"access"  , in relation to a computer system, means the placing of information on that system and the retrieval of information from that system;

  "Act"  includes any regulations made under this Act;

  "authorised depository agent"  , in relation to any central depository, means a person appointed under section 13 to be an agent of that central depository;

  "authorised nominee"  means a person who is authorised to act as a nominee as specified under the rules of a central depository;

[Ins. Act A1039]

  "bearer security"  means a security the title to which is transferable by delivery (with or without endorsement) of the scrip representing

3 PART II CENTRAL DEPOSITORY-3. Restriction on establishment of a central depository.

[Subs. Act A942]

(1) No person shall establish, maintain, operate or hold himself out as providing, maintaining or operating a system for the central handling of securities, whether or not listed on any stock exchange-

(a) whereby all such securities are deposited with and held in custody by, or registered in the name of, the person or his nominee for the depositors and dealings in respect of those securities are effected by means of entries in accounts without the physical delivery of scrips; or

(b) which permits or facilitates the settlement of securities transactions or dealings in securities without the physical delivery of scrips; or

(c) to provide other facilities and services incidental thereto.

(2) Subsection (1) shall not apply to-

(a) a central depository;

(b) the Central Bank of Malaysia;

4 PART II CENTRAL DEPOSITORY-4. Application for approval to establish and maintain a central depository.

(1) Any company incorporated under the Companies Act 1965 which proposes to establish and maintain a central depository shall apply to the Minister in writing for approval.

(2) An application made under subsection (1) shall be accompanied with the following:

(a) a copy of the memorandum and articles of association, duly verified by a statutory declaration made by a director of the applicant;

(b) a copy of the latest audited balance sheet, profit and loss account (together with any note thereon) and the reports, if any, of the auditors and the directors of the applicant;

(c) a statement on the following:

(i) the name, place and date of incorporation of the applicant;

(ii) the registered office and place or proposed place of business of the applicant;

(iii) the names and addresses of the directors of the applicant and its related corporations, and

5 PART II CENTRAL DEPOSITORY-5. Power of Minister to approve the establishment of a central depository.

(1) The Minister may, in writing, on the recommendation of the Commission, approve an application made under section 4 for the establishment and maintenance of a central depository if he is satisfied-

[Am. Act A1216 - Prior text read - "(1) The Minister may, in writing, approve an application made under section 4 for the establishment and maintenance of a central depository if he is satisfied-"]

(a) that the applicant is a company incorporated under the Companies Act 1965, and an exchange holding company or a stock exchange is a shareholder of the applicant;

[Am. Act A1216 - Prior text read - "(a) that the applicant is a company incorporated under the Companies Act 1965, and a stock exchange is a shareholder of the applicant;"]

(b) that the rules of the applicant make satisfactory provision-

(i) with respect to the conditions under w

5A PART II CENTRAL DEPOSITORY-5A. Withdrawal of approval of a central depository.

(1) The Minister may, on the recommendation of the Commission, by notice published in the Gazette , and by such other means as the Commission considers appropriate—

(a) withdraw an approval granted under section 5 to the central depository, with effect from the date specified in the notice; or

(b) direct the central depository to cease to provide or operate such facilities, or to cease to provide such services, as are specified in the notice, with effect from the date specified in the notice.

(2) The Minister shall not withdraw an approval or issue a direction under subsection (1) unless the Minister, on the recommendation of the Commission, is satisfied that it is appropriate to do so for the protection of depositors or in the public interest or for the proper regulation of the markets in securities, where any one or more of the following circumstances occur:

5B PART II CENTRAL DEPOSITORY-5B. Effect of withdrawal.

Any withdrawal of approval or direction issued under section 5A shall not operate so as to— (a) avoid or affect any agreement, transaction or arrangement entered into on the computer system operated by the central depository, whether the agreement, transaction or arrangement was entered into before or, where subsection 5A(4) applies, after the withdrawal of the approval or issuance of the direction under section 5A; or (b) affect any right, obligation or liability arising under such agreement, transaction or arrangement.

[Ins. Act A1216]

5C PART II CENTRAL DEPOSITORY-5C. Arrangements as to the discharge of duties of exchange holding company and central depository.

The relevant provisions of sections 11D and 11J of the Securities Industry Act 1983 shall apply to an exchange holding company and a central depository that is a subsidiary of an exchange holding company.

[Ins. Act A1216]

6 PART II CENTRAL DEPOSITORY-6. Minister may establish advisory committees.

(1) The Minister may establish an advisory committee in respect of a central depository whose function shall be-

(a) to advise the central depository on matters relating to the services provided by such depository;

(b) to make recommendations or proposals for improving the efficiency of the central depository; and

(c) to perform such other functions as may be prescribed by the Minister by regulations made under this Act.

