to it during the quarter; and (b) the total amount owed by the Corporation in relation to that at the end of the quarter.
(5) where a borrower has assumed the liabilities of a corporation in relation to the current quarter in the year, the report shall include details about the extent of the liabilities taken over during the quarter and extent of liabilities at the end of the quarter.
(6) for the purposes of subsection (4) and (5), the report — (a) shall distinguish between amounts owing to the acquisition of liabilities secured and not secured; and (b) may not include any deposit, loan or acquisition of liabilities on behalf of the Corporation in relation to that if the Corporation relevant to that — (i) guarantee the repayment of debentures of the borrower; and (ii) provides assurance to pledge all their wealth with in favour of the trustee for holders of debentures of the borrower.
(7) If a prospectus issued in connection with an issue, offer for subscription or purchase of, or an invitation to subscribe for or purchase, any debentures including a statement relating to a specific project or purpose for which money received by a person in response to the issue, offer or invitation that you want to use, the report shall include details of the progress that has been made towards achieving that purpose or prepare the project.
422 laws of Malaysia Act 671 (8) the report shall be — (a) made by a resolution of the directors; and (b) state the date on which the report is made.
(9) If the borrower fails to submit submit the report to the trustee, the trustee shall inform the Commission about the fact that.
(10) a borrower who contravenes this section commits an offence.
The borrower's obligation to notify the trustee and the Commission material incident occurred 267. (1) Notwithstanding section 266, one borrower shall notify the trustee and the Commission as soon as possible after the borrower is aware of — (a) on any event has occurred that has resulted or may result in, one or more of the following: (i) any amount guaranteed or payable under the debentures become payable immediately;
(ii) the debentures become effective immediately; or (iii) any other rights or remedies under these terms, provisions or covenants debenture or deed of trust that becomes effective immediately; or (b) as to any circumstances occur that may harm materially — (i) the borrower, its subsidiaries or the guarantor; or (ii) any collateral or guarantees contained in or created by debenture or deed of trust that.
(2) a borrower who contravenes subsection (1) commits an offence.
Capital market and the borrower's Obligation if the 423 Service prospectus stating the purpose or project for which the money is to be used 268. (1) If a prospectus relating to a debenture contains a statement of purpose or specific project for which the amount guaranteed or payable under debentures intended by the trust deed and the borrower intends to use to change the purpose or project for which that amount to be used after the debentures issued to holders of debentures, the borrower shall — (a) to notify the Commission; and (b) give a notice in writing which is approved by the Commission under subsection (2) to each holder of debentures.
(2) the notice referred to in subsection (1) may be approved by the Commission if the notice — (a) state the purpose or project for which the amount guaranteed or payable under debentures actually to be used;
(b) offer to repay that amount to each holder of debentures; and (c) contain any information and details as may be approved by the Commission.
(3) the borrower is not liable to repay the amount guaranteed or payable under debentures issued by the borrower under subsection (1) if the holder of the debentures does not claim in writing for the repayment of that amount within fourteen days after receipt of the notice or such longer period as may be specified in the notice.
(4) If the Commission is of the view that the purpose of the new project or inconsistent with the approval or with the terms or conditions of an approval granted under section 214 or 424 laws of Malaysia Act 671 authorization or recognition by the Commission under section 256c, the Commission may not allow the borrower to continue in the new project or purpose for which the guaranteed amount or due under the debenture to be used and ordered repayment of that amount to each person from whom the amount is received.
(5) where a borrower receives a notice referred to in paragraph 273 (2) (h), subsection 280 (4) or (5), the borrower shall be liable to repay the amount guaranteed or payable under debentures issued by the borrower to any person to whom the amount is due or from whom the amount is received.
(6) subject to subsection (4), a notice given by the borrower under paragraph (1) (b) shall have effect as if the purpose or project that is specified in the notice is the purpose or project that is specified in the prospectus.
(7) Notwithstanding subsection (1), the Commission may, at the written request of any borrower or for pleasure itself, make an order that release any person from, or approve any changes to, the requirements of this section.
(8) a borrower who contravenes this section commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
Obligations of the borrower to send directors submit financial statements
269. (1) Director for every borrower must submit to the trustee and the Commission and lodge with the Registrar of any financial statements of the borrower as specified by the Commission.
(2) subject to subsection (3), the directors shall send the borrower submit a copy of the borrower's audited annual accounts to the trustee and the Commission within two weeks from the date of the annual general meeting of the borrower.
Capital markets and services 425 (3) if the borrower is a corporation listed are required to submit information to the Commission under section 319, the borrower is not required to submit submit annual accounts terauditnya to the Commission under this section.
(4) if the directors of the borrower not sending someone to submit to the trustee a copy of any financial statements of the borrower as specified by the Commission under subsection (1) or a copy of the audited annual accounts of the borrower under subsection (2), the trustee shall inform the Commission about the fact that.
(5) where the Director a person the borrower violates or not take all reasonable steps to ensure compliance with subsection (1) or (2), each Director is guilty of an offence.
The borrower shall issue a document which is evidence of indebtedness, etc.
270. (1) the borrower shall, within two weeks or such other period as may be determined by the Commission, after receipt of money in response to an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, a number or value of certain debentures, provide to that person a document which confirms, that is evidence or which is a confirmation of the indebtedness of the borrower in respect of the receipt of the money in response to the issue of , offer or invitation that.
(2) a document issued by the borrower in respect of any money received by the borrower in response to an issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, any debentures which recommend that the person named in the document — (a) is the registered holder of a specific value or number of debentures issued by the borrower; and (b) is subject to the provisions and covenants contained in the deed of trust referred or identified in the document, shall be deemed to be a document which is evidence of the indebtedness of the borrower in respect of that money.
426 laws of Malaysia Act 671 (3) a borrower unable to receive or to continue with the subscription of an issue of debentures issued beyond the amount disclosed in the prospectus unless the borrower stated in the prospectus that — (a) explicitly that borrowers have the right to receive or continue excessive subscription; and (b) a limit which is expressed as a sum of money for a specific subscription amount of excess that can be accepted or be continued, which is an excess of not more than twenty-five per cent of the amount of the issue was demonstrated in the prospectus.
(4) a borrower who contravenes subsection (1) or (3) commits an offence.
271. The obligation of the guarantor (1) where a borrower is required to make a deed under section 258 in respect of any debentures, a guarantor in respect of the debentures shall be — (a) strive to run and operate its business properly and efficiently;
(b) to make available all of its financial records or other records for inspection by — (i) the trustee;
(ii) an officer or employee of the trustee is authorized by the trustee to carry out the examination; or (iii) an approved company auditor appointed by the Trustees to carry out the inspection, and to those who carry out the examination of any information, explanation or other assistance required by that person;
Capital markets and services 427 (c) provide any information relating to the personal guarantor itself required under subsection 266 (3) in order to be included in quarterly reports to the borrower, within fourteen days from the date the borrower asking for such information by notice in writing or in any other period of not less than fourteen days as may be specified in the notice; and (d) if the guarantor create a charge — (i) give details in writing to the trustee about the security within twenty-one days after the security was created; and (ii) provide details in writing to the trustee as to — (A) the amount of each advance made within seven days after the advance is made; or (B) if the advances are combined in a current account with a bank, a trade creditor or any other person, the net amount outstanding on the advance at the end of every three months.
(2) a guarantor who contravenes paragraph (1) (a) is not guilty of an offence.
(3) a guarantor who contravenes paragraph (1) (b) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
(4) a guarantor who contravenes paragraph (1) (c) or (d) commits an offence.
(5) If a guarantor in violation of paragraph (1) (b), the Commission may direct that the guarantor to comply with the provisions of that paragraph.
(6) any person who contravenes the directions of a guarantor Commission issued pursuant to subsection (5) commits an offence.
428 of laws of Malaysia Act 671 obligations of guarantor to send Director submit the financial statements of 272. (1) the Director for each guarantor shall submit submit to the trustee and the Commission and lodge with the Registrar of any financial statements of surety as determined by the Commission.
(2) subject to subsection (3), the Director of the guarantor shall send submit a copy of the audited annual accounts to the trustee and a guarantor Commission within two weeks from the date of the annual general meeting of the guarantor.
(3) if the guarantor is a listed corporation are required to submit information to the Commission under section 319, the guarantor is not required to submit submit annual accounts terauditnya to the Commission under this section.
(4) If the guarantor is not send Director a person submit to the trustee a copy of any financial statements of surety as determined by the Commission under subsection (1) or a copy of the audited annual accounts of the guarantor under subsection (2), the trustee shall inform the Commission about the fact that.
(5) where the Director of someone that they violate or do not take all reasonable steps to ensure compliance with subsection (1) or (2), each Director is guilty of an offence.
Duty of trustee 273. (1) the Trustees of a trust deed made under section 258 — (a) must own his satisfaction that the provisions of a prospectus, information memorandum or disclosure document relating to the debenture does not contain any item that is not in accordance with the terms, provisions and covenants debentures and the trust deed;
Capital markets and services 429 (b) must ensure that the borrower and any guarantor to comply with Chapter 7 of part IV of the companies Act 1965, to the extent it is applicable to such debenture;
(c) shall take reasonable steps to ensure that the borrower or the guarantor meremedi any breach of the terms, provisions or covenants debenture or deed of trust or any other violation of the provisions of this Act;
(d) shall inform the Commission as soon as reasonably practicable if the borrower or the guarantor fail to meremedi any breach of the terms, provisions or covenants debenture or deed of trust or any other violation of the provisions of this Act;
(e) shall, if the borrower or the guarantor fail to meremedi any breach of the terms, provisions or covenants debenture or deed of trust or any other violation of the provisions of this Act, calling a meeting of holders of debentures and present at the meeting the proposal to protect the interests of holders of debentures as may be deemed necessary or appropriate by the Trustees and their instructions; and (f) shall inform the Commission as soon as reasonably practicable if the Trustees found that the trustee is not eligible to be appointed or to act as trustee under section 260.
(2) If a proposal relating to the debenture approved under section 214, authorised or recognised by the Commission under section 256c or lodged with the Commission, the trustee shall — (a) exercise reasonable endeavours to see whether the assets of the borrower and each guarantor that is or can be used, either in warranty or otherwise, is not sufficient or is likely to be insufficient to repay the amount guaranteed or payable under debentures intended by deed the trust when it becomes payable;
430 laws of Malaysia Act 671 (b) inform the Commission as soon as reasonably practicable if — (i) the borrower has violated section 265 or 266; or (ii) a guarantor has violated paragraph 271 (1) (d);
(c) if the borrower or the guarantor fail to meremedi any breach of the terms, provisions or covenants debenture or deed of trust or any other violation of the provisions of this Act are calling a meeting of holders of debentures and present at the meeting the proposal to protect the interests of holders of debentures as may be deemed necessary or appropriate by the Trustees and their instructions;
(d) comply with any direction given to him at a meeting of the debenture holders referred to in sections 277, 278 and 279 unless — (i) the trustee is of the view that the directive is not in accordance with the terms, provisions or covenants debenture or deed of trust or provisions of this Act or otherwise be objectionable; and (ii) the trustee has either acquired, or in the process of acquiring, an order of the Court under section 282 to set aside or vary such directions;
(e) provide the holder of debentures of, a statement that describes the impact of any proposals submitted by the borrower to holders of debentures prior to any meeting that — (i) is called by the Court in relation to a scheme of arrangement or compromise under subsection 176 (1) of the companies Act, 1965; or (ii) called by the trustees under subsection 278 (1);
Capital markets and services 431 (f) apply to the Commission for a directive under subsection 280 (1) where a trustee after appropriate investigation considers that the assets of the borrower and guarantor that is or can be used, either in warranty or otherwise, is not sufficient or is likely to be insufficient to repay the amount guaranteed or payable under debentures that intended by the trust deed when it becomes payable;
(g) apply to the Court for an order under section 282 if — (i) the Trustees after appropriate investigation considers that the assets of the borrower and guarantor that is or can be used, either in warranty or otherwise, is not sufficient or is likely to be insufficient to repay the amount guaranteed or payable under debentures that intended by the trust deed when it becomes payable; or (ii) the borrower has failed to comply with orders made by the Commission under subsection 280 (1); and (h) if the prospectus relating to the debentures contain a statement about the purpose or specific projects that amount will be used and — (i) the Trustees found that the project or purpose is not achieved within the time specified in the prospectus or, if no time is specified, within a reasonable time; or (ii) the Trustees argue that the notice is necessary to protect the interests of holders of debentures, 432 laws of Malaysia Act 671 gives notice in writing to the borrower that requires it to repay the amount guaranteed or be paid under the debentures intended by the trust deed within one month after notice is given and send submit a copy of the notice to the Commission , unless the trustee is satisfied with any or all of the following: (A) that the purpose or project has been largely achieved or completed; or (B) that the interests of holders of debentures not materially prejudiced by failure to achieve or complete the project or purpose within the time stated in the prospectus or in a reasonable time.
(3) for the purposes of paragraph 2 (f) and (g), a trustee of the making of any application to the Commission or to the Court —
(a) shall take into account the nature and type of guarantee given when the debenture was first published or, if there is no guarantee given, shall take into account the position of the holder of the debentures as creditors of the borrower not guaranteed; and (b) may rely on any certificate or report given or statement made by any advocate, auditor or officers of borrower or guarantor if it has reasonable grounds to believe that the advocate, auditor or the officer was competent to give or make recommendations, reports or the statement.
(4) a trustee who contravenes subsection (1) is not guilty of an offence.
Capital markets and services 433 Exception for Trustees from liability and indemnify liabilities 274. (1) subject to this section, a the terms, provisions or covenants of a debenture or a deed of trust or a terms of a contract with the holders of debentures secured by a trust deed is void in so far as the terms, provisions or covenants, as the case may be, has the effect — (a) the exempt person's trustee of liability for violating any provision of this Act or for breach of trust or for not showing the level of care and diligence required of it as a trustee; or (b) that person indemnify the trustee against liability for violating any provision of this Act or for breach of trust or for not showing the level of care and diligence required of it as a trustee, unless the terms, provisions or covenants that — (A) discharge the trustee from liability for anything done or omitted to be done before the release of the given; or (B) allow a debenture holder meetings to approve the release of any person as a trustee from liability for anything done or left than done before the release is given.
(2) for the purposes of subparagraph (1) (B) — (a) a release approved if holders of debentures of, who voted for the resolution holds seventy-five per cent of the nominal value of debentures held by all holders of debentures that attend such meeting and voting on the resolution; and 434 laws of Malaysia Act 671 (b) a holder of debentures of, attend such meeting and to vote on the resolution if — (i) the debenture itself attend such meeting and voting on the resolution; or (ii) If a proxy is granted, the holder of debentures that are represented in the meeting by a proxy and the proxy is to vote on the resolution.
The trustee indemnified in 275. (1) a trustee shall not be liable for anything done or left than done according to the instructions given to the trustee by the debenture in any meeting called under section 277, 278 or 279.
(2) a trustee may, in addition to any other rights under the deed of trust, obtain reimbursement with refuse any money that goes into the hands of the trustee from all reasonable cost incurred in describing the impact of any proposals submitted by the borrower to holders of debentures in the circumstances set out in paragraph 273 (2) (e).
The duty of Auditors to the trustee for holders of debentures of 276. (1) an auditor of the borrower shall, within seven days after giving the borrower any balance sheet, profit and loss account or any report, certificate or other document which he is required by the companies Act 1965 or by debenture or deed of trust is to give to the borrower, send a copy of any balance sheet, profit and loss account, report, certificate or other document by post to every trustee for holders of debentures of the borrower.
Capital markets and services 435 (2) If, in the execution of his duties as auditor of the borrower, the auditor aware of any matter which, in his professional opinion, relating to the conduct and execution of powers and duties imposed on the trustee — (a) by this Act; or (b) under a deed of trust, the auditor shall, as soon as practicable after becoming aware of the matter, reported the matter to the borrower and the trustee.
(3) If, in the execution of his duties as auditor of the borrower, the auditor aware of — (a) any matter that, in his professional opinion, may be a violation of any provision of this Act; or (b) any ketidakaturan that have a material impact on the ability of the borrower to repay any amount under the debenture, the auditor shall immediately report the matter to the Commission.
(4) the Auditors shall not, in the absence of evidence of bad faith on his part, be liable for any action for defamation in the suit brought by any person in respect of any statement made in the circumstances referred to in subsection (1), (2) or (3).
(5) an auditor who contravenes subsection (1) or (2) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
(6) an auditor who contravenes subsection (3) commits an offence.
436 laws of Malaysia Act 671 Obligation of the borrower to convene a meeting of 277. (1) a borrower shall call a meeting of the holders of debentures if — (a) the holder of debentures that are you jointly hold ten percent or more of the nominal value of debentures issued intended by deed ordered lenders to do so;
(b) the instructions given to the borrower in writing at the Office of the registered holders; and (c) the purpose of the meeting was to — (i) to consider the financial statements or audited annual accounts the last sent submit to the trustee under section 269 or 272;
(ii) provide any direction that it thinks fit by the meeting to the Trustees; or (iii) consider any other matter in connection with the trust deed.
(2) where a borrower are required to call a meeting, the borrower must give notice of the time and place of the meeting to — (a) Trustees;
(b) the Auditors of the borrower; and (c) any holder of debentures of, whose name has been entered in the register of holders of debentures or record of depositors, as the case may be, under the provisions of subsection (3) and (4).
Capital markets and services 437 (3) for the purposes of subsection (2), notice to the Association a debenture must be given to the first Association is named in the register of holders of debentures or record of depositors, as the case may be.
(4) a borrower may give notice to a holder of debentures of — (a) on its own;
(b) by sending it by post to the address of the holder of the debenture holders of debentures register; or (c) in any other manner permitted by the terms, provisions or covenants debenture or deed of trust that.
(5) a notice of meeting and posted to a holder of debentures shall be considered given three days after the notice is mailed, unless the terms, provisions or covenants debenture or deed of trust that provides for otherwise.
(6) a trustee may appoint a person to chair the meeting of debenture holders called under subsection (1) and if the trustee does not exercise this authority, the holder of debentures that are present at the meeting may appoint a person to chair the meeting.
(7) a borrower who contravenes subsection (1) or (2) commits an offence.
Power of Trustees to convene a meeting of 278. (1) where a borrower or guarantor fails to meremedi any breach of the terms, provisions or covenants of a debenture or deed of trust or any breach of any provision of this Act when required by the trustee, the trustee may — (a) calling a meeting of the debenture holders;
(b) notify the holders of debentures of the failure at the meeting;
438 laws of Malaysia Act 671 (c) submitting proposals to protect the interests of holders of debentures to the meeting; and (d) request instructions from the holder of the debentures in respect of that matter.
(2) a trustee may appoint a person to chair the meeting of debenture holders called under subsection (1) and if the trustee does not exercise this authority, the holder of debentures that are present at the meeting may appoint a person to chair the meeting.
(3) a trustee entitled to been reimbursed by the borrower for any costs incurred in calling a meeting of the debenture holders under any duties or functions under this Act or any of the terms, provisions or covenants debenture or deed of trust that.
The Court may order a meeting of holders of debentures of 279. (1) without limiting the effect of section 281 or 282, the Court may make an order under one of the sections so that a meeting of all or any of the holders of the debentures held for giving instructions to the Trustees.
(2) an order made under subsection (1) may direct the trustee so that — (a) to present to the debentures of any information about the interests of the debenture;
(b) present to the holders of debentures of any proposals to protect the interests of holders of debentures may be directed by the Court or where deemed appropriate by the trustee; and (c) obtain instructions from the holder of the debentures on the protection of the interests of holders of debentures.
(3) the meeting shall be held and conducted in such manner as the Court may direct.
Capital markets and services 439 (4) a trustee may appoint a person to chair the meeting and if the trustees do not exercise this authority, the holder of debentures that are present at the meeting may appoint a person to chair the meeting.
The Commission's power to protect the interests of holders of debentures of 280. (1) the Commission may, on the application of a person the trustee under paragraph 273 (2) (f) or on its own if the Trustees of his will fails or refuses to act, issue a written instruction to a borrower that impose restrictions on the activities of the borrower such as may be deemed necessary by the Commission in order to protect the interests of holders of debentures.
(2) the Commission shall deliver the written instructions issued under subsection (1) at the registered office of the borrower in Malaysia.
(3) the Commission, in issuing a direction under subsection (1), shall first give an opportunity to the borrower to be heard in respect of the application.
(4) If a prospectus relating to any debentures contain a statement about the purpose of the particular project or the amount guaranteed or payable under the debenture to be used and — (a) the Commission found that the purpose or project is not completed within the time specified in the prospectus or, if time is not specified, within a reasonable time;
(b) the Commission is of the opinion that the notice is necessary to protect the interests of holders of debentures; and (c) a trustee in respect of debentures that fail or refuse to act under paragraph 273 (2) (h), 440 laws of Malaysia Act 671 the Commission may, after reasonable investigation, ordered the borrower in writing so as to repay the amount guaranteed or payable under debentures issued by the borrower within one month after notice is given, unless the Commission is satisfied with any or all of the following : (A) that the purpose or project that largely has been reached or completed; or (B) that the interests of holders of debentures not materially prejudiced as a result of failure to achieve or complete the purpose or project within the time stated in the prospectus or in a reasonable time.
(5) If a prospectus relating to any debentures contain a statement about the purpose or project specific guaranteed amount or due under the debenture to be used and the Commission are aware, through means other than through notification by the borrower under subsection 268 (1), the fact that the amount used or intended to be used for a purpose or project that is not specified in the prospectus , The Commission may, after reasonable investigation, ordered the borrower in writing to pay back that amount to each person from whom the amount is received or if the debentures were issued, to each holder of debentures, within one month after notice is given.
Obligation to notify the Commission, etc.
280a. (1) this section shall apply — (a) If a disclosure document or information memorandum has been lodged with the Commission or published in respect of — (i) an offer for subscription or purchase debentures;
(ii) an invitation to subscribe for or purchase debentures; or (iii) the preparation of the debentures; and capital markets and services 441 (b) if any person knowing or realizing that — (i) there is a significant change that touched a matter disclosed in the information memorandum or the disclosure document;
(ii) information memorandum or the disclosure document may contain a statement that the material or information that is false or misleading; or (iii) information memorandum or the disclosure document may contain a statement or information from whom there is omission of a material.
(2) if such person knows or aware of the things referred to in subsection (1), he shall promptly notify the person responsible for the distribution of debentures, on the matter.
(3) the person responsible for the distribution of debentures shall be once notified under subsection (2) inform — (a) the Commission; and (b) any person who has given information memorandum or document the disclosure, on matters referred to in subsection (1).
(4) the Commission shall, on being advised under subsection (3), direct any person to correct the matter, information or statements in the information memorandum or document the disclosure, or take any steps appropriate remedies, as it found necessary by the Commission.
(5) any person who contravenes this section commits an offence.
(6) for the purposes of this section, a document of disclosure does not include the prospectus.
442 laws of Malaysia Act 671 General Power of the Court to give directions and determine the question of 281. If a trustee to apply to the Court for any direction in relation to the exercise of the functions of the trustee or to determine any questions in relation to the interests of the debenture, the Court may give any directions and make any declaration or determination in relation to the matter or make any side or consequential order as he thinks fit by the Court.
Specific powers of the Court of 282. (1) where a borrower, the trustees or the Commission to apply to the Court for an order under the provisions of this Act or pursuant to any of the terms, provisions or covenants of a debenture or deed of trust, the Court may make any or all of the following order: (a) an order to suspend a civil action or proceeding in court by or against a person the borrower or guarantor;
(b) an order that a person hold a borrower from paying any money to holders of debentures or holders of any other class of debentures;
(c) an order that any guarantee for debentures it enforced immediately or at a time that the Court may direct, whether or not the debenture shall not be redeemed or are redeemable only at the time of the occurrence of a contingency;
(d) an order appointing a receiver for any property that is security for the debenture;
(e) an order limiting advertising by a borrower to obtain a loan or deposit;
Capital markets and services 443 (f) an order limiting loan by the borrower;
(g) an order which vary or revoke any order made by a court under this Act; or (h) any other order the Court thinks fit in order to protect the interests of holders of debentures of existing or prospective holders of the debentures.
(2) in deciding whether to make an order under subsection (1), the Court shall take into account the rights of all creditors of the borrower.
Subpenggal 2 – General Register of holders of debentures of 283. (1) subject to subsection (2), every borrower to issue debentures, debenture which is not a transferable title through penghantarserahan, shall keep a register of holders of debentures in the registered office or elsewhere in Malaysia.
(2) if the borrower is a company, the borrower shall comply with the provisions of section 70 of the companies Act 1965 relating to obligations of holders of debentures of a register save and register holder of debentures.
(3) the Register shall contain details of — (a) the name and address of the holder of the debentures; and (b) the amount of debentures held by them.
(4) Daf tar i tu shall be open for inspection by the shareholders or registered debenture of the borrower except when closed properly under subsection (5).
444 laws of Malaysia Act 671 (5) a register be deemed to be closed accordingly — (a) if it is closed in accordance with the provisions contained in — (i) the borrower's constituent document;
(ii) the debenture or debenture stock certificate;
(iii) a deed of trust; or (iv) any other document relating to or guarantee the debentures; and (b) if express closed for such period as may be specified in any of the documents referred to in subparagraph (5) (a) (i), (ii), (iii) and (iv), provided that such period shall not exceed, in the aggregate, thirty days in any calendar year.
(6) a borrower shall, upon request, provide a copy of the register of holders of debentures, or any part thereof, to every holder of debentures are registered or the borrower's shareholders, on payment of a reasonable amount as determined by the borrower.
(7) a copy of the register of holders of debentures referred to in subsection (6) does not need to enter the details of any debenture holder in addition to the name and address of the holder of a registered debenture and debentures held by him.
(8) if the inspection is not allowed, or copy is not provided or is not delivered within a reasonable time after a request made in accordance with this section, the borrower and every officer of the borrower in default commits an offence and shall, on conviction, to a fine not exceeding one hundred thousand ringgit.
(9) a borrower to issue debentures can save in any place outside Malaysia a branch register of holders of debentures shall be deemed to be part of the register of debentures of the borrower, and capital markets and services 445 provisions of Division 4 of part V of the companies Act, 1965 shall, with any necessary adaptations, apply to and in relation to the keeping of a register of holders of debentures of the branch.
(10) Notwithstanding the provisions of subsection (1) to (9), the Commission may, either upon written request of any borrower referred to in subsection (1) or for pleasure itself, make an order that release the borrower from, or approve any changes to, the requirements of this section relating to the maintenance of a register of holders of debentures, subject to such terms and conditions as it deems fit by the Commission.
(11) a borrower and every officer the borrower who contravenes subsection (1), (3) or (9) commits an offence and shall, on conviction, to a fine not exceeding one hundred thousand ringgit.
The specific implementation of 284. A contract with a borrower to obtain and pay for any debentures of the borrower may be enforced by an order of the specific implementation.
Debenture lasting 285. Notwithstanding any pillars of law or equity which does not allow sustainable, a debenture contained in any debentures or of any trust deed relating to a debenture shall not be void solely by reason that the debentures that — (a) cannot be redeemed;
(b) redeemable only upon the happening of a contingency, however not related whatsoever; or (c) may be redeemed after the expiration, but how long though.
446 laws of Malaysia Act 671 Issue the debentures redeemed 286. (1) where a borrower to redeem any debentures — (a) unless there is any provision to the contrary, whether expressly or implied, contained in the constituent documents of the borrower or any contract made by the borrower; or (b) unless the borrower demonstrates the intention that the debentures shall be cancelled to approve a resolution for that purpose or by any other Act, the borrower shall have and shall be deemed to have the authority to issue the debentures that, either by publishing the same debentures or publish any other debentures instead.
(2) the Publication of a debenture or the issue of a debenture in lieu of a debenture under subsection (1) shall not be counted as an issuance of debentures for the purpose of any provision limiting the amount or number of debentures that can be issued by the borrower.
(3) after the publication, the person entitled to the debentures shall have and shall be deemed to have the same priority as if debentures that were never redeemed.
(4) where a borrower to deposit any debenturnya to guarantee the advance of a current account or otherwise, the debentures shall not be deemed to have been redeemed solely by reason of the borrower's account is no longer in debit at the time the debentures remained so deposited.
Chapter 5 of unit trusts and investment scheme set interpretation of 287. In this Chapter, unless the context otherwise requires, "deed" means a document that has the effect of a deed and, if applicable, include an additional deed.
Capital markets and services 447 Requirements on trustees and deed of 288. (1) subject to subsection (2), every person who publish, offer for subscription or purchase, or make an invitation to subscribe for or purchase, any units shall be — (a) ensure that a trustee approved by the Commission under section 289 and is eligible to be appointed or to act as trustee under section 290 appointed;
(b) make a deed registered under section 293 and which meet the requirements of section 294 or ensure that there is a deed that is currently in effect that is registered under section 293 and which meet the requirements of section 294; and (c) comply with the requirements and provisions of this Act.
(2) No person except a management company approved by the Commission under section 289 or a person authorized to act on behalf of the management company approved by the Commission under section 289 may — (a) publishes;
(b) offer for subscription or purchase; or (c) to invite any person to subscribe for or purchase, any units.
(3) any person who contravenes subsection (1) or (2) commits an offence.
Approval for the trustee and 289 management company. (1) No person shall act or appointed to act as trustee or as a management company in relation to a unit trust or investment scheme set without the Commission's approval in advance to act as trustee or as a management company.
448 laws of Malaysia Act 671 (2) the Commission may, subject to such terms and conditions as the Commission thinks fit, approve — (a) a company to act as a management company of a fund or a prescribed investment schemes; and (b) a person is eligible to be appointed or act as trustee under section 290, to act as trustee of a unit trust or of an investment scheme set.
(3) the Commission may, at any time, due to the breach of a term or condition subject to her approval granted under this Term or due to a breach of this Act or of any securities laws, cancel the approval.
(4) without prejudice to subsection (1), the Commission may impose such other terms and conditions as it thinks fit during the approval still in effect, but if the proposed terms and conditions are applicable to the likely harm the interests of the management company or the trustee, as the case may be, the Commission shall give the management company or the trustee an opportunity to be heard.
(5) an application for an approval under subsection (2) shall be made to the Commission in accordance with any procedures or other requirements as determined by the Commission.
(6) a trustee or a management company which contravenes subsection (1) commits an offence.
People who can become a trustee of the 290. (1) a person is not eligible to be appointed or to act as trustee for holders of units without the approval of the Commission if the person — (a) is a shareholder who holds shares of the management company beneficially;
Capital markets and services 449
(b) is entitled beneficially to the money owed to it by the management company; or (c) is a corporation in relation to — (i) the person referred to in paragraph (a) and (b); or (ii) the management company.
(2) an application for approval by a person referred to in subsection (1) shall be made in accordance with any procedures or other requirements as determined by the Commission.
(3) Notwithstanding subsection (1), a person is not blocked from standing for election or of acting as trustee solely by reason that — (a) money owed by the company management to the trustees or any corporation relating to the trustee was money the trustee or any corporation relating to the trustee is entitled as trustee, pursuant to the provisions or the deed of covenants; or (b) the trust or Corporation in connection with the trustee, even becoming owner of the beneficiaries in the company's management, did not have the right to exercise more than one per twenty power vote at any general meeting of the company management.
(4) the Commission may, subject to such terms and conditions as it thinks fit, approve the person to be appointed or to act as a trustee if an application is made to the Commission pursuant to subsection (1).
450 laws of Malaysia Act 671 (5) in applying discretion under subsection (4), the Commission shall take into account — (a) the interest of the holder of any units; and (b) the trustee's ability to protect the interests of the unit holders as required by the provisions and covenants of the deed and the provisions of this Act.
(6) the Commission may revoke an approval given under subsection (4) if the trustee fails to comply with any term or condition imposed under subsection (4) or contravenes any of the provisions of this Act.
(7) a trustee who — (a) contravenes subsection (1);
(b) contravene a term or condition imposed by the Commission under subsection (4), commits an offence and shall, on conviction, to a fine not exceeding five hundred thousand dollars or to imprisonment for a term not exceeding three years or to both.
Existing trustees shall continue to act until a new trustee takes over the position of 291. Notwithstanding section 43 Trustee Act 1949 or any provision or covenants in deeds, an existing trustee shall continue to act as trustee until a newly appointed trustee and took over the position as trustee.
The replacement of Trustees 292. (1) where no provision is made in the deed about appointing a successor Trustee for someone who retires, the management company shall, within one month after becoming aware of the trustee's intention to retire, appoint as a replacement for retiring trustees of capital markets and services 451 is a trustee approved by the Commission under section 289 and who is an eligible to be appointed or to act as trustee under section 290.
(2) the Commission may, on the application management company, an existing unit or on their own will — (a) to appoint, as trustee, a person is eligible to be appointed or to act as trustee under section 290 if a trustee not elected legitimately or the trustee no longer exist; or (b) terminate the appointment of the trustee and appoint a substitute, as trustee, a person is eligible to be appointed or to act as trustee under section 290 if — (i) existing trustees are not eligible to be appointed or to act as trustee under section 290;
(ii) existing trustee fails or refuses to act in accordance with the provisions of the Covenants or deed or provisions of this Act;
(iii) a receiver is appointed for the whole or a substantial part of the assets or undertaking existing trustee and has not stopped acting under the appointment, or a petition presented for the winding up of existing trustee (other than for the purpose of and followed by a restructuring, unless during or following the restructuring of the existing trustee becomes or is declared as insolvent); or (iv) the trustee is being investigated for conduct that violates the trust companies Act 1949, Trustee Act 1949, the companies Act 1965 or any securities laws.
452 laws of Malaysia Act 671 (3) except for subparagraph 2 (a) (ii), a trustee shall be given an opportunity to be heard before the Commission taking any action under subsection (2).
(4) a management company which contravenes subsection (1) commits an offence.
Registration of deed of 293. (1) a management company shall submit a deed mentioned in paragraph 288 (1) (b) to the Commission for registration and the deed is not enforceable unless such registered.
(2) the Commission may, on an application for registration of the deed — (a) register the deed;
(b) register the deed in any review or subject to such terms and conditions as it thinks fit; or (c) refuse to register the deed.
(3) an application under subsection (2) shall be made in accordance with any procedures or other requirements as determined by the Commission.
(4) the Commission shall refuse to register a deed under paragraph (2) (c) if — (a) the Commission found that the deed does not comply with the requirements of this Act or any other requirements as determined by the Commission;
(b) the Fund referred to in the deed is not approved under section 214 or authorised or recognised by the Commission under section 256c; or (c) the trustee referred to in paragraph 288 (1) (a) has not been appointed for the purpose of the deed.
Capital market and Service 453 (5) subject to subsection (4), the Commission shall register a deed together with an application for the registration of the deed.
The contents of the deed of 294. A deed shall contain any provisions, covenants, requirements, information and particulars as may be specified by the Commission.
Modification of the deed through additional deed 295. (1) a modification can be made to a deed only by a deed mentioned in addition to the main deed and submitted by the management company to the Commission for registration, and a supplementary deed cannot be effective unless such registered.
(2) the Commission may, on an application for registration of an additional deed — (a) register the additional deed;
(b) register the deed in addition with any review or subject to such terms and conditions as it thinks fit; or (c) refuse to register the additional deed.
(3) the Commission shall refuse to register an additional deed under paragraph (2) (c) if the Commission finds that such additional deed does not comply with the requirements of this Act or any other requirements as determined by the Commission.
(4) an extra deed submitted for registration shall be accompanied by — (a) a resolution by not less than two-third of all unit holders in a unitholder meetings convened and held 454 laws of Malaysia Act 671 appropriate according to the provisions and covenants deed that allows modification of the proposed made to the deed; or (b) a statement of the Trustees and management companies who recommend that in the opinion of their modification, alteration or addition is not materially prejudicial to the interests of the unit holders and not have the effect that may release the trustees or the management company from any responsibility to the unit holders.
(5) the Commission may require management companies, in any application for registration of a deed of additions, to seek a resolution under paragraph (4) (a) if in the opinion of the Commission of any modification, alteration or addition to the deed can be harmful to the interests of the unit holders.
(6) an additional deed suggested modification, alteration or addition to a deed which — (a) would raise service fees or management fees annual maximum payable to company management, whether payment is made out of the property or assets of the unit trust or specified investment scheme or otherwise; or (b) will increase the maximum payment allowed to pick of the property or assets of the unit trust or investment scheme set to the Trustees in the form of remuneration for the services the trustee, shall be submitted for registration together with a resolution under paragraph (4) (a).
(7) a deed when registered under this section shall be deemed to be part of a deed intended by deed in addition for the purposes of this Act.
(8) any person who contravenes subsection (1) commits an offence.
Capital markets and 455 Service deed shall be lodged with the Commission 296. Management company shall lodge a deed with the Commission within seven days after the deed is registered under section 293 or 295.
Duties of management company 297. (1) a management company is required to make a deed under section 288 — (a) shall carry out and operate its business and unit trust schemes or investment scheme is determined, as the case may be, in the right way, diligent and efficient manner;
(b) shall carry out and operate its business under the provisions of the deed of covenants and, of this Act, any securities laws and any regulations made thereunder;
(c) shall give a copy of the deed to a unitholder or a trustee when requested a copy of the deed and on payment of such reasonable sum as may be imposed by the management company;
(d) must make available all the financial records or other records for a unit trust or investment scheme set for inspection by — (i) a trustee;
(ii) an officer or employee of the trustee is authorized by the trustee to carry out the examination; or (iii) an approved company auditor appointed by the Trustees to carry out such inspections, 456 laws of Malaysia Act 671 and gives any person carrying out the inspection that any information, explanation or other assistance required by them in respect of the record; and (e) shall make a copy of the deed is available for inspection by any member of the public without charge.
(2) except as may be prescribed by regulations made under section 378, a management company may not act as principals in the sale and purchase of securities, property and assets to and from unit trust or investment scheme set.
(3) a management company may not be abusing its position in managing the unit trust or investment scheme set to obtain, directly or indirectly, a benefit for himself or for any other person or cause harm to the interests of the units of any unit trust or investment scheme set.
(4) a management company may not, without obtaining the approval of the Trustees in advance, invest any funds under the deed in any of the securities, property and assets with which the management company or any officer of the management company has a financial interest or which the management company or any officer of the management company got something of interest.
(5) a management company in violation of paragraph (1) (a) is not guilty of an offence.
(6) the company management who contravenes paragraph (1) (c), (d) or (e) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
(7) management company in violation of paragraph (1) (b) or subsection (2), (3) or (4) commits an offence.
(8) If a management company in violation of paragraph (1) (c), (d) or (e), the Commission may direct the management company so as to comply with all or any of the provisions of that paragraph.
Capital markets and services 457 (9) the management company fails to comply with the directions of the Commission made pursuant to subsection (8) commits an offence.
Obligations of the management company to lodge a statement, etc.
298. (1) a management company —
(a) shall lodge with the Commission an annual report of the unit trust or investment scheme set within two months after the end of each financial year of the unit trust or specified investment schemes; and (b) shall send to the Commission submit any statement, document, book and such other particulars as may be required by the Commission.
(2) any document required to be so lodged with or sent submit to the Commission by a management company under subsection (1) shall be signed by at least one of the directors of the management company.
(3) a management company shall be — (a) send to every unit without charge a copy of the documents referred to in paragraph (1) (a) within two months after the end of each financial year of the unit trust or specified investment schemes; and (b) where a unitholder requesting any additional copies of the documents referred to in paragraph (1) (a), send the requested documents to the unitholders within two months after the request is received and on payment of a reasonable amount as determined by the management company.
(4) a management company shall ensure that all financial statements required to be so lodged with or sent to the Commission or who submit 458 laws of Malaysia Act 671 required to be divided into any unit holders in relation to a unit trust or investment scheme shall comply with the applicable approved accounting standards.
(5) a management company which contravenes subsection (1), (2), (3) or (4) commits an offence.
Obligations of the management company to replace trustee 299. (1) a management company shall take all reasonable steps to replace a trustee as soon as reasonably practicable after realizing that — (a) the trustee no longer exist;
(b) the trustee not elected legitimately;
(c) the trustee shall not be eligible to be appointed or to act as trustee under section 290;
(d) the trustee does not or refuses to act as trustee in accordance with the provisions of the Covenants or deed or provisions of this Act;
(e) a receiver is appointed for the whole or a substantial part of the assets or undertaking existing trustee and has not stalled acting under the appointment, or a petition presented for the winding up of existing trustee (other than for the purpose of and followed by a restructuring, unless during or following the restructuring of the existing trustee becomes or is declared as insolvent); or (f) the trustee is being investigated for conduct that violates the trust companies Act 1949, Trustee Act 1949, the companies Act 1965 or any securities laws.
(2) a management company which contravenes subsection (1) commits an offence.
Capital markets and services 459 Obligations of trustee 300. (1) a trustee shall maintain and govern all securities, property and assets of a unit trust or investment scheme and hold it on trust for unitholders in accordance with the deed, any requirements as determined by the Commission, the provisions of this Act, all applicable securities laws applicable and any regulations made thereunder.
(2) a trustee of a trust deed made under section 288 shall be — (a) satisfying itself that the provisions of a prospectus relating to any fund or scheme specified does not contain any item that is not in accordance with the provisions and covenants of the deed;
(b) exercise reasonable endeavours to see whether the management company commits any breach of the provisions of the Covenants or deed or in breach of any provision of this Act;
(c) doing everything in his power to ensure that the management company meremedi any breach of known by the Trustees to the provisions or the deed of covenants or any breach of the provisions of this Act unless the trustee is satisfied that the breach will not harm materially unitholder interests;
(d) inform the Commission as soon as reasonably practicable of any ketidakteraturan, any breach of the provisions or the deed of covenants, any breach of the provisions of this Act or anything that is not in accordance with the provisions of the prospectus, among the provisions of the Covenants or deed mentioned in paragraph (a) which, in the opinion of the Trustees, indicates that the interest of the unit holders are not treated;
460 laws of Malaysia Act 671 (e) provide to the unit holders a statement explaining the effect of any proposals submitted by the management company to unit holders in any meeting that — (i) ordered by the Court in relation to a scheme of arrangement or compromise under subsection 176 (1) of the companies Act, 1965; or (ii) called by the trustee under section 306; and (f) comply with any direction given to the trustee of the unit holder referred to in section 305 or 306, 307, unless — (i) the trustee is of the view that the directive is not in accordance with any provisions or covenants of the deed or provisions of this Act or otherwise be objectionable; and (ii) the trustee has either acquired, or in the process of acquiring, an order of the Court under section 314 to set aside or vary such directions.
(3) a trustee who contravenes subsection (1) or (2) is not guilty of an offence.
The duty of the Trustees to roll scheme 301. (1) If a management company in pelikuidasian or if, in the opinion of the trustee, a management company has been halted from doing business or fails to comply with any provision or covenants of the deed or contravenes any of the provisions of this Act, so harmful to unitholders, the trustee shall call a meeting of the unitholders of — (a) by sending a notice by mail of the proposed meeting at least twenty one days before the proposed date of the meeting , to each unit in the capital markets and services address 461
Unitholders last known or, in the case of joint holders, to unitholders with whose name appears first in the record of the management company at the address unit holders with last known; and (b) by post, at least twenty-one days before the date of the proposed meeting, an advertisement that gives notice of the meeting in a national daily newspapers, the national language and in one other newspapers as approved by the Commission.
(2) if in any meeting called under subsection (1), a resolution approved by a majority of the number of representing at least three quarters of the value of the units held by the unit holders vote in the meeting so that the unit trust schemes or specified investment scheme wound up, the trustee must apply to the Court to obtain an order confirming the ruling.
(3) the Court, on application by the trustee, if satisfied that the resolution that is in the interest of unit holders, can confirm the ruling and may make such order as he may deem necessary or expedient for the winding up of the Fund or scheme specified.
(4) a trustee who contravenes subsection (1) or (2) is not guilty of an offence.
Duties of management companies and the trustees under General Law 302. The duties of a management company and a trustee of the imposed on them by this Act and deed is in addition to and not a reduction of duties otherwise imposed on them by any other law.
462 laws of Malaysia Act 671 Exception for Trustees from liability and indemnify liabilities 303. (1) subject to subsection (2), a provision or covenants contained in a deed or the terms of a contract with unitholders is void in so far as provisions, covenants or, as the case may be, has the effect — (a) exclude any person as a trustee under a deed from liability for violating any provision of this Act or for breach of trust or for not showing the level of care and diligence required of it as a trustee; or (b) that person's liability indemnify the trustee against liability for violating any provision of this Act or for breach of trust or for not showing the level of care and diligence required of it as a trustee.
(2) subsection (1) cannot be menidaksahkan — (a) any release otherwise validly given that in respect of anything done or omitted to be done by a person of the trustee before the release is given; or (b) any other provisions, covenants or conditions that allow such relief is given — (i) on an agreement for that purpose by a majority of not less than three fourth of the unit holders who voted at a meeting called for that purpose; and (ii) whether on a particular act or omission or when the trustee cease from action.
Capital markets and services 463 trustee indemnified in 304. (1) a trustee shall not be liable for anything done or omitted than done following an instructions given to it by the unit holders in any meeting called under section 305, 306 or 307.
(2) a trustee may, in addition to any other rights under the deed, get reimbursement by subtracting from any moneys received by the trustee of a management company, all reasonable costs made in describing the impact of any proposals submitted by the management company to unit holders in the circumstances set out in paragraph 300 (2) (e).
Duties of management company convene a meeting of unitholders 305. (1) a management company shall call a meeting of unitholders if — (a) not less than fifty holders or one-tenths of all units directing the management company to do so;
(b) the instructions given to the management company in writing at the Office of the registered holders; and (c) the purpose of the meeting was — (i) to consider the latest financial statements of the unit trust or specified investment schemes;
(ii) to provide any direction as he thinks fit to the Trustees; or (iii) to consider any other matter relating to the deed.
464 laws of Malaysia Act 671 (2) If a management company are required to convene a meeting under subsection (1), the management company shall do so within twenty-one days after the instructions given to the management company in writing at the Office of the registered holders.
(3) If a management company are required to convene a meeting under subsection (1) or pursuant to any provision or covenants of the deed, the management company shall give notice of the time and place of the meeting that — (a) by sending a notice by mail of the proposed meeting at least seven days before the date of the meeting suggested that, to each unit holder at the address unit holders last known , in the case of unit holders in association, to unitholders in association whose name appears first in the record of the management company at the unitholder's address last known in association; and (b) by post, at least fourteen days before the date of the proposed meeting, an advertisement that gives notice of the meeting in a national daily newspapers, the national language and in one other newspapers as approved by the Commission.
(4) at a meeting called by a provision or covenants contained in a deed shall be held at such time and at the place specified in the notice and the ads, which shall be a time not later than two months after the giving of the notice and — (a) by any person appointed for that purpose by the unitholders present at the meeting; or (b) if the appointment has been made, is chaired by a nominee the trustee,
and shall be carried out according to the deed or, if the deed does not make any provisions, as directed by the Chairman of the meeting.
Capital markets and services 465 (5) a notice of meeting and posted to the unit holders shall be deemed given three days after the notice is mailed, unless the deed provides for otherwise.
(6) a management company which contravenes subsection (1), (2) or (3) commits an offence.
Power of Trustees to convene a meeting of 306. (1) If a management company fails to meremedi any breach of the provisions of the Covenants or deed or any breach of the provisions of any securities laws or regulations made thereunder when required by the trustee, the trustee may — (a) calling a meeting of unitholders;
(b) to notify the unit of failure in the meeting;
(c) to submit proposals to protect the interests of unitholders; and (d) request the instructions in relation to the matter of income.
(2) a trustee may appoint a person to preside at a meeting of unitholders called under subsection (1) and if the Trustees did not enter this power unit holders who are present at the meeting may appoint a person to chair the meeting.
The Court may order a meeting of unitholders 307. (1) without limiting the effect of Section 314, the Court may make an order that held a meeting for all or any of the unit holders to provide instructions to the Trustees.
466 laws of Malaysia Act 671 (2) an order made under subsection (1) may direct the trustee so that — (a) present to the unitholders of any information on the importance of the unit holder;
(b) present to the unitholders of any proposals to protect the interests of unitholders as instructed by the Court or where deemed appropriate by the trustee; and (c) the instructions of the unit holders on the protection of the interests of the unit holders.
(3) the meeting shall be held and conducted in such manner as the Court may direct.
(4) a trustee may appoint a person to chair the meeting and if the trustees do not exercise this authority, the unitholders present at the meeting may appoint a person to chair the meeting.
Express unit 308. (1) every company shall keep a register management unit and enter into the register — (a) in the case of a unitholder who is an individual, your name, address, identification number issued under the National Registration Act 1959 [Act 78], if any, of the individual; or (b) in the case of unit holder that is a corporation, the name, registered office and registration number of the Corporation, if applicable.
(2) a management company shall be entered into the register of — (a) the number of units held by each unit holder;
(b) the date the name of each person included in the express it as a unit holder;
Capital markets and services 467 (c) date of the termination of any person of a unit; and (d) any information or other details about the unit, for a period of seven years.
(3) Notwithstanding anything in subsection (1) and (2), a management company may save names and particulars relating to a person who ceases to be unitholders of unit trust or investment scheme specified in a register separately.
(4) the register of unitholders shall be prima facie evidence of any matter entered into it in accordance with the provisions of this Act.
(5) If a unit trust or investment scheme set has more than fifty unitholders, the management company shall, unless the register of unitholders itself is in the form of forming an index, keep an index the unit holder's name in the form of a simple and shall, within fourteen days after the date on which any alteration is made in the register of the unit holders , make any necessary alteration in the index.
(6) the Index shall, in respect of each unit, containing sufficient indications to allow account holders in the register that can be.
(7) any person who contravenes subsection (1), (2), (5) or (6) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
Where express 309 should be stored. (1) a register of the unit holders and index shall be kept at the registered office of a company management in Malaysia.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
468 laws of Malaysia Act 671 Closure and inspection of 310. (1) a management company may, by giving notice of not less than fourteen days notice to the Commission, close the express unit holders at any time, but there are no any part of the register may be closed for more than an aggregate of thirty days in any calendar year.
(2) any unitholder may request the management company to give an extract from the register in so far as it related to draw his name, his address, the number of units held by him and the amount paid for the units, and the management company shall, when paid as advance a reasonable fee as may be required by him, cause any extract requested it be sent to that person within twenty one days or within such periods as the Commission considers reasonable in the circumstances of the starting from the day after the date the request is received by the management company.
(3) a management company which contravenes subsection (2) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
Power of court to correct the check-311. (1) any unit holder, trustee or other person aggrieved by an entry or ketidakmasukan, or re-entering or ketidakmasukan, any name in the register may apply to the Court for rectification of the register, and the Court may reject the application or may order rectification of the register and the payment by the company management for any loss incurred by any party to the application.
(2) the Court may, on an application under subsection (1), decide —
(a) any question relating to the title of any person who is a party to the application to enter into or capital markets and services 469 issuing from the register, whether the question arises between unitholders or unitholders alleged, or between the registered unitholder or registered unitholder alleged, at a party with the company management on the part of others; and (b) in General, any question necessary or expedient to be decided for making corrections to express it.
Express 312 branches. (1) Notwithstanding the provisions of section 308, a management company may cause to be deposited in any place outside Malaysia an express branch unit a unit trust or investment scheme prescribed shall be deemed to be part of the register of unitholders.
(2) a management company shall submit submit to the Commission a notice about the location of the Office where such branch register kept and of any change of the location and, if the branch office is closed directly, about its closing, and any such notice shall be sent submit within one month after the opening or closing Exchange or Office, as the case may be.