(2) An advisory committee established under subsection (1) shall consist of the following members who shall be appointed by the Minister:

(a) a Chairman;

(b) a Deputy Chairman;

(c ) a representative each from-

(i) the Commission;

[Subs. Act A942]

(ii) the Ministry of Trade and Industry;

(iii) the Central Bank of Malaysia;<

7 PART II CENTRAL DEPOSITORY-7. Commission to approve amendment to rules of central depository.

[Subs. Act A942]

(1) If a central depository proposes to make amendments to its rules, the central depository shall submit to the Commission-

(a) the text of the proposed amendment; and

(b) an explanation of the purpose of the proposed amendment.

(2) The Commission shall, within six weeks after the receipt of the submission of any proposed amendments under subsection (1), give notice in writing to the central depository that it approves, or disapproves of the proposed amendments, or any part of the proposed amendments, as the case may be.

(3) No amendment to the rules of a central depository shall have effect unless they have been approved in writing by the Commission under subsection (2).

(4) The Commission may, by a notice in writing, declare any class of rules of a central depository to be a class of rules whose amendments do not requi

8 PART II CENTRAL DEPOSITORY-8. Duty of a central depository to ensure orderly dealings in deposited securities.

(1) A central depository shall take all steps and do all things necessary to ensure orderly dealings in securities deposited or lodged with it.

(2) A central depository may, in performing its function under subsection (1), give to an issuer of any deposited security directions-

(a) to do a particular act or thing; or

(b) to refrain from doing a particular act or thing.

(3) An issuer who fails to comply with any direction given by a central depository under subsection (2) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit or to imprisonment for a term not exceeding one year or to both.

9 PART II CENTRAL DEPOSITORY-9. Authorised depository agents, issuers, etc. to comply with rules of a central depository.

(1) Any person who is an authorised depository agent, an issuer, a depositor, or a user shall comply with, enforce or give effect to the rules of a central depository to the extent to which those rules purport to apply to such person.

(2) For the purposes of this section, "rules" includes any direction given, from time to time, by a central depository to any person pursuant to any provision of this Act.

10 PART II CENTRAL DEPOSITORY-10. Central depository to provide assistance to the Commission.

[Am. Act A942]

(1) A central depository shall provide such assistance to the Commission as the Commission reasonably requires for the performance of its functions and duties under this Act.

[Am. Act A942]

(2) A person acting on behalf of or authorised by the Commission is entitled at all reasonable times to full and free access to any part of the premises of a central depository for the purpose of ensuring compliance with this Act.

[Am. Act A942]

(3) A person who refuses or fails, without lawful excuse, to allow a person acting on behalf of or authorised by the Commission access to any premises mentioned in subsection (2) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding one hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

[Am. Act A942]

11 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-11. Interpretation.

In this Part, unless the context otherwise requires-

  "approved company auditor"  has the same meaning as is assigned to that expression under subsection 4(1) of the Companies Act 1965;

  "jumbo certificate"  , in relation to a deposited security, means a certificate comprising not less than fifty thousand units of securities of an issuer which is registered in the name of a central depository or its nominee company, as nominee for depositors;

  "market day"  , in relation to a stock exchange, means a day on which a stock market of the stock exchange is open for trading in securities;

  "notification date"  means the date on which the notice pursuant to subsection 14(2) is given by a stock exchange;

  "prescribed date"  , in re

12 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-12. Duties of a central depository.

(1) A central depository shall provide or cause to be provided all such facilities as may be necessary-

(a) to facilitate efficient deposit of securities;

[Am. Act A1039]

(b) to facilitate registration of dealings in deposited securities;

(c) to ensure the safe custody of scrips and other documents representing deposited securities;

(d) to guard against falsification of any records or accounts required to be kept or maintained under the Act; and

(e) to establish a proper and efficient system for the verification, inspection, identification and recording of all securities deposited with the central depository.

(2) The Minister may, from time to time, prescribe other duties to be performed by a central depository as he considers appropriate.

13 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-13. Authorised depository agent.

(1) Subject to this Act, a central depository may appoint any of the persons referred to in subsection (2) to be its authorised depository agent for all or any of the following purposes:

(a) to facilitate the deposit of securities;

[Am. Act A1039]

(b) to open, maintain and close securities accounts;

(c) to make entries in securities accounts;

(d) to collect such fees and charges imposed by the central depository as may be provided for under its rules; and

(e) such other incidental and ancilliary purposes as may be specified by the rules of a central depository.

[Am. Act A942]

(2) A central depository may appoint as its authorised depository agent any of the following:

(a) a stock exchange;

(b) a body corporate acting as a clear

14 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-14. Stock exchange to prescribe securities that may be deposited with a central depository.

(1) Subject to subsections (2) and (3), a stock exchange shall prescribe all securities listed or proposed to be listed for quotation on its official list that are required to be deposited with a central depository.

[Subs. Act A1039]

(2) A stock exchange shall give notice to the public of all securities prescribed by it to be deposited with the central depository by advertisement in not less than three daily national newspapers, one of which shall be in the national language and one in the English language unless exempted by the Commission in writing.