(3) a register shall be kept in accordance with the branch in the same way as major are required to register kept by this Act.
(4) a management company shall deliver to the Office where the principal kept a copy of the register of every entry in the register of branches as soon as practicable after the entry is made, and shall cause to be stored in the Office, a copy of its branches, entered accordingly from time to time, who shall for all purposes of this Act be deemed to be part of the main register.
(5) a management company may close a register branches and with the closure of all the entry in the register shall be transferred to the other branch register or to express the principal.
470 laws of Malaysia Act 671 (6) any person who contravenes subsection (2), (3) or (4) commits an offence and shall, on conviction, to a fine not exceeding fifty thousand ringgit.
The rights of the trustee, executor, administrator in relation to unit holders who die 313. (1) a trustee, executor or administrator of the estate of any person who is registered or entitled to be registered as beneficially holds units of any unit trust or investment scheme set can be registered as a unitholder in respect of the holding of the dead as trustee, executor or administrator of the estate and is, in respect of the holding, are entitled to the same rights that should be if the holdings of the dead remain registered under the name of the dead that.
(2) a unit that is held by a trustee, executor or administrator of the dead in respect of a particular trust may, with the agreement of the management company, indicated in the register or the register of the branch in a way that allows the units identified as held in respect of the trust.
(3) except as provided in this section no notice of any trust Express, implied or constructive obligation may be included in a register or branch register, and no liability can be affected by anything done pursuant to subsection (1) or (2) or in accordance with any law outside Malaysia which is equal to the provisions of this section.
Power of court to make order of 314. (1) the Court may make any order it considers appropriate to safeguard the interests of the unit holders which currently existing or prospective unitholders.
(2) where a trustee to apply to the Court to get any direction in respect of the implementation of the functions of the trustees or to determine any questions in relation to the interests of unitholders, the Court can capital markets and services 471 give any direction or making any declaration or determination in relation to the matter which the Court considers appropriate, including any incidental or consequential orders as may be necessary.
Disapplication of Chapter 5 part VI 315. (1) the provisions of Chapter 5 part VI shall not apply to an issue, an offer or invitation made to a person or class of persons, or made in respect of a unit trust or investment scheme or a class of the unit trust or investment scheme set as the Minister may, on the recommendation of the Commission, to prescribe by order published in the Gazette.
(2) a designation made under subsection (1) may determine the provisions of Chapter 5 of part VI for which an issue, an offer or invitation is not applicable.
(3) the Minister, on the recommendation of the Commission, may from time to time by order published in the Gazette, amend, delete, add, replace, or otherwise amend the appointment made under subsection (1) and on the publication of such a designation such as altered, cut, added, replaced or otherwise amended, shall be in force and have full effect and shall be deemed to be an integral part of this Act from the date of publication of such or such later date as may be specified in the order.
6 term of the Islamic capital market Products, Islamic securities, etc.
Subpenggal 1 — General Interpretation 316. (1) in this Chapter, unless the context otherwise requires — "Islamic derivative" means a derivative that is structured in compliance with Shariah principles;
472 laws of Malaysia Act 671 "Islamic structured product" means a structured product is structured to comply with Shariah principles;
"structured products" has the meaning assigned to it in the relevant Commission guidelines with structured products;
"the Islamic capital market products" means — (a) Islamic securities;
(b) a unit trust is structured in compliance with Shariah principles;
(c) Islamic derivatives;
(d) a private pension scheme is structured in compliance with Shariah principles;
(e) any products or calculation based on securities or derivatives, or any of its affiliates that is structured in compliance with Shariah principles; or (f) any other products which may be prescribed by the Minister under section 5 as an Islamic capital market products;
"Islamic securities" means — (a) shares of the body corporate or non-profit organizations corporations, which have been classified as Shariah compliant by the Shariah Advisory Council;
(b) units in the unit trust schemes or prescribed investment scheme is structured in compliance with Shariah principles;
(c) a structured product of Islam; or (d) the sukuk are structured in compliance with Shariah principles;
and includes any rights, options or interests in respect of which comply with Shariah principles;
Capital markets and services 473 "sukuk" have the same meaning assigned to it in the Commission's guidelines in respect of Islamic securities.
(2) subject to subsection (1), Islamic securities does not include any Negotiable Instruments Islamic meeting the requirements of the following: (a) the issuance of Negotiable Instruments was Islam by a licensed institution eligible or Islamic banks that adhere to any standard issued by Bank Negara under Islamic financial services Act 2013 [Act 759] applicable to Negotiable Instruments Islam; and (b) the maximum period of Negotiable Instruments of Islam does not exceed five years.
Subpenggal 2 — Islamic capital market Products Islamic capital market Products 316a. (1) an Islamic capital market products was capital market products for the purpose of securities laws.
(2) the Commission may determine in the guidelines made under section 377 of the following: (a) any model agreements or documentation that relates to a transaction or arrangement in respect of Islamic capital market products;
(b) the duties and responsibilities of the different parties involved in a transaction or arrangement in respect of Islamic capital market products; and (c) such other matters as he thinks fit, in effect completely to the Shariah principles in relation to a transaction Islamic capital market products.
474 laws of Malaysia Act 671 Subpenggal 3 — Islamic securities 316b Islamic securities. (1) Islamic securities are securities for the purpose of securities laws.
(2) any proposal, scheme, transactions, arrangements, activities, products or matters relating to Islamic securities shall comply with the requirements under securities laws and guidelines issued by the Commission.
Appointment by the Minister in respect of Islamic securities, derivatives of Islam or Islamic capital market products, etc.
316c. Where the Minister has made a designation under section 5 in respect of Islamic securities, derivatives of Islam or Islamic capital market products, the Minister may make any modifications in the setting of the use of the expression in the securities laws as may be necessary to give full effect to the principles of Shariah respect Islamic securities, derivatives of Islam or the Islamic capital market products.
Application of Division 4 of part VI of this Act 316d. Any reference to "borrower" in Chapter 4 of part VI of this Act shall be construed as a reference to "sukuk" or "Publisher Publisher product berstrukturkan Islam" for the purposes of the application of the provisions for sukuk or Islamic berstrukturkan products.
316e – 316h. (Struck by A1499 Act].
Capital markets and services 475 part VII APPLICABLE to a CORPORATION LISTED on the duties of Chief Executive and a Director of a listed corporation to disclose interests in securities 317. (1) unless exempted by the Commission in writing, a person who is a Director or Chief Executive of a listed corporation, which has an interest in securities of the listed corporation or any corporation associated with the listed corporation shall notify the listed corporation in writing — (a) as to the existence of his interest at the time; and (b) the extent of its interest in the listed corporation or the associated corporation of the listed corporation at the time.
(2) the Chief Executives or directors of a corporation listed on the listed corporation shall notify immediately in writing of the occurrence, when he became a Chief Executive or Director of the Corporation is listed on it, any of the following events: (a) any event as a result of which he became interested, or cease to be of interest, in securities of the listed corporation or any associated corporation of the listed corporation;
(b) the making of a contract by it to buy or sell any securities in the listed corporation or any corporation associated with the Corporation listed in which he has an interest;
(c) the assignment by him to any other person a right conferred upon him by the listed corporation to subscribe for securities in the listed corporation;
476 laws of Malaysia Act 671 (d) the grant to him by a corporation to another, to be an associated corporation of the listed corporation, a right to subscribe for securities in the associated corporation, the exercise of such rights conferred upon him and the assignment by him to any other person such rights granted it; and (e) any event as a result of which a corporation becomes an associated corporation of the listed corporation that, if immediately after the incident that he has an interest in securities of the Corporation.
(3) subsection (2) does not require a notification by a person of the occurrence of an event which reach its knowledge after he cease to be a Chief Executive or Director.
(4) where the Commission deems necessary for the management of the securities law, the Commission may require a corporation listed to submit to the Commission any information which has been notified under subsection (1) and (2).
(5) for the purposes of this section — (a) "Chief Executive" and "Director" includes spouse, child or parent of such Director or Chief Executive; and (b) the exemption granted to the Chief Executive or the Director under subsection (1) shall not exclude the Chief Executive or Director intended to comply with section 135 of the companies Act 1965.
Conduct prohibited by the directors or officers of the Corporation listed 317a. (1) a Director or officer of a listed corporation or any corporation that berhubungannya shall not do or cause a person to do anything with the intention of causing the loss of one of the listed corporation or of any corporation that berhubungannya irrespective of whether the conduct resulted in the loss of one of the real.
Capital markets and services 477 (2) of this section are in addition to and does not cut any law relating to the duty or liability of directors or officers of a corporation listed.
(3) any person who contravenes subsection (1) commits an offence and shall, on conviction, be punished by imprisonment for a term not less than two years but not exceeding ten years and to a fine not exceeding ten million dollars.
(4) for the purposes of this section — "property" has the same meaning as in section 138;
"wrong losses" means losses of assets in a way that may be illegal to which the losses people legally entitled law;
"Director" includes any person who is a Director, Chief Executive Officer, Chief Operating Officer, chief financial controller or any other person that are mainly responsible for the operation or management of a company, whatever name called.
Loss of qualification of Chief Executives or directors of the Corporation listed 318. (1) any person — (a) to which subsection 130 (1) of the companies Act 1965 applies; and (b) which intend to apply for permission from the Court to be a Director or organiser of a listed corporation, or directly or indirectly has an association in, or to participate, or engage, in the management of the listed corporation, shall provide to the Commission a notice not less than ten days about his intention to apply for, and the Commission shall be a party in the proceedings.
478 laws of Malaysia Act 671 (2) in the hearing of any application referred to in subsection (1), the Commission may — (a) against granting permission to an application; or (b) apply to the Court for not allowing that person to be a Director or organiser of a listed corporation, or directly or indirectly has an association in, or to participate, or engage, in the management of a listed corporation that, for any longer period of more than five years as the Court may think fit.
(3) Notwithstanding subsection 130 (1) of the companies Act 1965, if the Commission found that by reason of any Chief Executive or Director of a corporation listed on — (a) has been convicted of an offence under a law of securities;
(b) action has been taken against him under section 199, 200, 210, 211, 354, 355 or 356 or subsection 201 (5) or (6), or section 360; or (c) has been compounded for an offence under section 373, Chief Executives or directors are not eligible, either directly or indirectly has an association in, or to participate, or engage, in the management of the listed corporation, the Commission may apply to the Court to dismiss from Office the Chief Executive or Director of the Corporation the listed or prevent the Chief Executive or the Director of a Director or Chief Executive of any public company for such period of time as may be determined by the Court.
(4) the Commission may require the Chief Executive or Director intended in an application under subsection (3) or Corporation listed in which the Chief Executive or the Director of Office — (a) provide to the Commission such information regarding the Affairs of the listed corporation; and capital markets and services 479 (b) shows and allow inspection of any book or document on or in connection with the listed corporation, as required by the Commission for the purpose of determining whether or not to make an application under subsection (3); and if the Chief Executive or Director concerned contravenes any requirement under this section, the Court may, on the application of the Commission, made an order requiring Chief Executives or directors that comply with it in such a time as may be determined by the Court.
(5) where in an application under subsection (3), the Court is satisfied — (a) that the Chief Executive or Director of the Corporation is listed on that — (i) has been convicted under a securities laws;
(ii) has taken action against him under section 199, 200, 210, 211, 354, 355 or 356, or subsection 201 (5) or (6), or section 360; or (iii) has been compounded for an offence under section 373; and (b) that perlakuannya as a Chief Executive or Director of the Corporation the listed makes it ineligible, directly or indirectly, have relevance, or to participate, or engage, in the management of the listed corporation, the Court may make an order that the Chief Executive or Director may be removed from Office with effect from the date specified in the order, notwithstanding anything in any other written law or any restrictions contained in the memorandum of Association of the company and listed corporation that, and, in particular, notwithstanding such restrictions it about maximum or minimum number of Directors in the Corporation listed on it.
480 the laws of Malaysia Act 671 (6) a Chief Executive or Director who was fired from Office under subsection (5) shall cease from Office from the date specified in the order, and shall not be after that hold any other position in the listed corporation or in any way, whether directly or indirectly, have relevance in, or participate , or participate, in any activity, the affairs or business of the listed corporation or in connection with the listed corporation.
Submission information 319. (1) a listed corporation shall cause to be submitted to the Commission — (a) a copy of the annual accounts terauditnya; and (b) the interim financial reports and periodically, at the same time the document presented, announced or made available to the Exchange.
(2) a listed corporation shall notify the Commission in writing — (a) of any change of registered address of business or Corporation listed on it;
(b) if the Chief Executive or any Director of the Corporation listed on the cease from Office as Chief Executive or Director; and (c) the name and details of any Chief Executive or Director of the Corporation listed on the new, within two weeks from the occurrence of the Exchange or the incident.
(3) a listed corporation and its Director shall cause to be kept such accounting and other records that will adequately can settle transactions and financial position of the Corporation of the listed corporation and capital markets and services 481
the berhubungannya and allowing the profit and loss account and the balance sheet is true and fair and any document required to be attached together to provided from time to time, and shall cause the records to be kept in such form that allows easily and should be audited.
(4) a listed corporation shall ensure that the Corporation retain records referred to in subsection (3) for seven years after the completion of the transaction or the operation of each question.
(5) a person who contravenes this section commits an offence.
The duty of the Auditors of the Corporation listed 320. (1) where an auditor, in the implementation of its duties as auditors of a listed corporation, argues in a professional manner that breaches or non-performance of any requirements or provisions of the securities laws, breach of any rules of the stock exchange, or any matter affecting the material at the extent of the financial position of the Corporation the listed, the auditor shall immediately submit a written report about that — (a) in the case of default or non-performance of any requirements or provisions of securities laws , to the Commission;
(b) in the case of default or non-performance of any stock exchange rules, to the relevant stock exchange and the Commission; or (c) any other matters that affect material at the extent of the financial position of listed corporation that, to the relevant stock exchange and the Commission.
482 laws of Malaysia Act 671 (2) no auditor may be liable to be sued in any court for any report submitted by auditors that in good faith and in its intention to perform any duty imposed on the auditor under this section.
(3) the Commission may, at any time during or after an audit, the listed corporation that auditors require that — (a) submit any additional information in relation to the audit as may be determined by the Commission;
(b) expand or add to the scope of the internal audit on the business and Affairs of the Corporation are listed in accordance with any other means or to the extent as may be determined by the Commission;
(c) conduct any specific inspection or conducting any procedure in any particular case;
(d) to submit a report on any matter referred to in paragraphs (a) to (c); or (e) submit a report in ter im about any matter referred to in paragraphs (a) to (d), and the Commission may specify the period within which any requirement to be complied with by the Auditors and can define the remuneration shall be paid by the Corporation the listed to the Auditors in respect of.
(4) the auditor shall comply with any requirement of the Commission under subsection (3) and the listed corporation shall provide remuneration to the auditor for encashment by it all or any additional obligations under this section.
Capital markets and services 483 (5) where the listed corporation does not give any remuneration to the Auditors as required under subsection (4), the Auditor can sue and get remuneration is as a debt due to the Auditors.
(6) the listed Corporation shall provide any information and to provide access to such information as may be required by the Auditors in respect of fulfilment by him will all or any additional obligations under this section.
(7) for the purposes of this section, "Auditors" have the same meaning as defined under section 31a of the Malaysian Securities Commission Act 1993.
False or misleading financial statements of listed corporation 320a. (1) one cannot influence, force, misleading or authorize any person involved in — (a) the preparation of financial statements of listed corporation or any corporation berhubungannya; or (b) the implementation of the audit of the financial statements of the Corporation t e r r a t i a sena au any pe rbadanan a berhubungannya, to do anything that he knows or reasonably ought to knowingly render financial statements or audited financial statements be false or misleading in material details.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, be punished by imprisonment for a term not less than two years but not exceeding ten years and to a fine not exceeding ten million dollars.
484 laws of Malaysia Act 671 Protection for people against retaliation for making a report to the authorities in certain circumstances 321. (1) where a Chief Executive, any officer who is responsible to provide or approve financial statements or financial information, an internal auditor or Secretary of a listed corporation, notwithstanding the plant, has been in carry out its work has reasonable belief about any matter that may or will result in a breach or non-performance of any requirements or provisions of securities laws or breach any rules of the stock exchange or any matter that may affect the material at the extent of the financial position of the listed corporation and any person who mentioned earlier to report about that — (a) in the case of violation or non-performance of any requirements or provisions of the securities laws, to the Commission;
(b) in the case of violation or non-performance of any stock exchange rules, to the relevant stock exchange or to the Commission; or (c) any other matters that affect material at the extent of the financial position of listed corporation that, to the relevant stock exchange or to the Commission, the Corporation listed shall not be fired, are discriminatory, further promoted, suspend or interfere with the course of employment or a legitimate source of income, Chief Executive, any officer who is responsible to provide or approve financial statements or financial information, the internal auditors or the Secretary , the listed corporation as a result of the report submitted by any such person.
(2) the Chief Executive Officer is responsible to provide or approve financial statements or financial information, the internal auditor or Secretary of the Corporation listed cannot be sued against him in any court for any report submitted by that person in good faith and the intent to carry out its duties.
(3) for the purposes of this section, "Secretary" means a person referred to in section 139 of the companies Act 1965.
Capital markets and services 485 part VIII SELF-REGULATORY ORGANIZATION 322 Interpretation. For the purposes of this part, "Chief Executive", "Director" and "officer" includes any person holding office or perform the functions of Chief Executive Officer and Director, by whatever name called and "Chief Executive", "Director" and "officer" shall have the same meaning as in subsection 2 (1).
Recognition of self-regulatory organization 323. (1) the Commission may, with the agreement of the Minister, if he or she thinks appropriate in the public interest or for the protection of investors by notice published in the Gazette, declare a person is as a self-regulatory organization recognized, subject to such terms and conditions as the Commission thinks fit, if it is satisfied that — (a) that the person in fulfilling its obligations under section 324 will not act contrary to the public interest and in particular the interests of investors;
(b) that person shall be able to take appropriate action against its members and any other persons to whom the rules apply;
(c) the person has financial resources, manpower and other resources sufficient to carry out its functions;
(d) the person is fit and proper and meet the criteria or standards referred to in section 64, or any stock exchange rules or derivative exchanges, as the case may be;
(e) such person is managed by fit and proper and that meet the criteria or standards referred to in section 65, or any stock exchange rules or derivative exchanges, as the case may be;
486 laws of Malaysia Act 671 (f) the person has that staff are competent to carry out its functions; and (g) rules the person has satisfactory provisions — (i) to promote the protection of investors;
(ii) to promote the pemerlakuan fair to its members and any person seeking membership;
(iii) not to include a person who is not fit and proper person from becoming members or appointed as Chief Executive, Director or officer;
(iv) to encourage appropriate regulation and surveillance over its members;
(v) to encourage appropriate behavior standards on its members;
(vi) to manage any conflicts of interest that may arise between its interest with the interest referred to in subsection 324 (1);
(vii) to ensure that there is fair representation in the membership of its governing body;
(viii) to ensure that members and his officers are properly complied with securities laws, regulations and guidelines issued by the Commission and, if applicable, the rules of the stock exchange, central clearing of derivatives exchanges, approved or depositories;
(ix) to prohibit the use of any information by a member or an officer that can lead to limb or the officer making unfair profits;
Capital markets and services 487 (x) for the dismissal, suspension, pendisiplinan or sentencing of a member if a member violates securities laws, regulations and guidelines issued by the Commission and, if applicable, the rules of the stock exchange, central clearing of derivatives exchanges, approved or depositories; and (xi) to allow members of the aggrieved appeals against any decision of a recognized self-regulatory organization.
(2) the Commission may, in declaring someone as a recognized self-regulatory organization, require that person to provide any information to the Commission as may be deemed necessary by the Commission.
(3) a person who — (a) with intent to deceive, makes or gives; or (b) with known to authorize or permit made or given, any statement or report that is false or misleading with respect to the information submitted to the Commission referred to in subsection (2) commits an offence and shall, on conviction, to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or both.
The duty of a recognized self-regulatory organization 324. (1) a recognized self-regulatory organization shall ensure that in exercising any of its powers or perform any of its functions, powers or functions shall be carried out in the public interest, taking into account in particular the need to protect investors.
488 laws of Malaysia Act 671 (2) a recognized self-regulatory organization shall immediately inform the Commission if it is aware of — (a) any matter affecting or likely to affect the interest of investors; and (b) any breach of any provisions of the securities laws by its members.
(3) without prejudice to subsection (2), when a recognized self-regulatory organization, dismiss, or suspend any Member, or otherwise discipline any of its members, it shall, within seven days, give the Commission in writing of the details of the following: (a) the name of the Member;
(b) the reasons for and the type of action taken;
(c) the amount of the fine;
(d) the period of suspension, if any; and (e) any other disciplinary action taken.
(4) a self-regulatory organization recognized not to be decided under kaedah-kaedahnya that affect the rights of a person unless a recognized self-regulatory organization that has given the affected person an opportunity to make representations to a recognized self-regulatory organization on the matter.
(5) Notwithstanding the provisions of subsection (4), if a recognized self-regulatory organization assumes that any delay in decision making is likely to affect the public interest or the need to protect investors, a recognized self-regulatory organization can decide without giving an opportunity to be heard.
Capital markets and services 489 rules recognized self-regulatory organization
325. (1) Any proposed rule or any amendment proposed to the existing method of a self-regulatory organization recognized cannot take effect unless it is approved by the Commission under subsection (3).
(2) where a recognized self-regulatory organization plan to make any amendments to the kaedah-kaedahnya, a recognized self-regulatory organization shall submit to the Commission: (a) the text of the amendment proposed; and (b) an explanation of the purpose of the proposed amendment.
(3) the Commission shall, within six weeks of the receipt of any amendment proposed under subsection (2), give notice in writing to the self-regulatory organization recognized that that it approve or not approve the proposed amendment or any part of the proposed amendment, as the case may be.
(4) the Commission may, by notice in writing, declare any class rules of a self-regulatory organization recognized as a class of rules amendments thereto does not require the approval of the Commission under subsection (3), and thus that, any amendment to the rules of a self-regulatory organization recognized belonging to that class shall, subject to subsection (5) and (6), will take effect even if it is not approved such under subsection (3).
(5) where the Commission is of the view that any amendment to the rules of a self-regulatory organization recognized under subsection (4) are not included in class methods declared by the Commission under that subsection as does not require his approval, the Commission may, after consultation with self-regulatory organization recognized that, requires a recognized self-regulatory organization is submitting the amendment for his approval under subsection (3).
490 laws of Malaysia Act 671 (6) Notwithstanding any other provisions of this section, the Commission may, from time to time, after consultation with self-regulatory organization, recognized by notice in writing require the self-regulatory organization recognized that amend or add to any kaedah-kaedahnya in such manner and within such period as may be specified in the notice.
(7) a self-regulatory organization recognized who contravenes subsection (2) or contravenes a requirement made under subsection (5) or a written notice under subsection (6) commits an offence.
Appointment of directors recognized self-regulatory organization 326. (1) No appointment, election or nomination of any person the Director or Chief Executive of a recognized self-regulatory organization may be made without prior Commission approval.
(2) a recognized self-regulatory Organization shall ensure that at least one third of the number of Directors in lembaganya is an independent public interest according to such criteria as may be determined by the Commission.
The authority to issue instructions on the self-regulatory organization recognized 327. (1) if the Commission is satisfied that — (a) conflict occurs or can occur between the importance of a recognized self-regulatory organization or its members to the importance of the implementation of the necessary functions or duties conferred by this Act, kaedah-kaedahnya or any guidelines issued by the Commission pursuant to section 377;
Capital markets and services 491 (b) any conflict of interest has occurred or already exists in the circumstances made it possible conflict of interest that would be continuous or repeated; or (c) a recognized self-regulatory organization that has not run its functions or meet its obligations under subsection 324 (1) or kaedah-kaedahnya or any guidelines issued by the Commission pursuant to section 377, the Commission may deliver a written notice to the Organization a recognized self-regulatory stating the reasons in support of the reasons for the notice and order the self-regulatory organization recognized it immediately to take such steps as are specified in the notice , including measures relating to any of the Affairs, business or property for the purpose of managing conflict of interest situations or things that may pose a conflict of interest and the exercise of its functions and the fulfilment of its obligations satisfactorily.
(2) a notice served under subsection (1) shall take effect immediately.
(3) a recognized self-regulatory organization that has served a notice under subsection (1) cannot be without reasonable cause, fails to comply with the notice.
(4) a recognized self-regulatory organization that has served a notice under subsection (1) may appeal against the notice to the Commission not later than fourteen days after the date of service of the notice or such longer period, if any, as may be determined by the Commission in the notice, but the notice shall have effect immediately even if the appeal has been or may be made under this subsection.
(5) without limiting the generality of subsection (1), the Commission may issue any other command to a recognized self-regulatory organization if deemed necessary by the Commission in the public interest or for the protection of investors.
492 laws of Malaysia Act 671 withdrawal of recognition of 328. (1) the Commission may, with the consent of the Minister, revoke the recognition granted under subsection 323 (1) where — (a) a recognized self-regulatory organization that has not started operations within six months from the date published in the Gazette under subsection 323 (1);
(b) the Commission is not satisfied that the self-regulatory organization recognized that carry out or perform functions or duties under kaedah-kaedahnya or any guidelines issued by the Commission pursuant to section 377;
(c) a recognized self-regulatory organization that has violated any terms and conditions imposed under subsection 323 (1);
(d) a recognized self-regulatory organization that contravenes any of the provisions of the securities laws or any guidelines issued pursuant to section 377 or fails to comply with any direction of the Commission and, if applicable, the rules of the stock exchange, central clearing of derivatives exchanges, approved or depositories;
(e) a recognized self-regulatory organization that is being wound up or otherwise dissolved;
(f) a debt judgment against a recognized self-regulatory organization that is not settled in full or in part;
(g) a receiver, a receiver and Manager, or an equivalent has been appointed, in respect of any property a recognized self-regulatory organization that;
Capital markets and services 493 (h) a recognized self-regulatory organization that — (i) on a pleasure itself has applied to the Commission to discontinue the operation as a recognized self-regulatory organization; or (ii) has been determined by the Commission as having been halted its operation as a recognized self-regulatory organization;
(i) any information provided for the purposes of section 323 are false or misleading in material particulars; or (j) a recognized self-regulatory organization that has violated any direction the Commission issued under section 327.