[Am. Act A942]

(3) A notice under subsection (2) shall identify the prescribed security and shall specify a prescribed date (not being less than one month from the date of publication of the notice) on or before which those securities shall be deposited.

[Am. Act A942]

(3A) Subject to subse

15 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-15. (Deleted).

[Deleted by Act A1039]

16 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-16. (Deleted).

[Deleted by Act A1039]

17 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-17. Undeposited securities not to be traded on a stock market or utilised to settle market trade.

(1) A prescribed security may not, after the prescribed date, be traded on a stock market of a stock exchange unless such security has been deposited with a central depository.

[Am. Act A942]

(2) (Deleted)

[Deleted by Act A1039]

(3) A prescribed security which is deposited by a depositor with the central depository shall be capable of being utilised to settle a transaction which took place on a stock market of a stock exchange prior to the date of deposit of that prescribed security if the issuer registers the transfer of the security underlying such scrip in the name of the central depository or its nominee company and delivers the appropriate certificate to the central depository before the date for settlement of the transaction in accordance with the rules of the stock exchange.

[Am. Act A1039]

18 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-18. Verification of scrips and transfer to a central depository or nominee company.

(1) A central depository or its authorised depository agent, as the case may be, shall, within the period prescribed in the rules, after the deposit by any person of a scrip representing a prescribed security and the instrument of transfer in respect thereof, if any, lodge the scrip and instrument with the issuer of the security.

(2) The issuer shall, on receipt of the scrip and instrument, forthwith do all such acts and things as may be necessary in order to register the transfer of the security underlying such scrip in the name of the central depository or its nominee company.

(3) Without prejudice to the right of an issuer to refuse to register a transfer under any written law, the issuer shall refuse registration of the transfer mentioned in subsection (2) if-

(a) it ascertains that the scrip is not a genuine scrip or is a scrip that was reported lost or destroyed; or

(b) in relation to

19 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-19. Central depository and authorised depository agent not liable for loss.

(1) A central depository and its authorised depository agent shall not, except in the case of any wilful act, omission, neglect or default on the part of the central depository or its authorised depository agent, be liable for any loss, damage or liability suffered or incurred by any person in respect of a dealing in any security the transfer of which has been refused under section 18.

(2) Subsection (1) shall not operate to relieve an authorised depository agent from any obligation imposed on it by the rules of a stock exchange in its capacity as a participating organization to effect any buying in, whether directly or otherwise, following a refusal to register a transfer under section 18.

[Am. Act A1216 - Prior text read - "(2) Subsection (1) shall not operate to relieve an authorised depository agent from any obligation imposed on it by the rules of a stock exchange in its capacity as a member company to effect any

20 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-20. Issuance of jumbo certificates.

(1) A central depository may require an issuer of deposited securities to issue in the name of the central depository or its nominee company a jumbo certificate for such securities.

(2) The issuer shall, upon receipt of a requirement under this section, forthwith take such action as may be appropriate for the issuance of the jumbo certificate to the central depository.

(3) This section shall not apply to bearer securities.

21 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-21. Central depository deemed a bare trustee.

For the purposes of paragraph 6A(9)(a) of the Companies Act 1965, a central depository or its nominee company shall, in relation to deposited securities which are registered in its name, be deemed to be a bare trustee.

22 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-22. (Deleted).

[Deleted by Act A1039]

23 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-23. (Deleted).

[Deleted by Act A1039]

24 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-24. Prohibition of withdrawal.

A depositor shall not withdraw the securities which have been deposited with a central depository except in such manner as may be specified in the rules of the central depository.

[Subs. Act A1039]

25 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-25. Securities accounts.

(1) No person shall deal in deposited securities without first having a securities account.

(2) An authorised depository agent which deals in deposited securities as principal shall, in relation to such dealing, open and maintain a securities account with the central depository.

(3) A central depository may establish different types of securities accounts for different classes of persons.

(4) Every securities account opened with a central depository shall be in the name of the beneficial owner of the deposited securities or in the name of an authorised nominee.

[Ins. Act A1039]

(5) The person opening the securities account shall make a declaration in such manner as may be specified in the rules of the central depository that he is the beneficial owner of the deposited securities or the authorised nominee, as the case may be.

[Ins. Act A1039]

(6) Any pe

25A PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-25A. Authorised nominee shall hold deposited securities for one beneficial owner in respect of each securities account.

(1) Where an authorised nominee opens a securities such account under subsection 25(4), nominee shall only hold deposited securities for one beneficial owner in respect of each securities account.

(2) An authorised nominee shall, in such manner and within such as may specified in the rules of period be the central depository, furnish to the central depository the name and other particulars of the beneficial owner of the securities deposited in the securities account, opened in the name of the authorised nominee.

(3) An authorised nominee who contravenes subsection (1) or (2) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding ten years or to both.

[Ins. Act A1039]

26 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-26. Issuance of statements of accounts.

(1) A central depository shall issue to all depositors statements of accounts in respect of all deposited securities held in custody by, or registered in the name of, the central depository or its nominee company for the depositors at such time and in such manner as may be provided in the rules of the central depository.

[Am. Act A942]

(2) Notwithstanding the provisions of subsection (1), a depositor may, at any time, by written notice, require the central depository to issue to him a statement of account in respect of all or any of the deposited securities for the time being held in custody by, or registered in the name of, the central depository or its nominee company on behalf of the depositor.

(3) A central depository shall, on receipt of a written notice under subsection (2) and upon payment of any charges which may be imposed under the rules, issue to the depositor the statement so required.

27 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-27. Duty of central depository to keep certain records.

(1) A central depository shall keep or cause to be kept such records and accounts, in sufficient detail, so as to show particulars of-

(a) all monies received or paid by the central depository, including dividends received in respect of any deposited securities and the disbursement of such dividends to depositors;

(b) all income received from commissions, fees, charges and other sources, and all expenses, commissions, and other payments made or paid by the central depository;

(c) all assets and liabilities (including contingent liabilities) of the central depository;

(d) all deposited securities and particulars showing for whom the scrips and the instruments of transfer in respect of such scrips are held;

[Am. Act A1039]

(e) all purchases and sales of deposited securities and particulars of other dealings made in respect thereof, the

28 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-28. Physical stock count of scrips.

(1) For the purpose of verifying the accuracy of any record or account kept by it pursuant to this Act and for such other purposes as may be prescribed by the Minister by regulations made under this Act, a central depository shall, before or at the end of every quarter during a financial year (in this section referred to as the "prescribed period"), conduct a stock count of all scrips representing deposited securities and any other documents in relation therewith held in custody by, or in the name of, the central depository or its nominee company.

(2) The central depository shall, within twenty-one days after the end of the prescribed period, submit-

(a) in the case where any of the deposited securities is a listed deposited security, to the stock exchange (on which the deposited security is listed), the issuers and the Commission; and

[Am. Act A942]

(b) in the case w

29 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-29. Dealings effected by means of electronic process.

(1) Notwithstanding the provisions of any written law, a dealing by a depositor in respect of a deposited security shall be effected by means of an entry in the securities account of the depositor.

(2) Subject to this Part, a dealing effected under this section shall be effective-

(a) in the case of a non-bearer security, without the need for an instrument in writing; and

(b) in the case of a bearer security, without the need for delivery of the scrip representing the security.

29A PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-29A. Dealings in deposited securities shall be effected by beneficial owners or authorised nominees.

All dealings in respect of deposited securities shall only be effected by the beneficial owners of such deposited securities or an authorised nominee, as the case may be.

[Ins. Act A1039]

30 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-30. Entries in securities accounts.

An entry in a securities account in respect of a dealing shall-

(a) in the case of a securities account established and maintained directly by a central depository, be deemed to have been made by, or with the authority of the central depository; and

(b) in the case of a securities account established through and maintained by, an authorised depository agent on behalf of a central depository, be deemed to have been made by, or with the authority of the authorised depository agent.

31 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-31. Entries in securities accounts in respect of direct business, etc.

(1) Subject to subsection (2), a central depository and an authorised depository agent shall make an entry in the securities account in respect of direct business or other transactions executed in accordance with the rules of the central depository or the rules of the stock exchange, as the case may be.

(2) The central depository or an authorised depository agent, as the case may be, may, before making an entry under subsection (1), require the production of any document or instrument evidencing such dealing.

(3) For the purpose of subsection (1), "direct business" has the same meaning as is assigned to that expression in the rules of the stock exchange.

[Subs. Act A1039]

32 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-32. Entries in securities accounts to specify date, time and person making the entries.

An entry in a securities account made under sections 30 and 31 shall specify the date and time of the making of such entry and, in the case of an entry made by a person, the identity of the person making the entry.

33 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-33. Record of an entry prima facie evidence.

A record of an entry in a securities account in respect of a dealing in deposited securities shall be prima facie evidence of the truth of the matters so recorded.

34 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-34. Record of depositors to be Issued to issuer on request.

(1) An issuer of any deposited security may, in the manner prescribed by rules of a central depository, require the central depository to issue to him a record of the depositors in whose securities accounts such securities stand in credit as at the date of the notice or such other date as may be specified in the notice.

(2) The record of depositors required by an issuer under subsection (1) shall be issued by the central depository within the following period:

(a) in a case where the issuer requires the issuance of a record of depositors-

(i) as at the date of the notice, no later than three market days from that date;

(ii) as at a date later than the date of the notice (in this section referred to as "the later date"), no later than three market days after the later date;

(b) in a case where the issuer requires the issuance of a record of depositors as at a date e

35 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-35. A depositor to be treated as if he were a member.