(2) a recognition granted under subsection 323 (1) cannot be withdrawn unless the Commission has informed the organization recognized that self-regulation of intention and the grounds for the action of the Commission, and to the regulatory organization itself recognized the opportunity to make representations to the Commission.
Protection for a recognized self-regulatory organization 329. A recognized self-regulatory organization, officer or employee of a recognized self-regulatory organization or members of a recognized self-regulatory organization shall not be liable for any loss sustained by or damage caused to any person as a result of anything done or omitted by them in the implementation of the powers, functions and duties made in good faith in connection with the function of regulatory or self-regulatory organization supervision which the recognised.
494 laws of Malaysia Act 671 account and report in respect of a recognized self-regulatory organization 330. (1) the provisions of Subpenggal 6 of Division 4 of part III shall apply to the appointment, dismissal and resignation of an auditor and auditors of the account of a self-regulatory organization recognized.
(2) within three months after the end of each financial year, a recognized self-regulatory organization shall submit to the Commission a report on the extent to which it has complied with the terms and conditions imposed under subsection 323 (1), the requirements imposed on it under this part and kaedah-kaedahnya or any guidelines issued by the Commission pursuant to section 377.
(3) the Commission shall immediately send a copy of the report referred to under subsection (2) to the Minister.
(4) on receipt of a report under subsection (2), the Commission may at any time if it deems it necessary to do so — (a) carry out an audits on self-regulatory organization recognized it;
(b) appoint any independent person to assist the Commission in an audit; and (c) impose the costs of conducting the audit on the self-regulatory organization recognized that.
(5) the Commission shall as soon as practicable submit to the Minister a copy of the audit report carried out by the Commission under subsection (4).
The provision of assistance to the Commission 331. (1) a recognized self-regulatory organization shall give any assistance to the Commission, or to a person acting on behalf or under the authority of the Commission, as may be reasonably required by the capital market and services the Commission or the person 495 including assigning any statement, and the provision of any information relating to the operation of the self-regulatory organization recognized that or any other information required by the Commission or the person for the proper administration of securities laws.
(2) a person who is refused or not, without a legitimate reason, helping the Commission or any person acting on behalf of, or authorized by, the Commission, in accordance with subsection (1) commits an offence and shall, on conviction, to a fine not exceeding five hundred thousand dollars or to imprisonment for a term not exceeding three years or both of each.
Part IX CAPITAL MARKET DEVELOPMENT FUND establishment of capital market development fund 332. (1) there shall be established a fund named capital market development fund, called "Funds" in this section.
(2) the Fund shall be administered by the Board of capital market development fund, called the "Board" in this section, which shall act as trustee for the Fund.
(3) the Commission shall be responsible to assist the Board in the Administration and management of the day to day affairs of the Fund.
The Fund's assets that make up 333. The Fund shall consist of — (a) any shares in order to Fund under paragraph 4 (1) (d) of the Demutualisasi (Kuala Lumpur Stock Exchange) 2003 [Act 632];
(b) the results obtained in relation to the sale of shares referred to in paragraph (a);
496 laws of Malaysia Act 671 (c) any sum of money as may be assigned from time to time for the purposes of this part by Parliament;
(d) all donations and gifts received by the Board for the Fund;
(e) all interest, dividends and other income as a result of the investment fund; and (f) all sums of money or other property that may be in such a way become payable to or vested in the Fund.
The objectives of the Fund, etc.
334. (1) the objectives for which the Fund may be used are as follows: (a) the promotion of capital market in Malaysia to be a market that are efficient, innovative and competitive internationally;
(b) development and improvement of skills and expertise required by the capital market in Malaysia;
(c) development of self-regulation by market bodies and professional associations in the Securities and derivatives industry; and (d) development and support of high quality research and development programmes and projects relating to the capital market in Malaysia.
(2) the Fund shall be expended for the purpose of — (a) the payment required to be made by the Fund in accordance with its objectives;
(b) pay any expenses lawfully incurred by the Fund, including fees and cost, and the remuneration of persons employed or to be employed by the Board, including lending, retirement allowances or remuneration;
Capital markets and services 497 (c) pay any expenses, costs or other expenses incurred or received properly by the Board, for the purposes of its powers and perform its duties; and (d) generally pay any expenses for carrying out the provisions of this part and related to the administration of the Fund.
(3) the Minister may approve the payment of Funds for any cost, expense or other payments for the purposes other than the purposes specified in subsection (2) in line with the objectives of the Fund.
Membership Of The Board Of 335. (1) members of the Board shall be appointed by the Minister and the Board shall consist of — (a) the Chairman of the Commission, as a member ex officio, who shall be the Chairman;
(b) the Deputy Chief Executive of the Commission, as ex officio member;
(c) senior representative Exchange holding company; and (d) four other members who have knowledge and experience in finance, business, law or other relevant experience.
(2) if the Chairman is absent or unable to act due to illness or any other reason, Deputy Chief Executive of the Commission shall act as Chairman of the Board replacing the place.
(3) the Board shall not be entitled to receive such remuneration but may be paid any honororium and travel and subsistence allowance as determined by the Minister.
498 laws of Malaysia Act 671 (4) the Board shall have such powers and shall perform any duties conferred or imposed by this Act or as may be prescribed from time to time by the Minister and may by instrument in writing delegate to any person all or any of the powers or duties of the.
336. The term of Office (1) subject to subsection (2), a member of the Board, other than ex officio members referred to in subsection 335 (1), shall hold office for a period not exceeding three years and are eligible for re-election.
(2) in the case of the Chairman of the Commission and Deputy Chief Executive of the Commission, who shall be a member ex officio of the Board, their terms of Office as a member of the Board is the period of his appointment as Chairman of the Commission and Deputy Chief Executive of the Commission under the Securities Commission Act 1993.
Resignation and revocation of appointment of 337. (1) the Board may, at any time resign his Office by a written notice addressed to the Minister.
(2) the Minister may at any time revoke the appointment of a member of the Board if it thinks fit.
Vacation of post 338. The position of Member of the Board shall be vacated if — (a) he dies;
(b) he has been convicted of any offence involving fraud or dishonesty;
(c) he becomes bankrupt;
Capital markets and services 499 (d) he is not of unsound mind or otherwise is unable to meet its obligations;
(e) he does not attend three consecutive meetings of the Board except with the permission given by the Minister; or (f) he is guilty of a serious misconduct in relation to his duties under this Act.
Quorum and procedure 339. (1) the Board shall meet as frequently as possible to perform the functions and duties under this part.
(2) Four members of the Board shall form a quorum at any meeting of the Board.
(3) subject to this section, the Board shall determine its own procedure.
(4) the Board may invite any person to attend any meeting or deliberation of the Board for the purpose of advising it on any matter under discussion, but any person so attending shall have no right to vote at the meeting or deliberation.
(5) subject to section 340, if on any question to be determined there is an equality of votes, the Chairman shall have a casting vote in addition to the votes normally.
Disclosure of interest 340. (1) a member of the Board who have directly or indirectly by himself, his spouse or his children, any interest in any matter under discussion by the Board shall disclose to the Board the fact that interest and the kind of interest that.
500 laws of Malaysia Act 671 (2) a disclosure made under subsection (1) shall be recorded in the minutes of Board meetings, and after the disclosure — (a) the Member can not take part or are present in any deliberation or decision of the Board;
(b) a member shall not be counted for the purpose of forming a quorum of the Board in relation to that matter; and (c) no act or proceeding of the Board can ditidaksahkan on the ground that any member of the Board has violated the provisions of this section.
341 Funds Preservation. (1) be the duty of the Board to maintain the Fund in accordance with the provisions of this section or any regulations made under this section.
(2) the Board may invest the money funds available for investment in such manner as the Board may, by any regulations prescribed by the Minister, be allowed to invest.
(3) without prejudice to the generality of section 335, the Board may by instrument in writing delegate all or any of the powers and functions under subsection (2) to any employee or person appointed by him.
(4) the Board may pay to any person appointed under subsection (3) a fee for any services rendered in the discharge of any powers or functions delegated to the person under that subsection.
Financial year 342. For the purposes of this part, the Fund's financial year shall commence on one January and ends on thirty-one December every year.
Capital markets and services 501 Account and audit 343. (1) the Board shall keep or cause to be kept proper accounts and other records in respect of the operations of the Fund and shall prepare a statement of accounts in respect of each financial year.
(2) the Board shall, not later than three months after the end of each financial year, cause the account Funds audited by an auditor appointed by the Board.
(3) at the end of each financial year and as soon as the audited accounts of the Fund, the Board shall cause a copy of the statement of accounts submitted to the Minister, together with a report which deals with the investment of funds in the previous financial year and containing any information relating to the proceedings and policy Board as directed by the Minister from time to time.
The power of the Minister with respect to the Board of 344. The Minister may provide to the Board any direction of a General pursuant to this section with respect to the exercise and performance of the functions of the Board and the Board shall give effect to such directions.
345. The Dissolution Of The Fund (1) if the Minister is satisfied that the money in the Fund's credit is not sufficient to achieve fully the objectives referred to in section 334, the Minister may, by notification in the Gazette, to dissolve the Fund and transferring all assets and money living in credit funds to other funds have objectives similar to the Fund.
(2) if the Fund is dissolved under subsection (1) and no other funds that meet the provisions of subsection (1) with regard to its objectives, assets and money living in credit Funds shall be transferred to the Federal Consolidated Fund.
502 laws of Malaysia Act 671 power to make Regulation 346. The Minister may make such regulations for the better carrying out of the provisions of this section or as may be necessary or expedient for — (a) fully enforce the provisions of this section;
(b) carry out or achieve the objectives and purposes of this part; or (c) the implementation of more, better or easier provisions of this section.
part IXa of the SYSTEMIC RISK MANAGEMENT in the CAPITAL MARKET 346a-346d. (Struck by A1499 Act).
Part X 1 Term INFORMATION DISCLOSURE Application Application this section 347. (1) this section shall not apply to a licensed institution and an Islamic banks apart from a licensed institution which holds a capital markets services licence.
(2) except as provided under subsection (3), this section is not to investigate the Affairs of a client of a licensed institution or bank Islam other than a licensed instituti holds a capital markets services licence.
Capital markets and services 503 (3) the Commission shall seek the help of the Central Bank if the Commission is of the view that there is a need to examine the books of a licensed institution or bank Islam apart from a licensed institution which holds a capital markets services licence, in relation to the Affairs of a client of a licensed institution or bank Islam for the purpose of investigating the Affairs of the customers.
Chapter 2 Information Disclosure Commission to require production of Power books 348. (1) the Commission may, at any time, if it thinks there is sufficient reason to do so, in writing — (a) give directions to — (i) a holding company Exchange, a stock exchange or a bursa derivatives;
(ii) a member of the Board of a holding company, an Exchange or a stock exchange bursa derivatives;
(iii) any person who became or has become either alone or jointly with another person or another person, a holder of a capital markets services licence;
(iv) a nominee controlled by the person referred to in subparagraph (iii) or controlled you jointly by two or more persons who are at least one of whom is the person referred to in that subparagraph; or (v) any person becomes or has been an officer or employee, or agent, advocates and solicitors, auditors or others acting on such nature for or on behalf of, a holding company of bursa, bursa, bursa derivatives or a person referred to in subparagraph (ii), (iii) or (iv), 504 laws of Malaysia Act 671 requiring submission, to the Commission, any book as such book in relation to — (A) the business or Affairs of a holding company of bursa, bursa or bursa derivatives, as the case may be;
(B) any business in securities or trading in derivatives;
(C) any advice regarding any securities or derivatives or the production or broadcasting reports or analysis of any securities or derivatives;
(D) the nature or the financial position of, or any business carried out by, a person referred to in subparagraph (iii) or (iv); or (E) an audit, or any person's report of Auditors, business in securities or any accounts or records a capital markets services licence holders; or (b) give directions to any person require the submission, to the Commission, any books relating to the matters referred to in subparagraph (a) (A), (B), (C), (D) or (E) is in the custody or under the control of the person: provided that the book is not required to be submitted at any time and in any place that can interfere with proper ordinary day-to-day journey that person.
(2) a reference in subsection (1) on business in securities or business carried out by a person includes a reference to business in securities by a person as trustee or business carried out by a person as trustee, as the case may be.
(3) if the Commission require the production of any books under this section and one has a lien over the book, presentation of the book does not affect the lien.
Capital markets and services 505 (4) If the Commission exercise the powers under this section to require the other person to produce books — (a) if the book is submitted, the Commission — (i) may take possession of the book and make copies of, or take extracts from, the books;
(ii) may require the other person or any person who is a party in the compilation of the book make a statement which gives clarification on any of the book;
(iii) may retain the book as long as deemed necessary by the Commission; and (iv) shall allow the other person, when giving a reasonable notice and the determination of the book, have access to the book that is in the possession of the Commission; or (b) if the book is not submitted, the Commission may require the other person — (i) States, during which he know and trust, where the book can be found; and
(ii) identify the person, all that he knew and believed, on have custody over the book and stated, during which he should know and believe, where the person on mentioned can be found.
(5) the powers conferred by this section to make a requirement on a person, if that person is a body corporate, includes a body corporate which is being wound up, or used to be a body corporate, which is a body corporate that is dissolved, cover the needs of any person who became or has become an officer of the body corporate.
506 laws of Malaysia Act 671 (6) if in the opinion of the magistrate, based on information given in writing and after such inquiry as it considers necessary, that there is reasonable cause to believe that there are certain premises book, which its production required by virtue of this section, and that has not been submitted in compliance with the requirements, a magistrate may issue a warrant gives the Commission or any person named in the warrant powers , with or without the help of — (a) to search the premises, breaking open and search any closets, drawers, boxes, box, package or container, whether a fixture or not, the premises; and (b) to take possession of, or care that is not interrupted, any book that looks as books, that its production is required.
(7) the powers conferred under subsection (6) is in addition to, rather than detract from, any other powers provided by law.
(8) in this section "premises" includes any structure, building, aircraft, vehicle, vessel or place.
349 offences. (1) any person who contravenes a requirement made under section 348 commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
(2) a person who provides information or make any statement pursuant to section 348 that is false or misleading in material details commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Capital markets and services 507 (3) any person who prevents or menghadang the Commission or any other person in the exercise of any power under section 348 commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
The power to determine the form and means of production of 350. (1) where under any provision of this Act — (a) any person is required; or (b) the powers given to the Commission to require any person, submit to the Commission any information, statement or document, the Commission may determine that information, statement or document presented by any form or manner and within such period or at such intervals as shall be determined by the Commission.
(2) information, statement or document referred to in subsection (1) may be submitted: (a) in writing;
(b) in visual recordings (either stationary or moving image);
(c) in the sound recording; or (d) by means of any electronic recording, magnetic, mechanical or any other recordings, for any material, substance, object or thing.
Protection of 351. (1) where — (a) the Commission makes a requirement under section 348 against someone advocates and solicitors in respect of a book; and 508 laws of Malaysia Act 671 (b) the book containing the protected communication made by or on behalf of or to a barrister and solicitor on its properties as a barrister and solicitor, barrister and solicitor entitled to refuse to comply with it unless the person to whom or by him or on his behalf the communication is made or, if the person is a body corporate under the receipt or are being wound up , the recipient or liquidator, as the case may be, agree for advocates and solicitors comply with that, but if advocates and solicitors refused to comply with a requirement, a barrister and a solicitor shall immediately give written notice to the Commission the name and address of the person to whom the communication is made, or by whom.
(2) any person who contravenes subsection (1) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
352. The disclosure to the Commission (1) the Commission may require a licensee of capital market services, which carries on the business of dealing in securities to disclose to the Commission in respect of any acquisition or disposal of securities, any information including the name of the person from whom or through it or on its behalf the securities acquired or to whom or through it or on its behalf the securities disposed of and the kind of instruction that is provided to the licensee in respect of the acquisition or disposal of it.
(2) the Commission may require a licensee of capital market services, which carries on the business of dealing in derivatives disclose to the Commission in respect of any derivative, any information including the name of the person from whom or through it or on its behalf that derivatives are traded, and the kind of instruction given to the holder.
Capital market and Service 509 (3) the Commission may require any person who has acquired or dispose of securities or derivatives to disclose to the Commission, whether he acquire or dispose of securities or derivatives, as the case may be, as trustee for, or for or on behalf of, another person and, if he acquire or dispose of securities or derivatives such as trustee for, or for or on behalf of , others, disclose the name of the other person and the type of any instructions given to the person who first mentioned in respect of the acquisition or disposal of it.
(4) the Commission may require — (a) a stock exchange to disclose to the Commission, in connection with an acquisition or disposal of securities in the stock market the stock exchange, the name of the participant organisation acting in the acquisition or disposal; or (b) a bursa derivatives disclose to the Commission, in respect of the business in derivatives, derivatives exchange name combination that carries out the trades.
(5) any person who contravenes the requirements of the Commission under this section commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Disclosure of information relating to dealing in securities or dealing in derivatives 353. (1) the Commission may require a person to disclose to the Commission, in connection with any business in securities or trading in derivatives whether or not that business is conducted on behalf of another person — (a) the name, and the particulars sufficient to identify the person from whom, through it or on its behalf the securities or derivatives are sold or traded, as the case may be;
510 laws of Malaysia Act 671 (b) types of instructions given to that person in respect of the business in securities or trading in derivatives;
(c) details of business in the securities, including — (i) the particulars of the securities traded; and (ii) the details of the consideration given or received for the business in the securities or any other transaction in respect of the business in the securities; and (d) details of the business in derivatives, including — (i) details of derivatives traded; and (ii) the details of the consideration given or received for the business in derivatives or any other transaction in respect of the business in derivatives; and (e) any other information that is in the possession of such person as may be determined by the Commission as deemed by it expedient for the due administration of this Act.
(2) any person who contravenes a requirement of the Commission under subsection (1) commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
Part XI ADMINISTRATIVE and CIVIL ACTIONS the Commission Power to 354. (1) if any person — (a) any violation of this Act in addition to the provisions of part V and Division 2 part VI or any securities laws; or capital markets and services 511 (b) fails to comply with, follow, enforce or implement — (i) the rules of a stock exchange, central clearing approved or depositories;
(ii) any written notice, instructions, guidelines or practice notes issued or imposed, by the Commission; or (iii) what – what rules of a self-regulatory organization i recognized, in the circumstances the person imposed the obligation to comply with, follow, enforce or implement rules, written notice, instructions, guidelines, practice notes or conditions that, that person has committed a breach.
(2) without limiting the generality of paragraph (1) (b), the following person shall be deemed to apply the obligation to comply with, follow, enforce or execute methods of a stock exchange, central clearing passed, depositories or recognized self-regulatory organization, as far as the rules in relation to purporting that person: (a) a holding company of bursa;
(b) a stock exchange;
(c) a central depository;
(d) an approved clearing centre;
(e) a participant;
(f) a participant's organization;
(g) a depository participant;
512 laws of Malaysia Act 671 (h) a corporation have submitted a proposal under part VI or who has been admitted to the official list of a stock exchange and are not removed from the official list and a person associated with the Corporation;
(i) a recognized self-regulatory organization;
(j) any person to whom the rules of a stock exchange, a clearing Center, approved a central depository or a recognized self-regulatory organization, as the case may be, applies;
(k) the Director or an officer of the person referred to in paragraph (a) to (i);
(l) the Advisor of the corporation referred to in paragraph (h) in connection with any suggestions or transactions of the Corporation;
(m) the Publisher and each Director a Publisher at the time of the issuance of a prospectus;
(n) a person who agrees or causes himself named and is named in the prospectus as a Director or as consented to become a Director, either immediately or after an interval of time;
(o) an organiser in respect of the preparation of a prospectus;
(p) any person named in the prospectus with consent, as has made a statement that was included in the prospectus;
(q) any person named in the prospectus with consent, as stock brokering, brokering stocks or underwriter;
Capital markets and services 513 (r) a trustee approved by the Commission under section 260;
(s) a trustee approved by the Commission under section 289;
(t) a management company approved by the Commission under section 289; or (u) any other person an obligation under any guidelines issued by the Commission has been charged.
(3) If a person has committed a breach and the Commission is satisfied that it is desirable in all the circumstances to take action against that person, the Commission may take any one or more of the following actions: (a) order the person who broke it to conform to, follow, enforce or implement any rules, provisions, prior written notice, instructions, practice notes, conditions or guidelines;
(b) impose a penalty commensurate with the severity of the breach on the person who commits the violation, but in any event not exceeding one million dollars;
(c) to censure those who breach it;
(d) require the person who broke it in order to take such steps as directed by the Commission to meremedi or reduce the impact of the breach, including making restitusi to any other person aggrieved by a breach thereof;
(e) in the case of a breach of part VI or guidelines issued pursuant to part VI, refused to accept or consider any submission under part VI;
514 laws of Malaysia Act 671 (f) in the case of a person the organiser or the Director of a corporation, in addition to actions that can be taken under paragraph (a) to (e) above, the following actions may be taken by the Commission:
(i) impose a moratorium on, or prohibit any trade or business in the securities of the Corporation, or in any other security deemed fit by the Commission by the organiser or the Director or any person related to the organiser or the Director; or (ii) issue a public statement that has the impression that, in the opinion of the Commission, appointment by the Director that is prejudicial to the public interest.
(4) the Commission cannot take any action under subsection (3) without giving the person who broke the opportunity to be heard.
(5) for the purposes of paragraph (3) (d), in determining whether or not restitusi should be made by a person who defaults, the Commission shall take into account — (a) profits accruing to those who breach it; or (b) whether one or more persons have experienced loss or otherwise affected by the breach.
(6) (struck by A1406 Act).
(7) nothing-nothing in this section shall prohibit — (a) the Commission from taking any action which the Commission is empowered to take under this Act or any securities laws against those who breach; and (b) the holding company Exchange, stock exchange, central clearing approved depositories or, as the case may be, from taking any actions under the relevant rules.
Capital markets and services 515 (8) If a person has failed to pay a penalty imposed by the Commission under paragraph (3) (b), of the penalty imposed by the Commission can be sued against him and being recovered as a civil debt due to the Government of Malaysia.
(9) without prejudice to any other remedies, if a direction under paragraph (3) (d) has the default person requires to make restitusi in the form of the payment of money, and those who breach it failed to pay the restitusi, the Commission may sue over and get the restitusi as a civil debt due to the person aggrieved by the default.
(10) as far as any amount that was claimed under paragraph (3) (d) or subsection (9) is not distributed because of difficulties identifying or notify the person aggrieved, the amount shall be — (a) paid to the compensation fund of capital market maintained under part IV; or (b) held save by the Commission to pay for — (i) the cost of developing and facilitating educational programmes for capital market investors and professionals; or (ii) the cost of regulating the capital market, as may be determined by the Commission, with the approval of the Minister.
The power of the Commission to take action on derivatives exchanges, clearing Center approved, etc., for not complying with the rules, regulations, etc.
355. (1) If any person — (a) any violation of this Act in addition to the provisions of part V and Division 2 part VI or any securities laws; or 516 laws of Malaysia Act 671 (b) fails to comply with, follow, enforce or implement — (i) the rules of a derivatives exchange or central clearing approval;
(ii) any written notice, instructions, guidelines or practice notes issued or imposed, by the Commission; or (iii) what – what rules of a self-regulatory organization i recognized, in the circumstances the person imposed the obligation to comply with, follow, enforce or implement rules, written notice, instructions, guidelines, practice notes or conditions, that person has committed a breach.
(2) without limiting the generality of paragraph (1) (b), the following person shall be deemed to apply the obligation to comply with, follow, enforce or execute methods of a derivatives exchange, clearing Center approved or recognized self-regulatory organization, as far as the rules applicable in respect of purporting to be with that person: (a) a holding company of bursa;
(b) a derivative exchanges;
(c) an approved clearing centre;
(d) a combination;
(e) a recognized self-regulatory organization;
(f) any person to whom the rules of a bursa derivatives, clearing Center approved or recognized self-regulatory organization, as the case may be, applies;
(g) the Director or an officer of the person referred to in paragraph (a) to (d); or capital markets and services 517 (h) any other person an obligation under any guidelines issued by the Commission have been imposed in respect of a business, investment or fund management advice with respect to derivatives.
(3) If a person has committed a breach and the Commission is satisfied that it is desirable in all the circumstances to take action against that person, the Commission may take any one or more of the following actions: (a) direct holding company of bursa or bursa derivatives, as the case may be — (i) suspend trading on the derivatives market in a certain class of derivatives;
(ii) restrict transactions in the derivatives market as of the close of derivatives;
(iii) defer for a period specified, the date of completion for all derivatives or for a certain class of derivatives made in the derivatives market;
(iv) cause a certain derivatives made in the derivatives market or each derivatives included in a class of certain derivatives made so, that — (A) is closed immediately as a result of derivatives derivative of a match with the same type of a price or value equal to the price or value specified by bursa derivatives thereof; or (B) diinvoiskan back to a date stated in the price or value specified by bursa derivatives thereof;
518 laws of Malaysia Act 671 (v) require a derivatives made in the derivatives market or each derivatives included in a class of certain derivatives made so, that met with — (A) offers a lot of a negotiable instrument shall be determined by the derivatives exchange, which the quality or have been determined by the derivatives exchange, is different from the quality or standard of instruments specified in the derivative; and (B) offer a price that is adjusted by an amount determined by the derivatives exchange with regard to quality or standard instrument referred to in subsubperenggan (A);
(vi) require any combination of the derivatives exchange that act in the manner specified in relation to trade derivatives on the derivatives market for derivatives exchanges or in connection with the trade in a certain class of derivatives;
(b) order the person who broke it to conform to, follow, enforce or implement any rules, provisions, prior written notice, instructions, practice notes, conditions or guidelines;
(c) impose a penalty commensurate with the severity of the breach of the breach in that, but in any event not exceeding one million dollars;
(d) to censure those who breach it;
(e) require the person who broke it in order to take such steps as directed by the Commission to meremedi or reduce the impact of the breach, including making restitusi to any other person aggrieved by a breach of that.
Capital markets and services 519 (4) the Commission cannot take any action under subsection (3) without giving the person who broke the opportunity to be heard.
(5) for the purposes of paragraph (3) (e), in determining whether or not restitusi to be made by a holding company of bursa, bursa derivatives, clearing Center passed, Director, officer or a combination may be, or any other person concerned, the Commission shall take into account — (a) profits accruing to the holding company of bursa, bursa derivatives, clearing Center passed, Director, officer or affiliate or any other person concerned; or (b) whether any person has suffered loss or otherwise affected by the breach.
(6) (struck by A1406 Act).
(7) nothing-nothing in this section shall prohibit — (a) the Commission from taking any action which the Commission is empowered to take under this Act or any securities laws against those who breach; and (b) the holding company of bursa, bursa derivatives clearing centre or approved, as the case may be, from taking any actions under kaedah-kaedahnya.
(8) If a person has failed to pay a penalty imposed by the Commission under paragraph (3) (c), of the penalty imposed by the Commission can be sued against him and can be retrieved as a civil debt due to the Government of Malaysia.
(9) without prejudice to any other remedies, if a direction under paragraph (3) (e) has the default person requires to make restitusi in the form of the payment of money, and those who breach it fails to pay the restitusi, the Commission may sue over and get the restitusi as a civil debt due to the person aggrieved by the default.
520 laws of Malaysia Act 671 (10) as far as any amount that can be obtained under paragraph (3) (e) or subsection (9) is not distributed because of difficulties identifying or notify the person aggrieved, the amount shall be — (a) paid to the compensation fund of capital market maintained under part IV; or (b) held save by the Commission to pay for — (i) the cost of developing and facilitating educational programmes for capital market investors and professionals; or (ii) the cost of regulating the capital market, as determined by the Commission, with the approval of the Minister.
Power with respect to compliance with the license terms, etc., by persons licensed 356. (1) if any person licensed — (a) contravenes or fails to comply with, follow, enforce or implement any of the requirements or provisions of this Act, any securities laws, written notice, instructions, guidelines, practice notes, any conditions, or restrictions on, a licence granted under or pursuant to this Act; or (b) carry out or leave from performing any act in respect of any business carried out by a person licensed pursuant to a licence granted under or pursuant to this Act, likely to — (i) harm the interests of a client of the licensed person; or (ii) adversely affect the public interest, the licensed person has committed a breach.
Capital markets and services 521 (2) where a licensed person has committed a breach and the Commission is satisfied that it is desirable in all the circumstances to take action against the licensed person, the Commission may take one or more of the following actions: (a) order the person who fails to conform to, follow, enforcing or exercising any of the requirements or provisions of this Act, any securities laws , a written notice, instructions, guidelines, practice notes, any conditions, or restrictions on, a licence granted under or pursuant to this Act, as the case may be;
(b) impose a penalty commensurate with the severity of the impact of the breach on the person who broke it, but in any event not more than one million dollars;
(c) to censure those who breach it;
(d) require the person who fails to take any measures as directed by the Commission to meremedi or reduce the impact of the breach, including making restitusi to any other person aggrieved by a breach of that.
(3) the Commission cannot take any action under subsection (2) without giving the person who broke the opportunity to be heard.
(4) for the purposes of paragraph (2) (d), in determining whether restitusi be made by the person who defaults, the Commission shall take into account — (a) profits accruing to those who breach it; or (b) whether any person has suffered loss or otherwise affected by the breach.
(5) (struck by A1406 Act).
522 laws of Malaysia Act 671 (6) Nothing in this section shall prevent the Commission from taking any action which the Commission is empowered to take under this Act or any securities laws against those who default.
(7) If a person has failed to pay a penalty imposed by the Commission under paragraph (2) (b), of the penalty imposed by the Commission can be sued against him and being recovered as a civil debt due to the Government of Malaysia.
(8) without prejudice to any other remedies, if a direction under paragraph (2) (d) has require people who default to make restitusi in the form of the payment of money, and those who breach fails to pay the restitusi, the Commission can sue and get the restitusi as a civil debt due to the person aggrieved by the default.
(9) as far as any amount that can be obtained under paragraph (2) (d) or subsection (8) shall not be distributed because of difficulties identifying or notify the person aggrieved, the amount shall be — (a) paid to the compensation fund of capital market maintained under part IV; or (b) held save by the Commission to pay the costs of — (i) develop and facilitate educational programs for professional and capital market investors; or (ii) regulating the capital market, as determined by the Commission, with the approval of the Minister.
Civil liability of people who violate securities laws 357. (1) any person who suffers loss or damage caused by, or as dependent on another person's conduct, that contravenes any of the provisions of part VI or any regulations made under this Act may obtain the amount of the loss or damage with the capital markets and services 523 civil proceedings against the other person whether or not other people have been charged with an offence in respect of the infringement or whether or not a breach has been established in a prosecution.
(2) Notwithstanding the provisions of any written law relating to the limitation of time, an action under subsection (1) may be commenced at any time within six years from the date the cause of action accrued or the date on which the person referred to in subsection (1) is aware of the violation, whichever is later.
The Commission can get lost or loss of 358. (1) the Commission may, if it deems that it is in the public interest to do so, obtain on behalf of a person who suffers loss or damage is caused by or because depending on, conduct another person in violation of any provision of part VI or any regulations made under this Act, the amount of the loss or damage by initiating civil proceedings against the other person whether or not other people have been charged with an offence in respect of the infringement or whether or not an infringement has been proved in a prosecution.
(2) Notwithstanding the provisions of any written law relating to the limitation of time, an action under subsection (1) may be commenced at any time within six years from the date the cause of action accrued or the date on which the Commission is aware of the violation, whichever is later.
(3) any loss or damage be obtained by the Commission under subsection (1) shall apply — (a) first, to pay all costs of spare parts to the Commission investigation and proceedings in respect of the infringement; and (b) second, to compensate those who suffered loss or damage caused by, or as dependent on another person's conduct, that contravenes any of the provisions of part VI or any regulations made under this Act.
524 laws of Malaysia Act 671 (4) If the Commission is of the view that it is not practical to compensate the person referred to in paragraph (3) (b), as the amount of any distribution as possible to each person or difficulties ensuring or tell people that should be dimampasi, as the case may be, the Commission may decide not to make distributions to the person referred to in paragraph (3) (b).
(5) as far as any amounts obtained or obtained in a civil action under subsection (1) shall not be distributed pursuant to subsection (3), that amount shall be — (a) paid to the capital market development fund maintained under Part IX; or (b) held save by the Commission to pay the cost of regulating the trade market, as determined by the Commission, with the approval of the Minister.
(6) any right of action conferred under this section is in addition to any right which by that person under any other law.
A reference to conduct 359. (1) a reference to involvement in acts is a reference to the treatment or refusal to do any act, including making an agreement or give effect to a provision of an agreement.
(2) If, in a proceeding under part VI in respect of acts done by a Publisher, it is necessary to prove the State of mind of the Publisher, is sufficient to show that the Director, employee or agent of the Publisher, who is a Director, employee or agent involved in the acts fall within the scope of the actual power or external Director, employee or agent of the , has a State of the mind.
Capital markets and services 525 (3) acts done on behalf of publishers — (a) by a Director, employee or agent of the issuer within the scope of the actual power or external Director, employee or agent of his; or (b) by any other person at the direction or with the consent or consent (whether express or implied) a Director, employee or agent of the issuer, if the giving of instructions, permission or consent that is within the scope of the actual power or external directors, employees or agents, shall be deemed to have been made by the Publisher.
(4) If, in a proceeding under part VI in respect of acts performed by a person other than the issuer, it is necessary to prove the State of mind of the person, is sufficient to show that the employee or agent of that person, who shall be an employee or agent involved in the acts fall within the scope of the actual power or zahir employee or agent of that, has the State of the mind.
(5) acts done on behalf of a person other than a producer — (a) by an employee or agent of such a person within the scope of the actual power or zahir employee or agent thereof; or (b) by any other person at the direction or with the consent or consent (whether express or implied) of an employee or agent of a person other than the issuer (the person that first-mentioned it), if the giving of instructions, permission or consent that is within the scope of the actual power or zahir employee or agent that,
shall be deemed to have been committed also by the person who first mentioned it.
526 laws of Malaysia Act 671 power of court to make order specific 360. (1) where — (a) on application by the Commission, the Court finds that — (i) there exists a reasonable probability that any person will contravene a relevant requirements;
(ii) any person in breach of a relevant requirements; or (iii) any person has violated a requirement and there are steps you can take to reduce the impact of meremedi breach or infringement of it, including making restitusi to any other person aggrieved by the violation, whether or not that person has been charged with an offence in respect of the infringement or whether or not a breach has been established in a prosecution;
(b) on application by the Commission, the Court finds that any person has not or does not comply with any instructions issued by the Commission under section 354, 355 or 356;
(c) upon the application of a holding company Exchange, a stock exchange, a derivatives exchange or an approved clearing centre, as the case may be, the Court finds that — (i) any person has violated a requirement that relevant; or (ii) any person in breach of a requirement and there are steps you can take to reduce the impact of meremedi breach or violation thereof; or capital markets and services 527 (d) on application by any person aggrieved by a violation of a requirement that the allegations related by another person, the Court finds that — (i) any other person that has violated the requirements; and (ii) the applicant is aggrieved by such violation, the Court may, without prejudice to any order that may be made other than in accordance with this section, make one or more of the following order: (A) an order requiring the cessation of violations or hold it;
(B) a per in the tah hold someone from dealing in securities or dealing in derivatives in respect of any class of securities or derivatives referred to in that order;
(C) an order declaring a derivatives as null or may cancel;
(D) an order holding that person from acquiring, disposing or se la innya manages, assets that the Court is satisfied is reasonable may be disposed of or otherwise managed by that person;
(E) an order directing a person to dispose of any securities specified in the order;
(F) an order that resist the exercise of any voting rights or other rights granted to any securities specified in the order;
528 the laws of Malaysia Act 671 (G) an order holding a person from providing, offering for subscription or purchase, or to issue an invitation to subscribe for or buy, or be apportioned any securities specified in the order;
(H) an order appointing a receiver of the property of shareholders ' capital markets services licence or property held by the holder for or on behalf of another person, whether in trust or otherwise;
(I) an order that vest securities or any other property specified in the order at the Commission or a trustee appointed by the Court;
(J) If a person has refused or not, still refuses to or does not, or plan to mengenggani from or not, do any act or thing which he is required to do under a related requirements, an order requiring that person to do the Act or the thing;
(K) in the case of a breach of the rules of a stock exchange, a derivatives exchange or a clearing centre approved by a person, an order giving directions with respect to compliance or enforcement rules to — (i) that person; and (ii) if that person is a body corporate, a Director of the body corporate;
(L) in case such person is a Chief Executive or Director, an order which memecatnya from Office or that he was prevented from becoming a Chief Executive, capital markets and services 529 Director or participate in management, directly or indirectly, any other public companies for such period of time as determined by the Court;
(M) an order requiring the person, or any other person known to engage in the infringement, to take such steps as the Court may direct to meremedi or reduce its effects including making restitusi to any other person aggrieved by the violation;
(N) for the purpose of ensuring compliance with any other order under this section, an order directing a person to do or refrain from doing a specified act;
(O) If a person has refused or not or still refuses to comply with any instructions issued by the Commission under section 354, 355 or 356, an order directing that person to conform to the instructions issued by the Commission; and (d) any order deemed appropriate side following the making of an order under any of the preceding provisions of this subsection.
(2) where an application is made to the Court for an order under subsection (1), the Court may, if in his opinion it is desirable to do so, before considering the application, make an interim order from the types of commands applied and such order shall be stated have effect pending the determination of the application.
(3) the Court may, before making an order under subsection (1), direct that notice of the application was provided to any person as it thinks fit or direct that notice of the application has been published in such manner as it thinks fit, or both.
530 laws of Malaysia Act 671 (4) where an application is made to the Court to obtain an order under paragraph (1) (J), the Court may allow the order of — (a) if the Court is satisfied that the person has refused or not do an act or thing required it, whether or not the Court finds that the person intends again to refuse or not or continue to refuse or not , doing an act or thing required it; or
(b) if the Court finds that if such order is not allowed, it is likely that the person will be refused or not do an act or thing required it, whether or not that person has been previously refused or not do an act or thing that and whether or not there is any risk of significant loss to any person if the person is required to do an act or thing that refuses or fails to do so.
(5) where an application for an order under subsection (1) is made by the Commission or any person duly authorized by the Commission or a stock exchange, a derivatives exchange or an approved settlement Center, the Court cannot, making as a condition for the order given, requires any undertaking on damages to be given by or on behalf of the Commission , stock exchange, central clearing of derivatives exchanges or approved it.
(6) a person appointed by order of the Court under subsection (1) as the recipient of the assets of the holder of a capital markets services licence — (a) may require the holder so that the send submit to recipients of any property which he has been appointed as receiver or give to the recipient all the information about the property that may be required with reasonably required;
Capital markets and services 531 (b) may acquire and take possession of any property which he has been appointed as receiver;
(c) can manage any property that diperolehnya or taken possession of by him in such a way that the holder can manage the property with valid; and (d) have any other powers in respect of the property as determined by the Court in the order.
(7) in paragraph (1) (H) and subsection (6), "property", in respect of the holder of a capital markets services licence including money, securities, or other property and documents of title to securities or other property entrusted to or on behalf of any other person by the holder of a capital markets services licence or another person in the course of or in connection with the business of the holder.
(8) the Commission or a trustee appointed under an order of the Court under paragraph (1) (I) — (a) may require any person to submit to the Commission so as to send the trustee or any securities or any other property specified in the order or give to the Commission or the trustee all information about securities or derivatives as may be required with reasonably required;
(b) may acquire and take ownership of the securities or any other property;
(c) can trade securities or any other property in such manner as he thinks fit; and (d) shall have such other powers with respect to securities or any other property as may be specified by the Court in the order.
532 laws of Malaysia Act 671 (9) business results or disposal of securities or derivatives under paragraph (1) (I) shall be paid into court, and any person claiming to be beneficially entitled to over the whole or any part of the revenue may, within thirty days from the payment into the Court, apply to the Court for payment of the proceeds to him.
(10) any person who contravenes — (a) an order under subsection (1) applies;
(b) a requirement of a receiver appointed under order of the Court under subsection (1); or (c) a requirement the Commission or trustees who are appointed by order of the Court under paragraph (1) (I), commits an offence and shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding ten years or both.
(11) subsection (10) without prejudice to the powers of the Court in respect of the sentence of insulting the Court.
(12) the Court may revoke, vary or discharge an order made by him under this section or suspend the execution of such order.
(13) for the purposes of this section, "relevant requirements" — (a) in relation to an application by the Commission under this section, means a requirement — (i) imposed by or under this Act or any securities laws;
(ii) imposed as a condition or restriction on any approval or licence granted or issued under or pursuant to this Act or any securities laws;
Capital markets and services 533 (iii) imposed by or under rules of a stock exchange, a derivatives exchange or an approved clearing centre; or (iv) imposed by or under any other law and that pelanggarannya is an offence which the Commission has the power to prosecute with the consent in writing of the Prosecutor;
(b) in relation to an application by holding company Exchange, a stock exchange, a derivatives exchange clearing centre or an approved, means a requirement imposed by or under the rules of the stock exchange, central clearing of derivatives exchanges or passed, as the case may be; and (c) in relation to an application by the person aggrieved, means a requirement — (i) imposed by or under this Act;
(ii) imposed as a condition or restriction on any approval or licence granted or issued under or pursuant to this Act or any securities laws; or (iii) imposed by or under rules of a stock exchange, a derivatives exchange or an approved settlement Centre.
(14) an application made pursuant to this section shall not be prejudicial to any other actions that may be taken by the Commission, holding company of bursa, bursa, bursa derivatives, clearing Center approved or person aggrieved, as the case may be, under any securities laws or any other laws or other methods.
534 laws of Malaysia Act 671 application for winding up 361. (1) Notwithstanding the provisions of the companies Act 1965, if a person referred to in subsection 360 (1) is a company, whether or not the company is being wound up voluntarily, that person may be wound up under an order of the Court upon petition of the Commission, a stock exchange, a derivatives exchange or a clearing centre, approved according to the provisions of the companies Act 1965.
(2) the Court may order the winding up petition made under subsection (1) if the person referred to in subsection (1) — 360
(a) has held a licence under this Act, and such licence has been cancelled or surrendered; or (b) has violated any of the rules of the stock exchange, central clearing of derivatives exchanges or approved it or in breach of a provision of a securities laws, whether or not that person has been charged with an offence in respect of the infringement, or whether or not the infringement has been proved in a prosecution.
Part XII GENERAL Prohibition on the use of certain titles 362. (1) a person who is not a participant or a combined organization cannot take or use or by inference adopted the name, title or description "participant organisations" or "combination", or take or use or affix or display in any place any name, title or description which implies or may tend to establish trust that the person is a participant or an affiliate organization.
(2) unless the Commission determines otherwise, a person who is not a holding company, an Exchange or a stock exchange bursa derivatives cannot take capital markets and services 535 or use or by inference adopted the name, title or description "holding company exchanges", "stock exchange", "bursa derivatives", "stock market", "derivatives market", "market" or "securities trading derivatives trading market", or take or use or affix or display in any place any name , the title or description which implies or may tend to establish trust that the person is a holding company of bursa, bursa or bursa derivatives.
(3) a person who is not a holder of a capital markets services licence or capital markets Services Representative Licence cannot take or use or affix or display in any place the title giving rise to the belief that the person is licensed to Transact or do any function in relation to any regulated activity as specified in table 2.
The non-derivative contract gambling or betting 362a. Notwithstanding any law, a derivatives cannot be regarded as a contract of gambling or betting.
A copy of the book as prima facie evidence of 363. (1) a copy of the books are stored or maintained by a stock exchange, derivatives exchanges, clearing Center, approved depositories or holder of a capital markets services licence shall in all legal proceedings be received as prima facie evidence of the book and on matters, transactions and accounts recorded in the book.
(2) a copy of the book referred to under subsection (1) shall not be received in evidence under this Act unless it has been established in advance that the matters, transactions and accounts recorded in the book in the ordinary course of business and is in the custody or control of the stock exchange, derivatives exchanges, clearing Center, approved depositories and capital markets services licensees that.
536 laws of Malaysia Act 671 (3) any evidence required under subsection (2) may be given orally or by affidavit by a person before or after any item, transaction or account is recorded in the books, is responsible for the management, care or control of the book.
(4) the Affidavit under subsection (3) shall be taken oath before any Magistrate or authorized person to make the affidavit.
(5) a copy of the book referred to in subsection (1) shall not be received in evidence under this Act unless it has been proven that the person referred to in subsection (3) have examined the copy with the original.
(6) any other evidence required under subsection (5) shall be given by a person who have examined the copy with the original book, and may be given either orally or by affidavit sworn in to be taken before any Magistrate or authorized person to make the affidavit.
(7) Notwithstanding subsection (5) and (6), if the original book not found or lost, is sufficient for the person referred to in subsection (3) to express orally or in an affidavit given under this section that he had made reasonable efforts to find the original book and then copy the books shall be admissible as prima facie evidence of any matters , transactions and accounts recorded in the book, in any legal proceedings.
Application review by the person aggrieved 364. The Commission may review the decision itself under this Act when made on application by any person aggrieved by the decision.
Time for application for review of 365. Application to the Commission to review its own decision shall be made within thirty days after the person aggrieved to be notified of the decision.
Capital markets and services 537 decision of the Minister is final 366. Except as otherwise provided in this Act, any decision made by the Minister under this Act, whether an original decision by him or a decision on an appeal to him from a decision of the Commission, shall be final.
Offences by a group of people and by employees and agents of 367. (1) where an offence against this Act or any regulations made thereunder has been committed by a body corporate, any person who during the occurrence of the offence was a Director, Chief Executive Officer, officer or representative of the body corporate or is purporting to act on such properties, which is deemed to have committed the offence unless he proves that the offence was committed without the consent or pembiarannya and that he has conducted all due diligence to prevent the Commission of the offence as should be carried out by it, taking into account the type of functions on the properties and all the circumstances.
(2) If a person who is an employee of another person contravenes any of the provisions of this Act, the person to whom or on behalf of that employee to act shall be deemed to have violated the provisions.
(3) without prejudice to the generality of subsection (2), if any of the representative of the holder of a capital markets services licence is in breach of any provision of this Act, the holder shall be deemed to have violated the provisions.
(4) for the purposes of this section, a Director of a corporation includes —
(a) any person holding or to act as Director of the Corporation, by whatever name called, and whether or not legally appointed to shake or duly authorised to act the posts;
(b) any person in accordance with the instructions or advice of the Director of the Corporation ordinarily acts; and 538 laws of Malaysia Act 671 (c) if the corporation incorporated outside Malaysia — (i) a member of the Board of the Corporation;
(ii) any person served or to act as Director of the Board of the Corporation, by whatever name called, and whether or not legally appointed to shake or duly authorised to act the posts; and (iii) any person according to the instructions or advice of the Board of the Corporation generally act.
368 records phishing. (1) a person shall not, in any of the books in connection with the business of a stock exchange, derivatives exchanges, clearing Center passed, a licensee of capital market services or listed corporation or any corporation who berhubungannya whether or not kept under this Act or the regulations made under this Act — (a) by any other means making, record or save, or cause to be made , recorded or stored, any matter that is false or misleading in any material particulars;
(b) in any way falsify or cause falsified, any matter which — (i) is made, recorded or stored;
(ii) have been prepared for the purpose to pick from, recorded or stored; or (iii) have been prepared for use in the compilation of other things to pick from, recorded or stored; or (c) do not make, record or store any matter with intent to falsify the records or any part of the record which is intended for purposes of restructuring.
Capital markets and services 539 (2) any person who contravenes subsection (1) commits an offence and shall, on conviction, be punished by imprisonment for a term not exceeding ten years and may be liable to a fine not exceeding one million dollars.
False or misleading statements to the Commission, the Exchange or the clearing centre approved, etc.
369. A person who — (a) with intent to deceive, makes or gives or lodge; or (b) knowingly causes, authorizes or permits to be made, given or lodged, any statement, information or document that is false or misleading, to the Commission, a stock exchange, central clearing of derivatives exchanges or approved relating to — (A) the securities or derivatives business;
(B) the Affairs of a corporation that is listed;
(C) any matter or thing required by the Commission for the proper administration of this Act;
(D) any requirements imposed by the Commission under any guidelines, practice notes, written notice or term or condition; or (E) any other requirements under the rules of a stock exchange, derivatives exchanges, clearing centre or approved, commits an offence and shall, on conviction, be punished by imprisonment not exceeding ten years and may be fined not more than three million dollars.
540 laws of Malaysia Act 671 Attempt, abetment and conspiracy 370. A person who — (a) attempting to commit any offence under this Act;
(b) the doing of any act for the renewal of the Commission of any offence under this Act; or (c) colluding or engaging in a criminal conspiracy to commit any offence under this Act whether or not the offence is done as a result thereof, commits an offence and shall, on conviction, be punished by penalty or can be provided for the offence.
371. (Cut by A1499 Act).
372 General penalty. (1) any person who contravenes any of the requirements or provisions of this Act, commits an offence under this Act and, if there are no penalty expressly provided, shall, on conviction, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years or both.
(2) in the case of a continuing offence, the offender, in addition to the penalties under subsection (1), shall, on conviction, to a fine not exceeding five thousand dollars for each day or part of a day as long as the offence continues after conviction.
Compounding of offences 373. (1) the Chairman of the Commission may, with the consent in writing of the Prosecutor, compound any offence committed by any person under part II, III, VI, VII, X or XII or any of the regulations of the capital market and services 541 made thereunder, by accepting of people who are reasonably suspected to have committed such offence a sum of money not exceeding the maximum fine (including daily fines in the case of a continuing offence , if any) for the offence.
(2) on receipt of payment under subsection (1), no further proceedings may be taken against that person in respect of the offence and if the possession of any book or any other thing has been taken, the book or the thing be released subject to any conditions imposed by the conditions of compounding.
(3) all amounts received by the Commission under this section shall be paid into and form part of the Federal Consolidated Fund.
Person convicted liable to pay compensation 374. A person who is convicted of an offence under part V or VI shall be liable to pay such compensation as determined by the Court to any person who has suffered loss or damage as a result of the offence committed by the person charged for it.
Conduct of prosecution 375. (1) no prosecution for any offence under this Act shall be instituted except with the consent in writing of the Prosecutor.
(2) any officer authorized in writing by the public prosecutor, may prosecute any case in respect of any offence committed under this Act.
(3) for the purposes of subsection (2), "officer" has the meaning assigned to it in section 2 of the Securities Commission Act 1993.
542 laws of Malaysia Act 671 indemnity 376. There are no civil liability can be done by — (a) a stock exchange, derivatives exchanges, holding company of bursa, the clearing Center approved or depositories; and (b) any person acting on behalf of a stock exchange, derivatives exchanges, holding company of bursa, the clearing Center approved or depositories; include —
(i) any member of the Board of a stock exchange, derivatives exchanges, holding company of bursa, the clearing center or approved depositories or any member of any Committee established by the Board;
(ii) any officer of a stock exchange, derivatives exchanges, holding company of bursa, the clearing center or the approved depositories; and (iii) any agent, or any person acting in accordance with the directions of a stock exchange, derivatives exchanges, holding company of bursa, the clearing center or the approved depositories, for, on behalf of, or in respect of anything done, any statement made or left than done or made in relation to the discharge or performance of or purporting to discharge or performance of any obligation under securities laws or stock exchange rules bursa derivatives, clearing centre or approved depositories or in the course or conduct of the intended any powers under securities laws or any rules, if Act, representation or omission made in good faith.