(1) Notwithstanding the provisions of the Companies Act 1965, a depositor of any deposited security whose name appears in the record of depositors shall be entitled to all rights, benefits, powers and privileges and be subject to all liabilities, duties and obligations in respect of, or arising from, such security (whether conferred or imposed by the Companies Act 1965, or the memorandum or articles of association of the issuer of such security, or otherwise) as if he were-

(a) a member registered in the register of members;

(b) a holder registered in the register of debenture holders maintained by the issuer;

[Am. Act A1039]

(c) a holder registered-

(i) in the register of interest holders maintained by a management company under the Companies Act 1965; or

(ii) in the register of unit holders maintained by a management company und

36 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-36. Prohibition against acquisition of, or dealings in, deposited securities by a central depository.

(1) No central depository shall purchase, acquire, or otherwise deal in, any deposited security as principal other than for such purpose and in such manner as may be permitted by the Minister under regulations made under this Act.

(2) A central depository which contravenes subsection ( 1) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding two years or to both.

37 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-37. Public offer.

(1) Where, pursuant to section 14, a stock exchange prescribes that any security proposed to be listed for quotation on its official list be deposited with a central depository, the issuer of such security or the offeror, as the case may be, shall, in the prospectus issued by such issuer or offeror in respect thereof, notify the public of the fact that the security is one that has been so prescribed.

(2) Upon completion of the allotment or allocation of such security, the issuer or offeror, as the case may be, shall immediately deliver or caused to be delivered to the central depository a record of all successful applicants together with such particulars as may be required by the central depository for the purpose of making appropriate entries in the securities accounts of the respective applicants, together with the scrips (in such denominations as may be specified by the central depository) registered in the name of the central depository or

38 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-38. Bonus, rights Issues, etc.

(1) Where the issuer or offeror, in relation to any prescribed security-

[Am. Act A1039]

(a) makes a bonus issue, or issues securities under a rights issue or the conversion of any debt securities;

(b) issues securities pursuant to an exercise of any right or option to acquire securities in the share capital of the issuer; or

(c) makes an offer for sale of securities,

the issuer or the offeror shall notify the central depository of the names of all allottees or entitled persons together with such particulars as may be required by the central depository for the purpose of making appropriate entries in the securities accounts of the respective allottees or entitled persons, and shall deliver to the central depository the appropriate scrips (in such denominations as may be specified by the central depository) registered in the name of the c

39 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-39. Underwriters to open securities accounts.

Subject to sections 25 and 25A, any person intending to underwrite any security proposed to be listed on a stock exchange or any rights issue in respect of any deposited security shall open a securities account.

[Am. Act A1039]

40 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-40. Charging or pledging of securities.

(1) Where a deposited security is charged or pledged by a depositor (in this section referred to as "chargor" or "pledgor") in favour of any person (in this section referred to as "chargee" or "pledgee"), a central depository or an authorised depository agent, with or through whom the securities account of the depositor is maintained, shall, on a request in writing made by the depositor, chargee or pledgee, as the case may be, transfer or cause to be transferred such security into the securities account of the chargee or pledgee, as the case may be, maintained for such purpose.

(2) Where a request is made by a chargee or pledgee as provided under subsection (1), such request shall be supported by documents evidencing such charge or pledge in his favour.

(3) The securities account maintained by the chargee or pledgee pursuant to subsection (1) shall be designated as the "Pledged Securities Account".

(4) Where a charge or pledge o

41 PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-41. Securities in suspense.

(1) A central depository may specify that any deposited security in a securities account as being in suspense in any of the following circumstances:

[Am. Act A942]

(a) where the transfer of such security in the name of the central depository or its nominee company has not been, or cannot be, registered by its issuer under section 18;

(aa) where the central depository has reason to believe or is satisfied that there is a breach of the rules of the central depository, stock exchange or recognised clearing house;

[Ins. Act A1039]

(ab) where the central depository has been served with a notice by the Commission that the Commission suspects or has reason to believe that a provision of a securities law has been contravened and that a securities account of a depositor is relevant to its investigations regarding the contravention;

<

41A PART III PROVISIONS RELATING TO DEPOSITED SECURITIES-41A. Notice of trust.

No notice of any trust, expressed, implied or constructive, shall be receivable by the central depository and the central depository or anything done by the central depository in relation to deposited securities shall not be affected by notice of any such trust.

[Ins. Act A1016]

42 PART IV SECRECY PROVISIONS-42. Duty to take reasonable security measures.

Every central depository and authorised depository agent shall take all reasonable security measures to protect information and documents relating to the affairs of the depositors, and in particular, relating to their securities accounts, against any unauthorised access, alteration, disclosure or dissemination.

43 PART IV SECRECY PROVISIONS-43. Duty to maintain secrecy.

(1) Except as provided in this Act, no director or officer of a central depository or an authorised depository agent, whether during his tenure of office or during his employment or thereafter, and no other person who has by any means access to any information or document whatsoever relating to the affairs of any of the depositors, and in particular, relating to their securities accounts, shall give, divulge, reveal or otherwise disclose such information or document to any person.

(2) No person who has any information or document which to his knowledge has been disclosed in contravention of subsection (1) shall in any manner howsoever disclose the same to any other person.