Guidelines and practice notes Commission 377. (1) the Commission may, in General, with respect to this Act or in respect of any particular provision of this Act, issue any guidelines and practice notes as considered appropriate by the Commission.
Capital markets and services 543 (2) the Commission may cancel, modify, revise or amend the whole or any part of the guidelines and practice notes issued under this section.
(3) subject to this Act or unless the purposes expressly stated to the contrary, a person to whom the guidelines or practice note referred to in subsection (1) applies, shall implement the guidelines or practice notes that in such period as may be determined by the Commission.
(4) If a person referred to in subsection (3) contravenes or fails to implement any guidelines or practice notes issued by the Commission, the Commission may take any one or more of the actions set out in section 354, 355 or 356 as he thinks fit.
The power to make regulations 378. (1) the Commission may, with the approval of the Minister, make any regulations it considers necessary or expedient for — (a) give full effect to the provisions of this Act;
(b) carry out or achieve the goals and purposes of this Act; or (c) carry out further, with better or easier provisions of this Act.
(2) without prejudice to the generality of subsection (1), regulations made under this section may be allocated for — (a) forms for the purposes of this Act;
(b) the fees payable for the purposes of this Act;
(c) the regulation of the purchase and sale of products of the capital market;
544 laws of Malaysia Act 671 (d) standards with respect to qualifications, experience and training of a licensed person and Director of a public listed company;
(e) the exercise of the business of a stock exchange, central clearing of derivatives exchanges or approved; or (f) exemption from any provision of this Act on any specified person or to any person who is a member of a class of persons specified, subject to the terms and conditions.
Power to make arrangements 378a. The Commission may make arrangements with the relevant authorities referred to under subsection 76 (11) to co-ordinate counter derivatives market regulation and financial instruments in the financial markets.
Dispute resolution 379. (1) the Commission may approve a body corporate became a body corporate approved for dispute resolution related to capital market services or products.
(2) an application for approval under subsection (1) shall be made to the Commission in such form and manner as may be determined by the Commission.
(3) Notwithstanding any other written law, a body corporate approved shall hold the rules in relation to — (a) the proper administration of the body corporate as a dispute resolution body; and (b) the scope, application, handling, and dispute resolution procedures.
Capital markets and services 545 (4) the body corporate shall, as soon as practicable, deliver or cause to be submitted to the Commission in order to obtain his approval of any proposed rules or any amendment proposed for existing methods.
(5) the Commission may issue regulations under section 378 in relation to a body corporate approved or to make provision for dispute resolution related to capital market services or products.
The power to amend the schedule of 380. (1) the Minister may, on the recommendation of the Commission, from time to time by order published in the Gazette, amend, delete, add, replace or otherwise amend any Schedule of this Act and upon the publication of the Table, such as altered, cut, added, replaced or otherwise amended, shall be in force and have full effect and shall be deemed to be an integral part of this Act from the date of publication of such , or from a later date as may be specified in the order.
(2) the Minister of the change, delete or substitute any Table referenced by subsection (1) may impose such terms and conditions as he may deem necessary.
(3) in making an order under subsection (1), the Minister shall pay attention to the public interest.
the PROVISIONS of part XIII revocation, SAVINGS and TRANSITIONAL repeal of the securities industry Act 1983 and the futures industry Act 1993 and savings and transitional respect of 381. (1) for the purposes of this part — "Act repealed laws" means the securities industry Act 1983 and the futures industry Act 1993 which abolished such under this part;
546 laws of Malaysia Act 671 "effective date" means the date or dates that are related, as the case may be, notified by the Minister under section 1.
(2) the securities industry Act 1983 and the futures industry Act 1993 is repealed with effect from the effective date.
(3) Notwithstanding subsection (2) — (a) (i) all regulations, orders, instructions, notifications, exclusions and other subsidiary legislation, however mentioned whatsoever; and
(ii) all approvals, instructions, decisions, notifications, exclusions and other executive actions, however mentioned whatsoever, made, given, or done under or in accordance with, or by virtue of, the Act repealed laws shall be deemed to have been made, given or done under, or by, or by virtue of, provisions equivalent to this Act, and shall remain in force and effect in respect of persons to whom they apply until amended , revoked, cancelled, revoked or replaced under, by or under the authority of, the provisions equivalent to this Act;
(b) every instructions, notices, guidelines, circulars, guidance notes or practice notes issued by the Commission or the Minister under the Act prior to the effective date of the repealed laws and in force immediately before the effective date, shall be deemed to have been validly issued under this Act in relation to the specific provisions of this Act equal to the matters dealt with in accordance with the instructions, notices, guidelines , circular letter, note or notes of practice guidelines and shall remain in force and effect until it is amended, terminated or repealed under this Act;
Capital markets and services 547 (c) any application for an approval or consent, or for any other purpose whatsoever, or any appeal in respect of the application, which is made by any person to the Minister or the Commission under either Act repealed laws before the date or the effective date, and pending immediately before the date or the effective date, shall, if there is a corresponding provision in this Act , managed as if the application is made under the provision and, if no provision is equal in this Act, the application or the appeal shall lapse on the date or the effective date; and (d) all transactions or trading executed or made with valid, and all matters lawfully incurred, under or in accordance with any repealed laws Act by a person licensed under the repealed laws and licensed or are deemed to be licensed in respect of a business of equivalent under this Act, with any customer or any other person, shall be deemed to have been executed , created, or lawfully incurred under and in accordance with this Act, and thereby of any right or obligation under any business transaction or business that exists, immediately before the effective date, shall be deemed to continue to be valid under this Act.
Holding company of bursa, bursa and approved explanation is deemed to have passed 382. (1) without prejudice to the generality of section 381, the following entity approved or recognised under the repealed laws Act immediately before the effective date of each shall be deemed to have been approved under the provisions of this Act equal to: (a) holding company exchanges and stock exchanges;
(b) the company exchanges and clearing Center for futures market approved under subsection 6b (1) the futures industry Act 1993 abolished the deemed approved as a relevant Futures Exchange Clearing Centre and approved under the provisions of a corresponding in this Act; and 548 laws of Malaysia Act 671 (c) a recognized clearing centre under the securities industry Act 1983 abolished immediately before the effective date shall be deemed to be a center of settlement approved under the provisions of this Act equal.
(2) any conditions or restrictions imposed by the Minister or the Commission, as the case may be, to any entity referred to in subsection (1) as a holding company of bursa, the stock exchange, the Futures Exchange Clearing Centre, approved or recognized clearing centre, as the case may be, and in force immediately before the effective date shall be deemed to be a condition or restriction to which such ratification or approval under this Act is subject.
Electronic registered facilities deemed to 383. (1) the electronic brokerage System excluded under order of the securities industry (Declaration of Exceptional stock market) order 2005 [P.U. (A) 496/2005] in force immediately before the effective date shall be deemed to have been registered under subsection 34 (1).
(2) any condition or restriction imposed under the securities industry (Declaration of Exceptional stock market) and any other applicable guidelines in force immediately before the effective date shall be deemed to be a condition or restriction of registration under subsection 34 (1) is subject.
Saving in respect of licence issued under the repealed laws 384. (1) without prejudice to the generality of section 381 and subject to the provisions of this Act — (a) any person who holds any licence the following immediately before the effective date shall, from that date, be deemed to be holding a capital markets services licence or Licence capital markets Services Representative, capital markets and services 549 as the case may be, in respect of a regulated activity carried on by that person under the first-mentioned : (i) futures broker's licence granted under the futures industry Act 1993 abolished;
(ii) the license of the Futures Fund Manager given under the futures industry Act 1993 abolished;
(iii) the futures trading adviser license granted under the futures industry Act 1993 abolished;
(iv) a dealer's license granted under the securities industry Act 1983 abolished;
(v) the Fund Manager's licence granted under the securities industry Act 1983 abolished;
(vi) investment adviser licence granted under the securities industry Act 1983 abolished;
(vii) futures broker's representatives licences granted under the futures industry Act 1993 abolished;
(viii) license representative Futures Fund Manager given under the futures industry Act 1993 abolished;
(ix) the license of the futures trading adviser's representative given under the futures industry Act 1993 abolished;
(x) a dealer's licence granted under the securities industry Act 1983 abolished;
550 laws of Malaysia Act 671 (xi) Fund Manager representative's license granted under the securities industry Act 1983 abolished; or (xii) investment representative licence granted under the securities industry Act 1983 abolished; and
(b) any condition or restriction of any licence referred to in paragraph (1) (a) is subject immediately before the effective date, to the extent it is consistent with the provisions of this Act, shall be deemed to be a condition or restriction to which the license is equivalent to that referred to in paragraph (1) (a) are subject.
(2) for the purposes of subsection (1), if a person holds a given investment adviser under the securities industry Act 1983 abolished immediately before the effective date and who are allowed to conduct — (a) advising others with respect to securities other than advise corporate finance, such person shall be deemed to hold a capital markets services licence in respect of the regulated activity investment advice;
(b) advise on corporate finance, such person shall be deemed to hold a capital markets services licence in respect of corporate finance to advise regulated activity; or (c) analyze the financial circumstances of another person and prepare plans to meet the financial needs and the objective of the other person, that person shall be deemed to hold a capital markets services licence in respect of the regulated activity of financial planning, each under a corresponding provision of this Act.
Capital markets and services 551 (3) for the purposes of subsection (1), if a person holds investment adviser representatives granted under the securities industry Act 1983 abolished immediately before the effective date and who are allowed to conduct — (a) advising others with respect to securities other than advise corporate finance, such person shall be deemed to hold capital markets Services Representative Licence in respect of the regulated activity investment advice;
(b) advise corporate finance, such person shall be deemed to hold capital markets Services Representative Licence with respect to corporate finance to advise regulated activity; or (c) analyze the financial circumstances of another person and prepare plans to meet the financial needs and the objective of the other person, that person shall be deemed to hold capital markets Services Representative Licence in respect of the regulated activity of financial planning, each under a corresponding provision of this Act.
(4) for the purposes of subsection (1), if a person holds a Futures Fund Manager under the futures industry Act 1993 abolished immediately before the effective date, such person shall be deemed to hold a capital markets services licence for controlled management of the Fund in respect of futures contracts.
(5) for the purposes of subsection (1), if a person holding a license representative Futures Fund managers under the futures industry Act 1993 abolished immediately before the effective date, such person shall be deemed to hold capital markets Services Representative Licence for controlled management of the Fund in respect of futures contracts.
552 laws of Malaysia Act 671 (6) the Commission may, by notice in writing to a person who holds any licence referred to in subsection (1) determine — (a) Notwithstanding section 68, date capital markets services licence or Licence capital markets Services Representative characterized held by it by virtue of subsection (1);
(b) the activity or activities regulated capital markets services licence or License related capital market service representative; and (c) any additional conditions or restrictions to which capital markets services licence or capital markets Services Representative Licence is subject, provided that if any conditions or restrictions proposed to apply is likely to affect the interests of licensed, the Commission shall give the person licensed the opportunity to be heard.
(7) if the Commission gives notice to someone about date a licence referred to in paragraph (6) (a), such licence shall be due on that date.
(8) subject to subsection (7) — (a) in the case of a person who holds a licence referred to in subsection (1) immediately before the effective date, a capital markets Services Licence or Licence capital markets Services Representative characterized held by it by virtue of subsection (1) shall be due on the date the license was first mentioned; or (b) in the case of a person who holds more than one licence referred to in subsection (1) immediately before the effective date date of expiry is different, the license shall be deemed to be due on the last day of the dates.
Capital markets and services 553 license application pending 385. Unless notified in writing by the Commission, an application for a licence under the repealed laws Act that is pending immediately before the effective date shall be — (a) be deemed to be an application for a licence equivalent to license that first-mentioned under section 58 or 59, as the case may be, and accompanied by the appropriate application fee under this Act; or (b) if the applicant is deemed under this part as holding a licence, be deemed to be an application to vary the licence by adding the intended regulated activity by a license equivalent, and accompanied by the appropriate application fee under this Act.
Transitional and saving in respect of corporate proposals 386. (1) without prejudice to the generality of section 381, all actions, rules, regulations, orders, instructions, notifications, approvals, decisions and other executive actions, however mentioned whatsoever, is made, given or done under, or by, or by virtue of section 2b and the provisions of part IV of the Securities Commission Act 1993 prior to the effective date shall, as far as acts, rules, regulations, orders, instructions, notifications, approvals, decisions and actions of the Executive in accordance with the provisions of this Act , be deemed to have been made, given or done under, or by, or by virtue of provisions corresponding to this Act, and shall remain in force and have effect in respect of persons, activities or transactions for which actions, rules, regulations, orders, instructions, notifications, approvals, decisions and executive action that apply until amended, cancelled or deleted, below, by, or by virtue of provisions corresponding to this Act.
554 laws of Malaysia Act 671
(2) there is nothing in this Act shall affect the liability of any person prosecuted or sentenced for offences under the Securities Commission Act 1993 prior to the effective date or any proceeding brought or penalties incurred before the effective date in respect of the offence.
(3) no nothing in this Act shall affect any right, privilege, obligation or liability acquired, accrued or incurred under the Securities Commission Act 1993 prior to the effective date and any legal proceedings, remedies or investigation with respect to the rights, privileges, obligations or liabilities is not affected and any legal proceedings, remedies or the investigation be instituted, continued or enforced as if this Act was not made.
(4) there is nothing in this Act shall be — (a) affect the validity of any security or operation of any deed or deed issued or executed before the effective date;
(b) apply in relation to a person, Publisher of the borrower, guarantor or the trustees or any other person in respect of any securities issued or offered for subscription or purchase of or in respect of which an invitation to subscribe for or purchase securities has been made before the effective date; or (c) requires the appointment or replacement of any of the trustees or the execution of any trust deed in respect of any debentures issued prior to the effective date, if there are any requirements before the effective date.
(5) If, on the effective date, securities issuable, offered for subscription or purchase or an invitation to subscribe for or purchase securities has been made on the basis of any prospectus issued before the effective date, the issuer shall, unless the written approval of the Commission provide an exemption obtained, issue any additional or replacement prospectus and take any other action to ensure that the issue of , offer or invitation that comply with the requirements of this Act.
Capital markets and services 555 (6) the Commission may, by a direction in writing given to any producer referred to in subsection (5) determine the action to be taken by the Publisher and how any difficulties arising in respect of the provisions of which are included or amended by this Act can be overcome.
(7) there is nothing in this Act that may be — (a) affect the validity or operation of any interest or trust deed, for which Chapter 5 of part IV of the Malaysian Securities Commission Act 1993 applies, issued or executed before the effective date; or (b) apply in relation to the management company for which or on behalf of any interest to which Chapter 5 of part IV of the Malaysian Securities Commission Act 1993 and issued prior to the effective date or in relation to the trustee for holders of any interest that.
The transitional provisions in respect of those registered 387. (1) Declaration of the securities industry (Securities Business) 1996 [P.U. (B) 22/1996] and the order of the securities industry (with the exception of Dealers) 1996 [P.U. (A) 20/1996] is revoked.
(2) all persons referred to in the order under subsection (1) shall be deemed to have been registered under paragraph 76 (1) (a) with effect from the effective date.
(3) a registered Person to whom paragraph 76 (6) (a) applies shall be given a period of one year to comply with the provisions referred to in paragraph 76 (6) (c).
The cancellation of the subsidiary legislation 388. Subsidiary legislation are set out in table 11 canceled.
556 laws of Malaysia Act 671 Modifications to the interpretation of other written law 389. If in any written law, any mention made of — (a) any Act repealed laws, it shall be construed as a reference to this Act;
(b) any specific provisions of any Act repealed laws, it shall be construed as a reference to the provisions of this Act the same as close to the provisions thereof; and (c) futures broker or dealer shall be construed respectively as a reference to the holder of a capital markets Services Licence who carries on the business of dealing in securities or trading in futures contracts.
Continuation of other rights, liabilities, etc., under the repealed laws 390. (1) there is nothing in the Act repealed laws or this Act shall affect the liability of any person prosecuted or sentenced for an offence or breach committed under the repealed laws Act immediately before the effective date or any proceeding brought, the punishment imposed or action taken before that day in respect of the offence or the breach.
(2) any right, privilege, obligation or liability acquired, accrued or done before the effective date or any legal proceedings, remedies or investigation with respect to the rights, privileges, obligations or liability is not affected by this Act and shall remain in force as if this Act was not made.
Prevention of 391 anomalies. If any difficulties arise with respect to the application of any one or more of the provisions inserted or amended by this Act and the provisions of the savings and transitional, Minister of capital markets and services 557 may, by order published in the Gazette, make such modifications in any one or more provisions provided by it is necessary to give full effect to the provisions of this Act or to prevent anomalies.
People dealing in securities relating to unit trust schemes 392. (1) a body approved by the Commission under subsection 2 (1) of the securities industry Act 1983 abolished to regulate its members dealing in securities in respect of the arrangement or the offering for sale or purchase any interest in a unit trust scheme shall, subject to the terms and conditions determined by the Commission, being a body approved by the Commission under paragraph 76 (1) (d) for the purposes of this Act for a period of two years from the date of coming into operation of this Act.
(2) a unit trust agents registered with the body referred to in subsection (1) shall for the purposes of paragraph 76 (1) (d) be registered.
(3) the Commission may exercise such powers under this Act in respect of a person against the person licensed body as well as unit trust agents registered with the body referred to in subsection (1).
(4) for the purposes of this section, "unit trust agent" means an individual registered with the body referred to in subsection (1).
Transitional provisions for unit trust management companies unlicensed 393. (1) any management company which — (a) was registered by a body approved by the Commission;
558 laws of Malaysia Act 671 (b) is not a licensee Manager Fund as provided in section 15a securities industry Act 1983 abolished or are an existing capital markets services licence who carries on the business management of the Fund; and (c) that its security is a business in respect of the activities or supply arrangements for the sale or purchase of any interest in a unit trust scheme, will be allowed to continue any activity without holding a capital markets services licence for a period of one year from the date of coming into operation of this Act, subject to such terms and conditions as may be prescribed by the Commission.
(2) the Commission may exercise any of its powers under this Act in respect of a person against the management company licensed person referred to in subsection (1).
Transitional provisions for corporate financial executives and analysts review 394. (1) an Executive corporate finance — (a) employed by a stockbroking company and registered with the Commission in accordance with the Commission's Guidelines for dealers and Dealer under the securities industry Act 1983 abolished; or (b) employed by a licensed merchant banks that hold a dealer's license under the securities industry Act 1983 abolished, immediately before the effective date shall, from the effective date, be deemed to hold capital markets Services Representative Licence to run corporate finance to advise regulated activity.
Capital markets and 559 Service (2) a research analyst — (a) employed by a stockbroking company and registered with the Commission in accordance with the Commission's Guidelines for traders and representatives of Dealers under the securities industry Act 1983 abolished; or (b) employed by a licensed merchant banks that hold a dealer's license under the securities industry Act 1983 abolished, immediately before the effective date shall, from the effective date, be deemed to hold capital markets Services Representative Licence to perform activities regulated investment advice.
(3) a licence referred to in subsection (1) or (2), shall be valid for a period of one year from the effective date and subject to such terms and conditions as may be determined by the Commission.
Schedule 1 [Subsection 7 (4)] the exceptional stock market derivatives market or exception 1. Any system that facilitate migration, clearance and settlement funds and unlisted debt securities.
2. any convenient system in securities business, including auction or direct purchase, sale, issue, loan, secondment and exchange of unlisted debt securities.
3. Any system which provides information to any person in relation to the money market or tender, issuance, trading and offer or bid price of debt securities or any information relating to an unlisted debt securities.
4. Any system for centralized handling of debt securities deposited with the Central Bank through the inclusion of the debt without the sender physical surrender certificate.
5. Any system to conduct any other activities in relation to any system referred to in paragraph 1 to 4.
6. Any system for the dissemination of information relating to paragraphs 1 to 5.
560 laws of Malaysia Act 671 table 2 [Subsection 2 (1) and 58 (1)] regulated activity part 1 — Type 1 regulated activity. Dealing in securities.
2. Dealing in derivatives 3. Management of the Fund.
4. Advise corporate finance.
5. Investment advice.
6. Financial planning.
7. Dealing in private retirement schemes.
Part 2 — Interpretation 1 regulated activity. "Dealing in securities" means, whether as principal or agent — (a) acquire, dispose of, subscribe or underwrite the securities; or (b) making or offering to make with any person, or induces or attempts to induce any person to make or offer to make — (i) any agreement for or with a view you want to acquire, dispose of, subscribe or underwrite the securities; or (ii) any agreement, other than a derivative, the purpose or purposes recognized for him is to get a profit for any party of securities or by reference to ride them the value of securities.
2. "dealing in derivatives" means, whether as principal or agent, make or offer to make with any person, or induces or attempts to induce any person, or require or accept any order for, or otherwise — (a) makes or takes something penyerahhakkan that derivatives, whether or not on behalf of another person;
Capital markets and services 561 (b) take or cause to be acknowledged that closing the derivatives, whether or not on behalf of another person;
(c) in relation to options — (i) exercising any rights under the option; or (ii) allow any right under that option lapse, whether or not on behalf of another person; or (d) begin, mengasalkan or publish derivatives over the counter.
3. "Management Fund" means undertakes on behalf of any other person to manage — (a) a portfolio of securities or derivatives or a combination of both, by portfolio fund managers, either on authority or otherwise; or (b) an asset or asset classes in a Fund by the Manager of the Fund assets.
4. "Advises corporate finance" means to give advice in respect of — (a) compliance with or with respect to part VI, any regulations made under section 378 and any guidelines issued under section 377 in relation to any matter provided for under part VI, or in relation to the generation of capital by any corporation;
(b) compliance with stock exchange listing requirements relating to capital generation or the relevant transaction;
(c) restructuring or restructuring listed corporation or a subsidiary of a listed corporation on the assets or liabilities.
5. "investment advice" means the conduct of a business of advising others with respect to securities or derivatives or as part of a business, issue or promulgate analysis or report with securities or derivatives.
6. "financial planning" means analysing the financial circumstances of another person and provide a plan to meet the needs and financial objectives of the other person, including any investment plans in securities, whether or not a fee imposed on it.
562 laws of Malaysia Act 671 7. "Dealing in private retirement scheme" means, whether as principal or agent, make or offer to make with any person, or induces or attempts to induce any person to enter into or offer to enter into any agreement for or with a view to — (a) acquire or dispose of the interest of the beneficiaries under a private pension scheme; or (b) make contributions to a private pension scheme.
Schedule 3 [Subsection 58 (2)] the person who determined 1. Any company registered under the trust companies Act 1949 that the conduct of any activity terkawalnya is solely incidental to the conduct of its affairs for which registered under the trust companies Act 1949.
2. Any of the advocates and solicitors that are defined under the legal profession Act [Act 166] carrying out practice the exercise activities terkawalnya advise corporate finance or financial planning is merely incidental to the practice of his profession.
3. Any accountant who is a member of the Institute established under the Accountants Act 1967 [Act 94] carrying out practice the exercise activities terkawalnya advise corporate finance or financial planning is merely incidental to the practice of his profession.
4. a valuer defined under the valuers, Interpreters and estate agents, 1981 [Act 242] the evaluation in respect of assets for the purpose of advising corporate finance is merely incidental to the practice as a valuer.
5. Any person who is the proprietor of a newspaper and the holder of the permit issued under the printing presses and Publications Act 1984 [Act 301] that the exercise of the activities regulated by it investment advice through the newspaper if — (a) as far as the paper is distributed generally to the public, it is distributed only to subscribers and buyers of the paper to its value;
Capital markets and services 563 (b) the advice given or the analysis or the report issued or enforced only through the paper;
(c) the person does not receive a Commission or other consideration because the issue or promulgate analysis or the report; and (d) the advice given and the analysis and the report issued or enforced solely incidental to the conduct of business of that person as the proprietor of a newspaper.
6. Any person whose activities are regulated investment advice through the provision of information services if — (a) in so far as the information service distributed generally to the public, it is distributed only to the customer and buyer of the information service for value;
(b) the advice given or the analysis or the report issued or enforced only through information services tu;
(c) the person does not receive a Commission or other consideration because the issue or promulgate analysis or the report; and (d) the advice given and the analysis and the report issued or enforced solely incidental to the conduct of business of that person as the proprietor of an information service.
7. Any corporation which conduct the management of the regulated activity is purely for the benefit of the money of the company berhubungannya.
8. Any corporation which conduct activities regulated investment advice by him is purely for the benefit of a related company.
9. Any corporation which the exercise of its corporate finance to advise regulated activity is purely for the benefit of the company berhubungannya and if it is relevant to a listed corporation, advice that is not distributed to the shareholders of the company in relation to it or otherwise communicated to the public.
10. Any person whose activities are under control of dealing in securities for — (a) the account itself or to a corporation berhubungannya through an existing capital markets services licence who carries on the business of dealing in securities;
564 laws of Malaysia Act 671 (b) his or her account or the accounts of its customers through licensed banks for the purpose of lending of securities under any guidelines issued by the Commission under subsection 377 (1); or (c) the account itself or to a corporation that is not berhubungannya if securities listed on the stock exchange.
11. Any person dealing in derivatives — (a) on its own account or to a corporation berhubungannya; or (b) if that person is not a resident in Malaysia, acting as principal or agent through the holder of a capital markets services licence who carries on the business of dealing in derivatives.
12. (Cut by P.U. (A) 336/2011).
13. a holder of a capital markets services licence who carries on the business of dealing in the derivatives business in its security — (a) are consequential from dealing in derivatives;
(b) is related to the sender of a delivery of securities in a class of securities subject to a class of derivatives; or (c) is related to the transfer of securities as collateral or guarantees, or realisation of any collateral or guarantee, to obligations under a derivatives.