(3) A person who contravenes this section shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding three million ringgit or to imprisonment for a term not exceeding five years or to both.

44 PART IV SECRECY PROVISIONS-44. Restrictions on disclosure of information by authorised depository agents.

Except as provided in subsection 13(2), nothing in this Act shall authorise an authorised depository agent who is-

(a) a licensed institution as defined in the Banking and Financial Institutions Act 1989; or

(b) an Islamic bank licensed under the Islamic Banking Act 1983,

to give, divulge, reveal or otherwise disclose any information or document to any person in contravention of those Acts.

45 PART IV SECRECY PROVISIONS-45. Permitted disclosures.

(1) Subject to the provision of this Act, nothing in any other law or section 43 shall entitle any person to refuse to disclose any information or document-

(a) which the depositor, or his personal representative, has given permission in writing to disclose;

(b) in a case where the depositor is declared a bankrupt, or, if the depositor is a corporation, the corporation is being or has been wound up, in Malaysia or in any country, territory or place outside Malaysia;

(c) for the purpose of instituting or, in the course of, any civil proceedings-

(i) between a central depository or an authorised depository agent and a depositor relating to the securities account of the depositor; or

(ii) between a central depository or an authorised depository agent and two or more parties making adverse claims to securities or monies in the securities account of the depositor, w

46 PART IV SECRECY PROVISIONS-46. Regulation of access to the computer system.

(1) Subject to any regulations made under subsection (2), a central depository may give to its authorised depository agents, a stock exchange (on which the deposited securities are listed), a clearing house of such stock exchange, issuers and any other person as may be specified in the rules of the central depository, access to its computer system.

[Am. Act A942]

(2) The Minister may, for the purpose of regulating access to the computer system, prescribe by regulations the extent to which any user or class of users may have, or should be prohibited from having, access to such system.

(3) Any person who-

[Am. Act A942]

(a) being a user, unlawfully gains access, or attempts to gain access, to a computer system of a central depository, whether by means of any device or apparatus forming part of the computer system or by any other means, beyond the extent to

47 PART V OFFENCES-47. Falsification of records or accounts.

Where a central depository or its authorised depository agent keeps or maintains a record or an account that is required to be kept or maintained under any of the provisions of this Act by means of a mechanical device, an electronic device, or any other device, any person who-

(a) records or stores, by means of that device, information that he knows or ought to know to be false or misleading in a material particular;

(b) (i) falsifies; or

(ii) with intent to falsify, destroys or removes-

(aa) information that is recorded or stored by means of that device;

(bb) information that has been prepared for the purpose of being recorded or stored by means of that device;

(cc) information that has been prepared for use in compiling records;

(dd) information that has been prepared for use in recovering other informa

48 PART V OFFENCES-48. Destruction, concealment, mutilation and alteration of records prohibited.

A person who-

(a) destroys, conceals, mutilates or alters any record or account required to be kept or maintained under any of the provisions of this Act; or

(b) sends or attempts to send or conspires with any other person to send out of Malaysia any such record or account,

with intent to defraud any person, or to prevent, delay or obstruct the carrying out of an examination, investigation or audit, or the exercise of a power under this Act shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding ten million ringgit or to imprisonment for a term not exceeding ten years or to both.

49 PART V OFFENCES-49. Furnishing false or misleading information.

(1) Any person who furnishes any information which he knows to be false or misleading in a material particular or recklessly furnishes any information which is false or misleading in a material particular-

(a) for the purpose of, or in connection with, any application under this Act; or

(b) in purported compliance with any requirement imposed on him by or under this Act,

shall be guilty of an offence.

(2) Any person who is guilty of an offence under this section shall, on conviction, be liable to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding ten years or to both.

[Am. Act A942]

50 PART V OFFENCES-50. Offence by bodies corporate.

Where an offence against this Act has been committed by a body corporate, any person who at the time of the commission of the offence was a director, an executive officer or the secretary of the body corporate or was purporting to act in such capacity, shall be deemed to have committed that offence unless he proves that the offence was committed without his consent or connivance and that he exercised all due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his functions in that capacity and to all the circumstances.

51 PART V OFFENCES-51. General penalty.

A person who contravenes or fails to comply with any of the provisions of this Act or of any regulations made thereunder shall be guilty of an offence under this Act and, where no penalty is expressly provided, shall, on conviction, be liable to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding five years or to both.

[Am. Act A1039]

52 PART V OFFENCES-52. (Deleted).

[Deleted by Act A1076]

53 PART VI ENFORCEMENT-53. Power of Commission to require production of records.

(1) The Commission may, at any time, if it considers there is sufficient reason to do so, by writing-

(a) give a direction to-

(i) a central depository;

(ii) a nominee company of a central depository;

(iii) an authorised depository agent;

(iv) a user;

(v) a person who is or has been an officer or employee of, or an agent, advocate and solicitor, auditor, or other person acting in any capacity for or on behalf of, a central depository, or its nominee company, or an authorised depository agent, or a user,

requiring the production, to the Commission, of such records or accounts as are so specified, being records and accounts relating to-

(vi) the business or affairs of a central depository or its nominee company, or an authorised depository agent, or a user;

(vii) any record or account required to be kept pursuant to section 27; or

54 PART VI ENFORCEMENT-54. (Deleted).

[Deleted by Act A1076]

55 PART VI ENFORCEMENT-55. (Deleted).

[Deleted by Act A1076]

56 PART VI ENFORCEMENT-56. Disclosure to Commission.

(1) The Commission may require a central depository or its authorised depository agent to disclose to the Commission, in relation to any acquisition or disposal of deposited securities, any information including the name of the person from or through whom or on whose behalf the securities were acquired or to or through whom or on whose behalf the securities were disposed of, their security account numbers and their entries made in such securities accounts and the nature of the instructions given to the central depository or its authorised depository agent in respect of such acquisition or disposal.

[Am. Act A942]

(2) The Commission may require a depositor to disclose to the Commission whether he acquired or disposed of the deposited securities, as the case may be, as trustee for, or on behalf of, another person and, if he acquired or disposed of those securities as trustee for, or on behalf of, another person, to

57 PART VI ENFORCEMENT-57. Investigation by Commission.

Where the Commission has reason to suspect that a person has committed an offence under a provision of this Act or is about to do an act that, if done, would be an offence under a provision of this Act, the Commission may make such investigation in accordance with the provisions of Part V of the Securities Commission Act 1993.

[Am. Act A1076]

58 PART VI ENFORCEMENT-58. Power of Court to make certain orders.

(1) Where-

(a) on an application by the Commission, it appears to the High Court that—

(i) there is reasonable likelihood that any person will contravene a relevant requirement;

(ii) any person has contravened a relevant requirement; or

(iii) any person has contravened a relevant requirement and that there are steps which could be taken to remedy the contravention or mitigate the effect of such contravention, including making restitution to any other person aggrieved by such contravention, whether or not that person has been charged with an offence in respect of the contravention or whether or not a contravention has been proved in a prosecution;

(b) on an application by an exchange holding company or a central depository, as the case may be, it appears to the High Court that—

(i) any person has contravened a relevant requi

58A PART VI ENFORCEMENT-58A. Application for winding up.

(1) Notwithstanding the provisions of the Companies Act 1965, if a person referred to in subsection 5 8(1) is a company, whether or not the company is being wound up voluntarily, the person may be wound up under an order of the Court on the petition of the Commission or a central depository in accordance with the provisions of the Companies Act 1965 [Act 125].

(2) The Court may order the winding up on a petition made under subsection (1) if the person referred to in subsection 58(1)-

(a) has been appointed as an authorised depository agent under section 13 and that appointment has been terminated; or

(b) has contravened any rules of the central depository or any provision of the securities law, whether or not that person has been charged with an offence in respect of the contravention, or whether or not the contravention has been proved in prosecution.

<

59 PART VII GENERAL-59. Preservation of records and accounts.

A central depository and its authorised depository agents shall preserve all records and communications in relation to a depositor's account and such other records and accounts as will sufficiently explain the transactions and operations of the central depository and authorised depository agents in relation to deposited securities, for a period of seven years, whether or not they cease to carry on their business before the end of their seventh year.

[Subs. Act A942]

60 PART VII GENERAL-60. Power of Commission to compound.

[Am. Act A942]

(1) The Commission may, with the concurrence of the Public Prosecutor, without instituting proceedings against any person for an offence under this Act other than offences under subsections 3(2), 13(4),43(3) and 46(3) and sections 47 and 48, compound any offence by demanding and receiving from such person a sum not exceeding fifty per centum of the amount of the maximum fine (including the daily fine, if any) to which the person would have been liable if he had been convicted of the offence, whereupon-

(a) if such person pays such amount to the Commission within fourteen days after the demand, proceedings shall not be taken against him in relation to the offence; or

(b) if such person does not pay the amount so demanded within fourteen days, the Commission may cause proceedings to be instituted in relation to the offence.

(2) Any moneys paid to the Commission pursua

61 PART VII GENERAL-61. Criminal prosecution.

(1) No prosecution for any offence under this Act shall be instituted except with the consent in writing of the Public Prosecutor.

(2) Any officer may, if he is authorised in writing by the Public Prosecutor, prosecute any case in respect of any offence committed under this Act.

[Subs. Act A1016]

(3) For the purpose of subsection (2), "officer" has the same meaning as in section 2 of the Securities Commission Act 1993.

61A PART VII GENERAL-61A. Commission may be represented by officer in civil proceedings.

(1) Notwithstanding the provisions of any written law-

(a) in any civil proceedings by or against the Commission; or

(b) in any other civil proceedings in which the Commission is required or permitted by the court to be represented, or to be heard, or is otherwise entitled to be represented or to be heard,

any officer authorised by the Commission for the purpose, may, on behalf of the Commission, institute such proceedings or appear as an advocate therein and may make all appearances and applications and do all acts in respect of such proceedings on behalf of the Commission.