14. Any public statutory corporation established under any written law which regulated activities of dealing in securities or fund management.
15. Any stock exchange or the Exchange holding company business in its security is merely incidental to the operation by it a stock market or a stock exchange.
16. An Exchange holding company of bursa derivatives or if a business in derivative contracts is merely incidental to the operation by him of a derivatives market or a bursa derivatives.
Capital markets and services 565 17. A clearing centre or approved Exchange holding company business in securities or trading in derivative contracts, as the case may be, is merely incidental to the operation by it facilities with clarification on the securities or derivative contract, as the case may be.
18. A licensed offshore banks that are defined under the banking Offshore 1990 [Act 443], offshore company or offshore foreign company is defined under the companies act Offshore 1990 [Act 441], which conduct activities regulated investment advice by him to a person who is not a resident in Malaysia purely incidental to the business of foreign pesisirnya.
19. a receiver, receiver and Manager or liquidator or any person appointed by the Court that the exercise of the terkawalnya activity is merely incidental to his duties as receiver, receiver and Manager, a liquidator or any person appointed by the Court, as the case may be.
20. A trustee or other person conducting activities terkawalnya is merely incidental to the administration by it a compromise or arrangement between a body corporate with any others.
21. An insurer licensed under the Insurance Act 1996 * or takaful operator registered under ** the Takaful Act 1984 which conduct activities regulated fund management by it is purely incidental to the management and administration of the business of insurance, or takaful, as the case may be.
22. Any recognized market operator terkawalnya activity is merely incidental to the operation by him a recognised market.
* NOTE – Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Takaful Act 1984 [Act 312] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
566 laws of Malaysia Act 671 table 4 [Paragraph 76 (1) (a)] People registered part 1 first column second Column third Space Activity Category person registered Details 1 dealing in securities (a) Mention the sales price and the purchase of, and dealing in — (i) debentures, stocks or bonds of the Federal Government, any State Government or statutory bodies; or (ii) corporate debenture instruments which are not listed for trading on any stock exchange.
Islamic banks and all licensed institution (b) to enter into arrangements for the sale or purchase of securities issued by, owned by, or on behalf of clients through the holder of capital markets services licence who carries on the business of dealing in securities.
Islamic banks, licensed banks, KAF Investment Bank Berhad and licensed financial company (c) to enter into arrangements for the sale or purchase of securities not listed on a stock market of a stock exchange published by, owned by, or on behalf of clients.
Islamic banks, licensed banks, KAF Investment Bank Berhad, licensed discount Center and licensed finance companies (d) (i) the Securities Underwriting and placement out any sekuri t i the ta ja bail either by the holder of a capital markets Services Licence who carries on the business of dealing in securities or otherwise.
Islamic banks, licensed banks and KAF Investment Bank Berhad capital markets and services 567 first column second Column third Space Activity Category person registered Details (ii) Securities Underwriting and placement out any security which is underwritten, whether by the holder of a capital markets Services Licence who carries on the business of dealing in securities or otherwise, in connection with an offer to infrastructure project companies as determined by the Commission.
Bank Pembangunan Malaysia Berhad (e) Underwriting bond issues that are purely incidental to p e n g u r u s a n d a n t e n t a d b i r a n business insurance or takafulnya.
Insurance companies licensed under * the Insurance Act 1996 [Act 553] and the takaful operator registered under ** the Takaful Act 1984 [Act 312] (f) Placement in private issue securities on behalf of customers.
KAF Investment Bank Berhad and Bank Islam (g) Arrangements for the supply or sale or purchase as an agent for any person of any interest in a unit trust scheme.
Islamic banks, licensed banks and such r If t licensed financial, Bank Kerjasama Rakyat Malaysia Berhad and Bank Simpanan Nasional Berhad (h) Act or offer to act as an agent for any central issue relating to the publication or listing of any securities.
Islamic banks, licensed banks, KAF Investment Bank Berhad and licensed finance companies (i) lending or borrowing of unlisted debt securities for the account of the predecessors i or for customer's account under the guidelines for the Program of loans and Lending under the CROSS or any other equivalent guidelines issued by Bank Negara.
Islamic banks, licensed banks licensed finance companies, and KAF Investment Bank Berhad * NOTE – the Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Takaful Act 1984 [Act 312] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
568 laws of Malaysia Act 671 first column second Column third Space Activity Category person registered Items (j) P e m b e r i a n d i n j a m a n a t o facilitate the lending of securities for its own account or for the account of the customer under any guidelines issued by the Commission under subsection 377 (1).
Licensed banks (k) enter into arrangements or supply as principal or agent for any person, sale or purchase of a structured warrant by eligible publishers approved under any guidelines issued by the Commission under subsection 377 (1).
Licensed banks, KAF Investment Bank Berhad and bank Islam 2. Advised corporate finance (a) debentures non-convertible to equity.
Licensed banks, KAF Investment Bank Berhad and licensed discount Center (b) Islamic securities as may be specified in the guidelines of the Commission in respect of Islamic securities.
Licensed banks, KAF Investment Bank Berhad, bank Islam and discount Center licensed (c) structured Products as defined under any guidelines the Commission under subsection 377 (1).
Licensed banks, KAF Investment Bank Berhad and bank Islam (d) a structured warrant as defined under any guidelines issued by the Commission under subsection 377 (1).
Licensed banks, KAF Investment Bank Berhad and bank Islam (e) issuance of securities for money or other consideration KAF Investment Bank Berhad and bank Islam (f) acquisitions and mergers under the Malaysian code on take-overs and mergers.
KAF Investment Bank Berhad and bank Islam
Capital markets and services the first column second Column 569 Space third Item Activity Category person registered (g) recommendations for project companies i n f r a s t r u k t u r e s p e r t i y a n g set out by the Commission either for the purpose of the listing of the company or otherwise.
Bank Pembangunan Malaysia Berhad 3. Investment advice (a) carry on a business of advising others about sekuri t i or part of the business, issue or promulgate analysis or reports in respect of the securities; or (b) carrying out a business of advising others about derivatives or part of the business, issue or promulgate reports derivatives.
Islamic banks and licensed institutions 4. Management Fund Bert indak or offering to act as portfolio manager for the customer or as investment manager or investment with national funds, trust funds, venture funds, unit trust funds or other funds including — (a) the provision of investment advice; and (b) the acquisition or disposal of securities or derivatives, incidental to the Fund management activities.
KAF Investment Bank Berhad and bank Islam 570 laws of Malaysia Act 671 first column second Column third Space Activity Category person Details registered 5. Dealing in derivatives (a) dealing in derivatives in the money market.
Licensed institutions, Islamic banks, syar tie insurance re license under * the Insurance Act 1996 [Act 553] and the takaful operator registered under ** the Takaful Act 1984 [Act 312].
(b) dealing in derivatives over the counter.
Licensed institutions, Islamic banks, syar tie insurance re license under * the Insurance Act 1996 [Act 553] and the takaful operator registered under ** the Takaful Act 1984 [Act 312] and institutions required under the Financial Institutions Development Act [Act 618] 6. Dealing in private retirement schemes or organise the offer to sell or buy as an agent for any person, any kepent ingan da lam private retirement schemes.
Islamic banks, licensed banks licensed finance company, Bank Kerjasama Rakyat Malaysia Berhad and Bank Simpanan Nasional * NOTE – the Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Takaful Act 1984 [Act 312] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
Capital markets and services 571 part 2 first column second Column third Space Activity Category person registered Details 1. (a) dealing in sekuri t i in respect of investments made by the Corporation capital effort n iaga and venture fund management Corporation; and (b) Act or offer to re t indak as investment manager or investment manager of joint venture funds, including the provision of investment advice that is incidental to the management of the money.
Any capital Corporation and such efforts n iaga r If t fund management venture registered under Commission Guidelines for the registration of Corporation venture capital and venture capital management Corporation 2. Investment advice in relation to the provisions of the rating for debentures.
Agens i pe rkada ran k red i t registered under the Commission Guidelines on the registration of the Credit Rating Agency 3. Investment advice in relation to pricing of debentures.
A bond pricing agency registered under the Commission Guidelines on the Registration Bond Pricing Agency 4. Dealing in securities in connection with the administrative duties of Pengurusan Danaharta Nasional Berhad.
P e n g u r u s a n D a n a h a r t a Nasional Berhad and all its subsidiaries prescribed under subsection 60 (2) of the Pengurusan Danaharta Nasional Berhad 1998 [Act 587] 572 laws of Malaysia Act 671 of Schedule 5 [Subsection 212 (8)] recommendations do not require approval, authorization or recognition of Category transactions not subject to the requirements of subsection 212 (2) , (3), (4) and (6), and paragraph 212 (5) (a).
Part 1 of the Proposal under the framework of Submit save and Launch 1. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase: (a) securities except shares, to the person specified in part I of Schedule 6 or 7; or (b) debentures or sukuk is specific to the person outside Malaysia, provided preparation, supply for subscription or purchase, or the issuance of an invitation to subscribe for or purchase securities that, in compliance with the Framework Submit save and Smooth as determined by the Commission, including requirements relating to the lodgement of documents and information, the payment of fees and the length of time.
Part 2 a. General Securities 2. Any proposal, scheme, transaction, arrangement or activity, or the issuance of securities or the offering for subscription or purchase of securities, or the issuance of an invitation to subscribe for or purchase securities, in respect of — (a) the listing or quotation of securities issued or guaranteed by the Federal Government or the Central Bank on the stock market of a stock exchange;
(b) the listing or quotation of securities issued or guaranteed by the Corporation as defined in Likuiditi Management Corporation Act international Islamic 2011 [Act 721];
(c) the listing and quotation of the warrants structured on the stock market of a stock exchange, provided that the issuer of the structured warrants qualifications comply with the requirements specified by the Commission;
Capital markets and services 573 (d) an acquisition or disposal of assets resulted in a significant change in business direction or policies of a corporation share is listed on the Stock Exchange alternative market unless the acquisition or disposal is carried out in relation to paragraph 212 (2) (b);
(e) disposal of assets resulted in a significant change in business direction or policies of a corporation share listed on the main market of a stock exchange is not part of any other proposals which require approval from the Commission; or (f) the listing and quotation of securities of a corporation on the stock market due to restructuring activities involving the transfer of the listing status of a corporation to the Corporation first mentioned unless it forms part of the proposal that belong under paragraph 212 (2) (d) or subsection 212 (3).
3. Any proposal, scheme, transaction, arrangement or activity, or the issuance of securities, or an offer for subscription or purchase of securities, or the issuance of an invitation to subscribe for or purchase securities, if a corporation that is listed on the stock exchange share distribute securities held by it in the other corporation, or a unit trust funds to his own.
4. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase — (a) securities issued or guaranteed by the Federal Government or the Central Bank;
(b) securities issued or guaranteed by any State Government;
(c) securities issued or guaranteed by the Corporation as defined in Likuiditi Management Corporation Act international Islamic 2011;
(d) securities of a company to existing members of the company within the meaning of section 270 of the companies Act, 1965;
(e) securities any entity established or registered under applicable laws in Labuan — (i) specific to the person in Labuan or outside Malaysia; or (ii) to another entity established or registered under applicable laws in Labuan.
574 laws of Malaysia Act 671 5. Invitation or offer to underwrite or underwrite securities pursuant to a small underwriting agreement with regard to the listing and quotation of securities on the stock market of a stock exchange.
6. Publication or allocation of securities to the underwriter or Underwriters small according to an underwriting agreement with regard to the listing and quotation of securities on the stock market of a stock exchange.
Share 7. Any proposal, scheme, transaction, arrangement or activity, or the issuance of shares, or an offer for subscription or purchase of shares, or the issuance of an invitation to subscribe for or buy, share, in connection with the listing or quotation of shares in a corporation in the market for an alternative stock exchange.
8. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase — (a) the shares of a private company;
(b) the shares of a public company who share is not listed on the stock exchange and did not apply so that the main market share is listed on the stock exchange;
(c) the shares of a foreign corporation share listed on a stock exchange outside Malaysia according to — (i) an employees ' share scheme or employees ' share option scheme;
(ii) a bonus issue;
(iii) a distribution of shares in lieu of dividends;
(iv) a rights issue;
(v) the exercise of warrants, options or subscription rights can move, variation of convertible notes or preference shares, or convertible note conversion;
(vi) rights in respect of warrants, options or rights without consideration;
(vii) the subdivisions or consolidation of shares; or (viii) any other corporate activities as determined by the Commission;
(d) shares held by a foreign corporation share listed on a stock exchange outside Malaysia in accordance with the Division of shares in lieu of dividends;
Capital markets and services 575 (e) shares pursuant to a take-over offer a foreign corporation;
(f) the shares of a foreign corporation share is not listed on the stock exchange or a stock exchanges outside Malaysia according to — (i) an employees ' share scheme or employees ' share option scheme;
(ii) a bonus issue;
(iii) a distribution of shares in lieu of dividends; or (iv) a rights issue that could not be discharged;
(g) shares not listed on the stock exchange or a stock exchanges outside Malaysia to existing shareholders or any other person as determined by the Commission in any guidelines issued under section 377; and (h) the shares of a corporation that is listed on a market share of alternative stock exchange in addition to suggestions that belong under paragraph 212 (2) (b).
9. With respect to subsection 212 (4), any recommendations to make available, offer for subscription or purchase, or to issue an invitation to subscribe for or buy, outside Malaysia, shares of a public company or a corporation that share is listed on the stock exchange, in addition to the proposal to list the share in an Exchange outside Malaysia through — (a) initial public offering; or (b) a cross-listing of shares shall, either directly or indirectly.
10. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or buy, share, except shares in a closed-end Fund, listed or approved for listing and quotation on the Exchange outside of Malaysia, to — (a) closed-end Fund approved by the Commission;
(b) the holder of a capital markets services licence;
(c) any person acquiring shares, as principal, for a consideration of not less than two hundred and fifty thousand ringgit or similar value in foreign currencies for each transaction whether that amount is paid in cash or otherwise;
(d) individuals with a total private NET, or net total assets in association with the spouse, exceeding three million ringgit or to the same value in a foreign currency, excluding the value of the person's primary residence;
576 laws of Malaysia Act 671 (e) individuals with gross annual income of more than three hundred thousand dollars or a similar value in foreign currencies every year in the previous twelve months;
(f) an individual who, in association with the spouse, have a gross annual income of more than four hundred thousand dollars or a similar value in foreign currencies every year in the previous twelve months;
(g) the Corporation has a total net assets in excess of ten million dollars or a similar value in foreign currency on the basis of the last audited accounts;
(h) partnership that has total net assets in excess of ten million ringgit or to the same value in a foreign currency;
(i) the license of the bank or insurance licensees as defined in the financial services act and Labuan Securities 2010 [Act 704];
(j) licensee Islamic banks or takaful licensees as defined in the financial services and Securities Act of Islam Labuan 2010 [Act 705]; or (k) any other person as determined by the Commission, provided that the stock exchange is determined by the Commission and the distribution of shares is made by the holder of a capital markets Services Licence who carries on the business of dealing in securities.
11. In respect of a corporation that is listed on the main market share stock exchange, making available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase, shares pursuant to —
(a) exercise of warrants, options or subscription rights can transfer, alteration of a note can change or preference shares, or conversion of a convertible note;
(b) a right in respect of warrants, options or rights without consideration;
(c) a small distribution or consolidation of shares;
(d) an employees ' share scheme or employees ' share option scheme;
(e) a bonus issue;
(f) a rights issue;
(g) an exercise of placement in private;
Capital markets and services 577 (h) a distribution in lieu of dividends;
(i) an acquisition of securities or assets that do not cause a significant change in business direction or policies of the Corporation; or (j) any other corporate activities under the rules of the stock exchange as may be determined by the Commission, unless it forms part of the proposal under paragraph 212 (2) (d) or subsection 212 (3).
Unit trust or investment scheme set 12. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase, units in a unit trust or investment scheme set by the personal representatives, liquidator, receiver or trustee in bankruptcy or pelikuidasian, as the case may be, in the course of normal in the realisation of assets.
13. Any proposal, scheme, transaction, arrangement or activity, or publication, or an offer for subscription or purchase, or the issuance of an invitation to subscribe for or purchase units in a unit trust or investment scheme prescribed in respect of an acquisition or disposal of assets resulted in significant change in the direction of business or policy of a fund or investment scheme set are listed on the main market of the stock exchange in addition to the trust business.
14. With respect to the Fund or investment scheme set are listed on the main market of the stock exchange, the publication and the next listing and quotation of the units of the unit trust or investment scheme specified in the primary market according to bonus issues or rights issue.
Debentures and sukuk 15. Make available, offer for subscription or purchase, or publish the invitation to subscribe for or purchase, debenture or sukuk by a corporation to the Corporation related to it if the debentures or sukuk that contains terms which prohibit the transfer of debentures or sukuk, as the case may be, to any other person.
16. In the case of public companies are debenturnya or sukuknya has been approved by the Commission, the proposed listing of the sukuk in debentures or stock exchange outside Malaysia.
578 laws of Malaysia Act 671 17. Any proposal, scheme, transaction, arrangement or activity, or the issuance of shares or offer for subscription or purchase of shares, or the issuance of an invitation to subscribe for or purchase shares, in respect of an acquisition or disposal of assets resulted in a significant change in business direction or policies of a Corporation only debenturnya or sukuknya listed on the stock market the stock exchange.
18. All secondary transaction debentures or sukuk.
B. Derivatives 19. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase — (a) derivatives issued or guaranteed by the Federal Government or the Central Bank;
(b) derivatives issued or guaranteed by any State Government;
(c) derivatives issued or guaranteed by the Corporation as defined in Likuiditi Management Corporation Act international Islamic 2011;
(d) derivative of any entity established or registered under applicable laws in Labuan — (i) specific to the person in Labuan or outside Malaysia; or (ii) another entity established or registered under applicable laws in Labuan.
20. Make available, offer for subscription or purchase, or to issue an invitation to subscribe for or purchase, or dealing in, derivatives over the counter if — (a) derivatives over the counter is intended to provided, offered for subscription or purchase to;
(b) invitation to subscribe for or purchase over the counter derivatives is made to; or (c) business in derivatives over the counter that involve, people which is specified in part I of Schedule 6 or 7.
Capital markets and services 579 table 6 [section 229] exceptional Supply or invitation with the exception of part I a. exempt exempt Supply or invitation made to qualified investors 1. Offer or invitation made to unit trust schemes, investment scheme or retirement scheme.
1a. In the tender or invitation made to Bank Negara.
2. (Cut).
3. An offer or invitation made to — (a) the holder of a capital markets services licence; or (b) the Executive Director or the Chief Executive Officer of capital markets services licence.
4. Offer or invitation made to the closed-end Fund approved by the Commission.
5. Offer or invitation made to licensed banks or insurance licensees as defined under the financial services act and Labuan Securities 2010.
6. Offer and invitation made to an Islamic bank or licensee licensed takaful as defined under the financial services and securities Islam Labuan 2010.
7. Offer or invitation made to licensed institutions as defined in * of the banking and financial institutions Act 1989 or an Islamic bank as defined in * * the Islamic Banking Act 1983.
* NOTE – of the banking and financial institutions Act 1989 [Act 372] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Islamic Banking Act 1983 [Act 276] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
580 laws of Malaysia Act 671 8. Offer or invitation made to the insurance company registered under * Insurance Act 1996 or registered takaful operator under ** the Takaful Act 1984.
B. offering of exception or exceptional invitation made to high net worth entities 9. Offer or invitation made to — (a) a company registered as a trust company under the trust companies Act 1949 which has assets under management of more than ten million ringgit or to the same value in a foreign currency; or (b) a corporation which is a public company under the companies Act 1965 which has been authorised by the Commission to be the trustee for the purposes of this Act and has assets under management of more than ten million ringgit or to the same value in a foreign currency.
10. Offer or invitation made to — (a) the Corporation has total assets in excess of ten million dollars or a similar value in foreign currency on the basis of the last audited accounts; or (b) a partnership with total net assets of more than ten million ringgit or to the same value in a foreign currency.
11. Offer or invitation made to statutory bodies established by the Parliament Act or enactment of any State.
12. An offer or invitation made to pension fund approved by the Director General of Inland Revenue Department under section 150 of the income tax Act 1967 [Act 53].
C. Supply an exception or exceptional invitation made to high net worth individuals 13. Offer or invitation made to individuals — (a) the number of his personal assets, or net net total assets in association with the spouse, exceeding three million ringgit or to the same value in a foreign currency, unless the person's primary residence niai;
* NOTE – Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Takaful Act 1984 [Act 312] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
Capital markets and services 581 (b) which roughly annual income exceeding three hundred thousand dollars or a similar value in foreign currencies every year in the previous twelve months; or (c) which, in association with the spouse, have annual income roughly more than four hundred thousand dollars or a similar value in foreign currency annually in the previous twelve months.
Part II d. exceptional Supply or invitation with the exception of the other 14. Offer or invitation made on any sale of units of unit trust or investment scheme set by the personal representatives, liquidator, receiver or trustee in bankruptcy or pelikuidasian, as the case may be, in the normal course of the realisation of assets.
15. All trade in securities with the exception of debentures dlaksanakan on the stock market of a stock exchange approved by the Minister pursuant to subsection 8 (2) or other stock exchanges outside Malaysia which is recognised under the rules of such stock exchange.
16. Offer or the offer of securities is made or guaranteed by the Federal Government or any State Government or Central Bank.
17. An offer or invitation in respect of shares of the private company.
18. Offer or invitation in accordance with the acquisition offer that complies with relevant laws applicable to the offer.
19. All secondary trading unless secondary trading in debentures debentures involving retail investors and the prospectus is not published.
20. An offer or invitation made to an employee or Director of a corporation or establishment in berhubungannya according to the scheme, employees or employees ' share option scheme.
21. An offer or invitation made to any creditors or holders of securities of the company which is undergoing scheme arrangement or compromise under section 176 of the companies Act 1965 [Act 125] or the reorganisation scheme under Pengurusan Danaharta Nasional Berhad 1998 [Act 587] which could not be released to any person other than the creditor or shareholder of the company.
22. An offer or invitation made specific to the person outside Malaysia.
23. In the tender or invitation to make an underwriting agreement or underwriting small or offer or invitation made to the underwriters under the deal.
582 laws of Malaysia Act 671 24. Offer or invitation made to a person who acquires securities pursuant to a settlement privately if the acquisition of the aggregate consideration is not less than two hundred and fifty thousand ringgit or similar value in foreign currencies for each transaction whether that amount is paid in cash or otherwise.
24A. Of an offer or invitation made by or to the Corporation as defined in the Act international Islamic Likuiditi Management Corporation 2011.
25. (Cut).
26. An offer or invitation made by or to Danamodal Nasional Berhad.
27. Offer or invitation in respect of securities of a Corporation made to existing members in a company within the meaning of section 270 of the companies Act 1965.
28. An offer or invitation in respect of securities of a foreign corporation or a foreign unit trust schemes which admitted to stock exchange outside Malaysia which has been determined by the Commission, which is made to the existing securities for a foreign corporation or foreign fund that through the rights issue, provided that an offer or invitation is accompanied by a prospectus or disclosure documents approved or registered by , or lodged with the authority of a foreign corporation or foreign supervisors of unit trust foreigners.
29. Regarding the securities of a corporation that is not listed, an offer or invitation made to members or holders of existing deentur the Corporation through a rights issue and does not constitute an offer to which section 237 apply.
30. An offer or invitation if no consideration (whether in cash or otherwise) given or to be given to an offer or invitation that.
Disapplication of part III Deals with the exception or exceptional invitation to which section 232, 233, 234, 235, 236, 237, 238, 239, 240, 241, and 244 Chapter 3 part VI shall not apply.
Capital markets and services 583 table 7 [section 230] Issue with the exception of part I a. exceptional Issue to accredited investor dbuat 1. The issue made to a unit trust schemes, investment scheme or retirement scheme.
2. Issue made to someone pemegag capital markets services licence.
3. Issue made to an Executive Director or Chief Executive Officer of capital markets services licence.
4. Issue made to closed-end Fund approved by the Commission.
5. Issue made to a licensed bank or insurance licensees as defined under the financial services act and Labuan Securities 2010.
6. Issue made to licensed Islamic banks or takaful licensees as defined under the financial services and securities Islam Labuan 2010.
7. Issue made to licensed institutions as defined in * of the banking and financial institutions Act 1989 or Islamic banks as defined in * * the Islamic Banking Act 1983.
8. Issue made to the insurance company registered under † Insurance Act 1996 or registered takaful operator under † † Takaful Act 1984.
8A. An issue made to Bank Negara.
* Banking and financial institutions Act 1989 [Act 372] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Islamic Banking Act 1983 [Act 276] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
† ENTRIES – the Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
† † NOTE – of Takaful Act 1984 [Act 312] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
584 laws of Malaysia Act 671 b. Issue exception made to high net worth entities 9. The issue made to — (a) a company registered as a trust company under the trust companies Act 1949 which has assets under management of more than ten million ringgit or similar value in foreign currencies; or (b) a corporation which is a public company under the companies Act 1965 which has been authorised by the Commission to be the trustee for the purposes of this Act and has assets under management of more than ten million ringgit or to the same value in a foreign currency.
10. Issue made to — (a) the Corporation has a total net assets in excess of ten million dollars or a similar value in foreign currency on the basis of the last audited accounts; or (b) a partnership with total net assets of more than ten million ringgit or to the same value in a foreign currency.
11. Issue made to statutory bodies established by the Parliament Act or enactment of any State.
12. Issuance made to pension fund approved by the Director General of Inland Revenue Department under section 150 of the income tax Act 1967 [Act 53].
C. Issue an exception made to high net worth individuals 13. The issue made to an individual — (a) the number of his personal assets, or net net total assets in association with the spouse, exceeding three million ringgit or similar value in foreign currencies, except the value of the person's primary residence;
(b) the annual income roughly more than three hundred thousand dollars or a similar value in foreign currencies every year in the previous twelve months; or (c) which, in association with the spouse, have annual income roughly more than four hundred thousand dollars or a similar value in foreign currency annually in the previous twelve months.