(2) For the purpose of subsection (1), "officer" has the same meaning as in section 2 of the Securities Commission Act 1993.

[Ins. Act A1016]

61B PART VII GENERAL-61B. Powers concerning compliance with rules of the central depository, etc.

(1) Where any person fails to comply with, observe, enforce or give effect to any requirement or provision of this Act or any regulations made under this Act, or any conditions of an appointment or approval under or pursuant to this Act or any rules of a central depository, in circumstances where the person is under an obligation to comply with, observe, enforce or give effect to such requirements or provisions, that person has committed a breach.

(2) If a person has committed a breach and the Commission is satisfied that it is appropriate in all the circumstances to take action against that person, the Commission may take any one or more of the following actions:

(a) direct the person in breach to comply with, observe, enforce or give effect to the requirements or provisions of this Act or any regulations made under this Act or any conditions of an appointment or approval under or pursuant to this Act or rules of

62 PART VII GENERAL-62. Indemnity.

No civil liability shall be incurred by—

(a) an exchange holding company or a central depository; and

(b) any person acting on behalf of an exchange holding company or central depository, including—

(i) any member of the board of the exchange holding company or central depository, or any member of any committee established by any such board;

(ii) any officer of the central depository or exchange holding company; and]

(iii) any agent of, or any person acting under the direction of the central depository or exchange holding company,

for, on account of, or in respect of anything done, any statement made or omitted to be done or made, in connection with the discharge or performance or purported discharge or performance of any duties under this Act or the rules or in the exercise or intended exercise of any power under this Act or the rules,

62A PART VII GENERAL-62A. Power of exemption.

[Ins. Act A942]

(1) The Minister may, if he considers it not inconsistent with the purposes of this Act or in the interest of the public or investing public by order published in the Gazette, exempt any particular person or particulars security, or any class, or category or description of persons or securities, from all or any of the provisions of this Act.

(2) An exemption under subsection (1) shal1 be granted for such duration, and may be subject to such limitations, restrictions or conditions, as the Minister may specify in the order.

63 PART VII GENERAL-63. Regulations.

(1 ) The minister may, from time to time, make such regulations as may be necessary or expedient for carrying out or achieving the objects and purposes of this Act.

(2) Without prejudice to the generality of subsection (1), regulations may be made for-

(a) prescribing forms for the purposes of this Act;

(b) prescribing fees to be paid in respect of any matter or thing required for the purposes of this Act;

(c) prescribing the manner and form in which securities accounts are to be opened, maintained or closed by a central depository and its authorised depository agent, including the manner of making entries in such accounts;

(d) prescribing the circumstances when a deposited security in a securities account may be specified by a central depository as being in suspense under section 41, including the rights, benefits, powers, privileges, liabilities, duties and oblig

64 PART VII GENERAL-64. Reference to allottee in the Companies Act 1965.

For purposes of the application of the Companies Act 1965 in relation to any deposited security, a reference to an allottee in that Act shall be construed as a reference to a depositor who, by virtue of section 35 of this Act, is deemed to be a member of the company which makes the allotment.

65 PART VII GENERAL-65. (Deleted).

[Deleted by Act A942]

66 PART VII GENERAL-66. Reference to owner in section 102 of the Companies Act 1965.

(1) For purposes of the application of section 102 of the Companies Act 1965 in relation to any deposited security, a reference to an owner in the said section shall be construed as a reference to a central depository notwithstanding that the registration of such security in the name of the depository or its nominee company under section 19 of this Act may still be pending.

(2) Subsection 102(2) of the Companies Act 1965 shall not apply to those certificates or documents which have already been registered in the name of the central depository or its nominee company.

67 PART VII GENERAL-67. Reference to company in section 103 of the Companies Act 1965.

For purposes of the application of subsection 103(3) of the Companies Act 1965 in relation to any deposited security, reference to a company in the said section shall be construed as a reference to a central depository, or an authorised depository agent, with or through whom the deceased person had a securities account.

68 PART VII GENERAL-68. Reference to members of a public company in section 166 of the Companies Act 1965.

For purposes of the application of paragraphs 166(1)(a) and 166(1)(c) of the Companies Act 1965, references to members of a public company in those paragraphs shall be construed as including those depositors who are deemed to be members of such company by virtue of section 35 of this Act.

(1) All actions, regulations, orders, directions, notifications, approvals, decisions and other executive acts, howsoever called, made, given, or done under, or in accordance with, or by virtue of, the principal Act before the commencement of this Act shall be deemed to have been made, given, or done under, or in accordance with, or by virtue of, the corresponding provision of this Act, and shall continue to remain in full force and effect in relation to the persons to whom they apply until amended, repealed, or rescinded under, in accordance with, or by virtue of, the corresponding provisions of this Act.

(2) Any proceedings, whether civil or criminal