Capital markets and services 585 part II d. exceptional Issue another 14. The issue made to the underwriter under the underwriting agreement or underwriting small.
15. The issue of any sale of units of unit trust or investment schemes set by someone personal representative, liquidator, receiver or trustee in bankruptcy or pelikuidasian, as the case may be, in the normal course of the realisation of assets.
16. All trade in securities with the exception of debentures in the stock market of a stock exchange approved by the Minister pursuant to subsection 8 (2) or other stock exchanges outside Malaysia which is recognised under the rules of such stock exchange.
17. An issue in respect of the shares of a private company.
18. The issuance of securities made or guaranteed by the Federal Government or any State Government or Central Bank.
19. An issue pursuant to a take-over offer that complies with relevant laws applicable to the offer.
20. All secondary trading unless secondary trading in debentures debentures involving retail investors and the prospectus is not published.
21. An issue made to an employee or Director of a corporation or a Corporation pursuant to a berhubungannya scheme, employees or employees ' share option scheme.
22. Issue made to any creditors or holders of securities of the company which is undergoing scheme arrangement or compromise under section 176 of the companies Act 1965 or reorganisation scheme under Pengurusan Danaharta Nasional Berhad 1998 could not be released to any person other than the creditor or shareholder of the company.
23. Securities Corporation is not listed, the issue made to members or debenture holders of the existing of the Corporation through a rights issue and is not an offer for which section 237 apply.
24. The issue of twisting to the person outside Malaysia.
25. The issue made to a person who acquires securities according to placement in private if the aggregate consideration for the acquisition was not less than two hundred and fifty thousand ringgit or similar value in foreign currencies for each transaction whether that amount is paid in cash or otherwise.
586 laws of Malaysia Act 671 26. The issue made by or to Danamodal Nasional Berhad.
27. The issuance of securities by the Corporation pursuant to the exercise of options, warrants or subscription rights can be transferred, of which the prospectus registered under this Act or which securities options, warrants or subscription rights that may be transferred is adjusted listed securities.
28. Issue of shares by the Corporation in accordance with the provisions contained in the convertible note, whether the notes issued by the Corporation or by another corporation, of which a prospectus has been published under this Act or which shares the modified note was listed shares.
29. An issue in respect of the shares, or units in a unit trust or investment scheme is determined, whether within or outside Malaysia, published to explain the dividend or distribution payable by the producer to the shareholders or existing units issued pursuant to a prospectus.
30. Issue with respect to the securities of the Corporation made to existing members in a company within the meaning of section 270 of the companies Act 1965.
31. A bonus issue of securities made by a corporation, unit trust or investment scheme set.
32. a security issue with respect to a foreign corporation or unit trust schemes of foreign security or any security accepted in to class exchanges outside Malaysia as may be determined by the Commission, which is made to the existing securities for a foreign corporation or foreign fund that through the rights issue, provided the issue accompanied by a prospectus or disclosure documents approved or registered by , or lodged with the authority of a foreign corporation or foreign supervisors of unit trust foreigners.
33. a security issue if there is no consideration (whether in cash or otherwise) given or to be given to the offer of securities.
34. An issue made by or to the Corporation as defined in the Act international Islamic Likuiditi Management Corporation 2011.
35. An issue in respect of the securities of a corporation to be made to the existing securities of the Corporation through a rights issue that could not be released or a rights issue that could release a favorable review to its existing securities that's it.
Capital markets and services 587 disapplication of part III Deals with the exception or exceptional invitation to which section 232, 233, 234, 235, 236, 237, 238, 239, 240, 241 and 244 Chapter 3 part VI shall not apply.
Table 8 [Subsection 257 (1)] the publication of the issue of debentures, the offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures for which Subpenggal 1 of Division 4 of part VI and section 283 Subpenggal 2 of Division 4 of part VI shall not apply.
1. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made by the Federal Government or any State Government or any other government agency.
2. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures guaranteed by the Federal Government or the Central Bank.
3. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures pursuant to conditions can only be held by a member of the Publisher.
4. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures pursuant to conditions can only be held by a single holder of the debentures.
5. all secondary transactions in debentures.
6. (Cut by P.U. (A) 473/2012).
7. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made pursuant to a scheme of arrangement or compromise under section 176 of the companies Act 1965 or a reorganisation scheme under Pengurusan Danaharta Nasional Berhad in 1998.
588 laws of Malaysia Act 671 8. An issue, offer for subscription or purchase or invitation to subscribe for or purchase, debenture made by or to Danamodal Nasional Berhad.
9. An issue, offer for subscription or purchase or invitation to subscribe for or purchase, debenture made specific to the person outside Malaysia.
10. An issue, offer for subscription or purchase or invitation to subscribe for or purchase, debenture to an existing company within the meaning of section 270 of the companies Act 1965.
11. An issue, an offer or invitation made in respect of the debentures of the types of foreign currency to — (a) an underwriter under an underwriting or the initial purchase agreement;
(b) a unit trust or investment scheme set;
(c) a holder of a capital markets Services Licence who carries on the business of dealing in securities;
(d) a closed-end Fund approved by the Commission;
(e) a holder of a capital markets Services Licence who carries on the business management of the Fund;
(f) a corporation that has total net assets in excess of ten million dollars or a similar value in foreign currency on the basis of the last audited accounts;
(g) a licensed offshore bank as defined under the banking Offshore 1990; or (h) an offshore insurer as defined under the offshore Insurance Act 1990.
12. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made by any person or corporation established or incorporated in or outside Malaysia, other than an intermediate aim special not berbantuan completely into a another entity, which has a credit rating of AAA local or international credit rating BBB and above, given by a credit rating agency unless the issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture is made to retail investors as determined by the Commission.
Capital markets and services 589 13. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made by any person or corporation established or incorporated outside Malaysia as determined by the Commission.
14. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made by or to the Corporation as defined in the Act international Islamic Likuiditi Management Corporation 2011.
Table 9 [Subsection 257 (2)] the issue of debentures 1. The issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture to whom section 263, 266, 268, 269, 271, 272, 275, 278, 280, subsection (4) and 280 (5) of Division 4 of part VI shall not apply.
2. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a company which is registered as a trust company under the trust companies Act 1949 or a corporation which is a public company under the companies Act 1965 or under the laws of any other country authorised by the Commission to be the trustee for the purposes of this Act.
3. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a unit trust or investment scheme set.
4. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a holder of a capital markets services licence who carries on the business in securities.
5. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a closed-end Fund approved by the Commission.
6. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to an existing capital markets services licence who carries on the business management of the Fund.
7. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a person who acquires securities pursuant to a bid, as principal, if reply 590 laws of Malaysia Act 671 aggregate of acquisition that is not less than two hundred and fifty thousand ringgit or similar value in foreign currencies for each transaction, whether the amount paid in cash or otherwise.
8. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to an individual who has a total net personal assets exceed three million ringgit or to the same value in a foreign currency.
9. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a corporation that has total net assets in excess of ten million dollars or a similar value in foreign currency on the basis of the last audited accounts.
10. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a licensed offshore bank as defined under the banking Offshore 1990.
11. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to an offshore insurer as defined under the offshore Insurance Act 1990.
12. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures of a private company.
13. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a licensed institution as defined in * of the banking and financial institutions Act 1989 or an Islamic bank as defined in * * the Islamic Banking Act 1983.
14. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, the debentures are made to an insurance company registered under the Insurance Act 1996. †
15. An issue, offer for subscription or purchase of, or invitation to subscribe for or purchase, debenture made to a pension fund approved by the Director General of Inland Revenue Department under section 150 income tax Act 1967.
* NOTE – of the banking and financial institutions Act 1989 [Act 372] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
* * NOTE – the Islamic Banking Act 1983 [Act 276] was repealed by the Islamic financial services Act 2013 [Act 759] — see section 282 of the Act 759.
† ENTRIES – the Insurance Act 1996 [Act 553] has been repealed by the Financial Services Act 2013 [Act 758] — see section 271 of the Act 758.
Capital markets and services 591 table 10 (Cut by A1406 Act).
Table 11 [section 388] * list of subsidiary legislation cancelled 1. The securities industry Regulations 1987 [P.U. (A) 314/1987].
2. Order of the securities industry (exemption) order 1992 [P.U. (A) 126/1992].
3. Rules of the futures industry, 1995 [P.U. (A) 413/1995].
4. Order of the securities industry (with the exception of Dealer) (No. 2) 1996 [P.U. (A) 21/1996].
5. Declaration of the securities industry (Trade securities) (No. 2) 1996 [P.U. (B) 23/1996].
6. Securities industry regulations (licensing Fund Managers and Fund Managers Representatives) 1996 [P.U. (A) 117/1996].
7. Pe ra tu ran-Pera tu ran Per indus t r i an Sekur i t i (Depos i t) 1997 [P.U. (A) 34/1997].
8. The securities industry regulations (Compensation Fund) Regulations 1997 [P.U. (A) 35/1997].
9. The securities industry regulations (contract note Traders) Regulations 1997 [P.U. (A) 37/1997].
10. Declaration of Industrial Security i (Dealing Security i) 1997 [P.U. (B) 338/1997].
11. Per in tah Per indus t r i an Sekur i t i (Pen iaga Terkecua l i) 1997 [P.U. (A) 339/1997].
12. Order of the futures industry (variation of Composition Board) 1998 [P.U. (A) 139/1998].
13. Se in tah Per indus t r i an Sekur i t i (Pen iaga Terkecua l i) 1998 [P.U. (A) 324/1998].
* NOTE – the following subsidiary legislation has been revoked by the capital markets and Services Act (Amendment) 2015 [A1499 Act]: (a) order of the capital markets and services (prescription of Islamic securities) 2012 [P.U. (A) 478/2012]; and (b) order of the capital markets and services (appointment of capital market Products) (Islamic capital market Products) 2012 [P.U. (A) 479/2012].
592 laws of Malaysia Act 671 14. Order of the futures industry (exemption from Licensing) Order 1998 [P.U. (A) 393/1998].
15. The securities industry regulations (disapplication of provisions relating to Internal Trade) 1999 [P.U. (A) 180/1999].
16. Se in tah Per indus t r i an Sekur i t i (Pen iaga Terkecua l i) 2000 [P.U. (A) 160/2000].
17. Order of the futures industry (exemption from Licensing) Order 2001 [P.U. (A) 209/2001].
18. Order of the securities industry (with the exception of Dealers) 2002 [P.U. (A) 17/2002].
19. Order of the securities industry (with the exception of Dealer) (No. 2) Order 2002 [P.U. (A) 314/2002].
20. The order of the securities industry (Declaration of Exceptional stock market) order 2005 [P.U. (A) 496/2005].
21. The securities industry regulations (Bond Pricing Agency) 2006 [P.U. (A) 22/2006].
Capital markets and services 593 laws of MALAYSIA Act 671 CAPITAL MARKETS and SERVICES ACT 2007 LIST AMENDMENT of laws that amend the short title effect from P.U. (A) 263/2008 order of the capital markets and services (Amendment of Schedule 8) 2008 01-08-2008 P.U. (A) 65/2009 order of the capital markets and services (Amendment of Schedule 4) order 2009 20-02-2009 P.U. (A) 128/2009 order of the capital markets and services (Amendment of Schedule 3 and 4) 2009 26-03-2009 P.U. (A) 287/2009 order of the capital markets and services (Amendment of schedule 5) 2009 03-08-2009 Act A1370 capital markets and Services Act (Amendment) order 2010 01-04-2010 Act A1406 capital markets and Services Act (Amendment) order 2011 03-10-2011 with the exception of paragraph 25 (a) P.U. (A) 336/2011 capital markets and services Order Service (Amendment of Schedule 1, 2, 3 and 4) 2011 04-10-2011 Act A1437 capital markets and Services Act (Amendment) 2012 28-12-2012 P.U. (A) 473/2012 capital markets and services Order (Amendment of Schedule 8) 2012 28-12-2012 P.U. (A) 475/2012 capital markets and services Order (Amendment Table 2) 2012 28-12-2012 594 laws of Malaysia Act 671 laws that amend
Short title effect from P.U. (A) 481/2012 capital markets and services Order (Amendment of Schedule 5, 6 and 7) 2012 28-12-2012 P.U. (A) 119/2015 capital markets and services Order (Amendment of Schedule 5, 6, 7 and 8) 2015 15-06-2015 Act A1499 capital markets and Services Act (Amendment) 2015 15-09-2015 P.U. (A) 212/2015 capital markets and services Order (Amendment of Schedule 3) 2015 15-09-2015 capital markets and services 595 laws of MALAYSIA Act 671 CAPITAL MARKETS and SERVICES ACT 2007 SECTION AMENDED Section Power amend with effect from 1 Act A1406 03-10-2011 2 A1370 Act 01-04-2010 Act A1406 03-10-2011 Act A1437 28-12-2012 Act A1499 15-09-2015 3 Act A1406 03-10-2011 5 Act A1406 03-10-2011 Act A1499 15-09-2015 6 Act A1406 03-10-2011 Title part II Act A1406 03-10-2011 7 A1406 Act 03-10-2011 Act A1499 15-09-2015 8 A1406 Act 03-10-2011 9 Act A1406 03-10-2011 10 A1406 Act 03-10-2011 11 A1406 Act 03-10-2011 12 A1406 Act 03-10-2011 13 A1406 Act 03-10-2011 15 A1406 Act 03-10-2011 596 laws of Malaysia Act Power to amend Section 671 in effect from 16 A1406 Act 03-10-2011 17 Act A1406 03-10-2011 18 Act A1406 03-10-2011 20 Act A1437 28-12-2012 21 Act A1406 03-10-2011 23 of A1406 03-10-2011 24 Act A1406 03-10-2011 26 Act A1406 03-10-2011 27 Act A1406 03-10-2011 Act A1499 15-09-2015 28 Act A1406 03-10-2011 29 Act A1406 03-10-2011 30 Act A1406 03-10-2011 Act A1499 15-09-2015 31 Act A1406 03-10-2011 32 Act A1499 15-09-2015 33 Act A1406 03-10-2011 Act A1499 15-09-2015 34 Act A1499 15-09-2015 A1499 Act 35 15-09-2015 A1499 Act 36 15-09-2015 36a A1499 Act 15-09-2015 36b A1499 Act 15-09-2015 37 Act A1406 03-10-2011 capital markets and services Power amend Section 597 effect from 38 A1406 Act 03-10-2011 39 A1406 Act 03-10-2011 40a A1499 Act 15-09-2015 40b A1499 Act 15-09-2015 40c A1499 Act 15-09-2015 40d A1499 Act 15-09-2015 40e A1499 Act 15-09-2015 40f A1499 Act 15-09-2015 40 g Act A1499 15-09-2015 40h A1499 Act 15-09-2015 41 A1406 Act 03-10-2011
52 the Act A1406 03-10-2011 57a A1499 Act 15-09-2015 57b A1499 Act 15-09-2015 57c A1499 Act 15-09-2015 59a A1499 Act 15-09-2015 60 A1406 Act 03-10-2011 61 A1406 Act 03-10-2011 62 A1406 Act 03-10-2011 63 A1370 Act 01-04-2010 Act A1406 03-10-2011 64 A1406 Act 03-10-2011 65 A1406 Act 03-10-2011 598 laws of Malaysia Act Power to amend Section 671 effect from 66 A1406 Act 03-10-2011 67 A1406 Act 03-10-2011 68 A1406 Act 03-10-2011 69 A1406 Act 03-10-2011 70 A1406 Act 03-10-2011 Act A1437 28-12-2012 71 A1406 Act 03-10-2011 72 A1406 Act 03-10-2011 73 A1406 Act 03-10-2011 74 A1406 Act 03-10-2011 75 A1406 Act 03-10-2011 76 Act A1406 03-10-2011 Act A1437 28-12-2012 76a A1437 Act 28-12-2012 78 A1406 Act 03-10-2011 80 A1406 Act 03-10-2011 15 A1499 Act 89-09-2015 A1406 Act 92 03-10-2011 92a A1406 Act 03-10-2011 Act A1499 15-09-2015 A1499 Act 94 15-09-2015 95 A1499 Act 15-09-2015 98 A1406 Act 03-10-2011 Subsubtajuk Subpenggal 3 Act A1406 03-10-2011 Chapter 3 part III of the capital market and Power to amend Section 599 service operation from 99 A1406 Act 03-10-2011 100 A1406 Act 03-10-2011 101 A1406 Act 03-10-2011 102 A1406 Act 03-10-2011 103 A1406 Act 03-10-2011 104 A1406 Act 03-10-2011 105 A1406 Act 03-10-2011 Act A1437 28-12-2012 106 A1406 Act 03-10-2011 Act A1437 28-12-2012 107 A1406 Act 03-10-2011 4 A1406 Subsubtajuk Subpenggal Act 03-10-2014 Term 3 part III – 107J 107a A1406 Act 03-10-2014 111 A1406 Act 03-10-2011 116 Act A1406 03-10-2011 117 A1406 Act 03-10-2011 A1406 Act 118 03-10-2011 119 A1406 Act 03-10-2011 120 A1406 Act 03-10-2011 121 A1406 Act 03-10-2011 122 A1406 Act 03-10-2011 123 A1406 Act 03-10-2011 Subsubtajuk Subpenggal 5 Act A1406 03-10-2011 of Division 4 of part III 600 laws of Malaysia Act Power to amend Section 671 effect from 125 A1406 Act 03-10-2011 126 A1406 Act 03-10-2011 128 A1406 Act 03-10-2011 137 A1406 Act 03-10-2011 139 A1406 Act 03-10-2011 139a-139zm Act A1406 03-10-2011 139zk-139zr Act A1437 28-12-2012 139ZS A1499 Act 15-09-2015 140 A1406 Act 03-10-2011 Act A1437 28-12-2012 141 – 158 A1437 Act 28-12-2012 159 A1406 Act 03-10-2011 Act A1437 28-12-2012 160 A1406 Act 03-10-2011 Act A1437 28-12-2012 Act A1499 15-09-2015 161 A1406 Act 03-10-2011 Act A1437 28-12-2012 162 A1406 Act 03-10-2011 Act A1437 28-12-2012 163 A1406 Act 03-10-2011 Act A1437 28-12-2012 164 A1406 Act 03-10-2011 Act A1437 28-12-2012 A1406 Act 165 03-10-2011 Act A1437 28-12-2012 166 A1406 Act 03-10-2011 Act A1437 28-12-2012 capital markets and services Power amend Section 601 effect from 167 A1406 Act 03-10-2011 Act A1437 28-12-2012 168 A1406 Act 03-10-2011 Act A1437 28-12-2012 A1406 Act 169 03-10-2011 Act A1437 28-12-2012 170 A1406 Act 03-10-2011 Act A1437 28-12-2012 171 A1406 Act 03-10-2011 Act A1437 28-12-2012 172 A1406 Act 03-10-2011 Act A1437 28-12-2012 173 A1406 Act 03-10-2011 Act A1437 28-12-2012 174 Act A1406 03-10-2011 Term 2 Subtitle A1406 Act 03-10-2011 part V 200 A1437 Act 28-12-2012 201 Act A1437 28-12-2012 Act A1499 15-09-2015 202 A1406 Act 03-10-2011 203 A1406 Act 03-10-2011 A1406 Act 204 03-10-2011 205 A1406 Act 03-10-2011 206 A1406 Act 03-10-2011 207 A1406 Act 03-10-2011 208 A1406 Act 03-10-2011 602 laws of Malaysia Act Power to amend Section 671 effect from 211 Act A1437 28-12-2012 212 – 214a A1437 Act 28-12-2012 215-215a A1437 Act 28-12-2012 216 A1370 Act 01-04-2010 Act A1499 15-09-2015 217 A1499 Act 15-09-2015 218 A1499 Act 15-09-2015 218a-d Act A1499 15-09-2015 219 A1499 Act 15-09-2015 220 A1370 Act 01-04-2010 Act A1437 28-12-2012 Act A1499 15-09-2015 221 A1499 Act 15-09-2015 222 A1370 Act 01-04-2010 Act A1499 15-09-2015 223 A1499 Act 15-09-2015 232 A1406 Act 03-10-2011 233 Act A1437 28-12-2012 237 A1437 Act 28-12-2012 245 Act A1437 28-12-2012 248 A1499 Act 15-09-2015 256 A1499 Act 15-09-2015 256a A1437 Act 28-12-2012 256b A1437 Act 28-12-2012 Act A1437 256c 28-12-2012 capital markets and services Power Section 603 amend with effect from 256d Act A1437 28-12-2012 256e A1437 Act 28-12-2012 256f A1437 Act 28-12-2012 Act A1437 256g 28-12-2012 Act A1437 256h 28-12-2012 256i Act A1437 28-12-2012 Act A1437 256J 28-12-2012 Act A1437 256k 28-12-2012 Act A1437 256l 28-12-2012 Act A1437 256m 28-12-2012 256n A1437 Act 28-12-2012 Act A1437 256o 28-12-2012 Act A1437 256p 28-12-2012 Act A1437 256q 28-12-2012 256r A1437 Act 28-12-2012 256s A1437 Act 28-12-2012 256t A1437 Act 28-12-2012 Act A1437 256u 28-12-2012 256v A1437 Act 28-12-2012 256w A1437 Act 28-12-2012 Act A1437 256x 28-12-2012 Act A1437 256y 28-12-2012 Act A1437 256z 28-12-2012 604 laws of Malaysia Act 671 Section Power amend with effect from
A1437 256za Act 28-12-2012 Act A1437 256zb 28-12-2012 Act A1437 256zc 28-12-2012
A1437 256zd Act 28-12-2012 Act A1437 256ze 28-12-2012 Act A1437 256zf 28-12-2012 Act A1437 256zg 28-12-2012 Act A1437 256zh 28-12-2012 Act A1437 256zi 28-12-2012 Act A1437 256zJ 28-12-2012 Act A1437 256zk 28-12-2012 Act A1437 256zl 28-12-2012 Act A1437 256zm 28-12-2012 Act A1437 256zn 28-12-2012 Act A1437 256zo 28-12-2012 Act A1499 15-09-2015 256zp Act A1437 28-12-2012 Act A1499 15-09-2015 268 A1437 Act 28-12-2012 273 A1437 Act 28-12-2012 Act A1499 15-09-2015 280a A1499 Act 15-09-2015 293 A1437 Act 28-12-2012 A1499 Act 298 15-09-2015 capital markets and services Power amend Section 605 effect from 316 A1499 Act 15-09-2015 316a A1370 Act 01-04-2010 Act A1499 15-09-2015 316b A1370 Act 01-04-2010 Act A1499 15-09-2015 316c A1370 Act 01-04-2010 Act A1499 15-09-2015 316d A1370 Act 01-04-2010 Act A1499 15-09-2015 316e A1370 Act 01-04-2010 Act A1406 03-10-2011 Act A1499 15-09-2015 316f A1370 Act 01-04-2010 Act A1499 15-09-2015 316g A1370 Act 01-04-2010 Act A1406 03-10-2011 Act A1499 15-09-2015 316h A1370 Act 01-04-2010 Act A1499 15-09-2015 317a Act A1370 01-04-2010 Act A1406 03-10-2011 319 A1370 Act 01-04-2010 Act A1499 15-09-2015 320 A1406 Act 03-10-2011 320a A1370 Act 01-04-2010 Act A1406 03-10-2011 323 A1406 Act 03-10-2011 325 A1499 Act 15-09-2015 328 A1406 Act 03-10-2011 606 laws of Malaysia Act Power to amend Section 671 effect from 334 A1406 Act 03-10-2011 336 A1499 Act 15-09-2015 346a-346d Act A1406 03-10-2011 Act A1499 15-09-2015 348 A1406 Act 03-10-2011 352 A1406 Act 03-10-2011 353 A1406 Act 03-10-2011 354 A1406 Act 03-10-2011 Act A1437 28-12-2012 A1499 Act 15-09-2015 355 A1406 Act 03-10-2011 Act A1437 28-12-2012 Act A1499 15-09-2015 356 A1406 Act 03-10-2011 Act A1437 28-12-2012 Act A1499 15-09-2015 360 A1406 Act 03-10-2011 361 A1406 Act 03-10-2011 362 A1406 Act 03-10-2011 362a A1406 Act 03-10-2011 363 A1406 Act 03-10-2011 368 A1370 Act 01-04-2010 Act A1406 03-10-2011 369 A1406 Act 03-10-2011 Act A1499 15-09-2015 371 A1370 Act 01-04-2010 Act A1406 03-10-2011 Act A1499 15-09-2015 capital markets and services Power Section 607 amend operation from 376 Act A1406 03-10-2011 378 A1406 Act 03-10-2011 378a A1406 Act 03-10-2011 379 A1406 Act 03-10-2011 Act A1499 15-09-2015 table 1 P.U. (A) 336/2011 04-10-2011 table 2 P.U. (A) 336/2011 04-10-2011 P.U. (A) 475/2012 28-12-2012 table 3 P.U. (A) 128/2009 26-03-2009 P.U. (A) 336/2011 04-10-2011 P.U. (A) 212/2015 15-09-2015 table 4 P.U. (A) 65/2009 20-02-2009 P.U. (A) 128/2009 26-03-2009 P.U. (A) 336/2011 04-10-2011 table 5 P.U. (A) 287/2009 03-08-2009 P.U. (A) 481/ 2012 28-12-2012 P.U. (A) 119/2015 15-06-2015 table 6 P.U. (A) 481/2012 28-12-2012 P.U. (A) 119/2015 15-06-2015 table 7 P.U. (A) 481/2012 28-12-2012 P.U. (A) 119/2015 15-06-2015 table 8 P.U. (A) 263/2008 01-08-2008 P.U. (A) 473/2012 28-12-2012 P.U. (A) 119/2015 15-06-2015 A1406 Act table 10 03-10-2011 General Amendment Act A1499 15-09-2015
