Date of Royal Assent 20 October 1995

Date of coming into force: 25 November 1985 except section 11 Division 2; 1st January 1999 for Division 2 of Part IV [PU(B) 549/1998]

1 -1. Short title and commencement.

This Act may be cited as the Securities Commission (Amendment) Act 1995 and shall come into force on such date as the Minister may, by notification in the Gazette, appoint; and the Minister may appoint different dates for the coming into force of different provisions of this Act .

2 -2. Amendment of section 2.

The Securities Commission Act 1993, which in this Act is referred to as the "principal Act", is amended in section 2-

(a) by inserting after the definition of "appointed day" the following definition:

"associate" has the same meaning as in the Securities Industry Act 1983;';

(b) in the definition of "clearing house"

(i) by substituting for the words "settlement of trading in futures contracts" the words ,,a clearing house approved under subsection 6B (1) of the Futures Industry Act 1993"; and

(ii) by inserting the marginal reference "Act 499. " as against the reference to the Futures Industry Act 1993;

(c) by substituting for the definition of "exchange" the following definition:

' "exchange" means a stock exchange established under subsection 8(2) of the Securities Industry Act 1983 or an exchange company;';

(d) by inse

3 -3. New section 2A.

The principal Act is amended by inserting after section 2 the following section:

" 2A. References to "this Act" and "securities law"

Any reference in this Act to "this Act" or a "securities law" shall, unless otherwise expressly stated, include a reference to any regulations, rules, orders, notifications or other subsidiary legislation made under this Act or a securities law, as the case may be.".

4 -4. Amendment of section 13.

Section 13 of the principal Act is amended-

(a) in subsection (1) by substituting for the words "having any interest in any matter" and "the fact" the words "who has or acquires a direct or indirect interest in relation to any matter" and "the existence" respectively;

(b) by deleting subsection (2);

(c) in subsection (3) by substituting for the full stop at the end of paragraph (b) a comma and by inserting the words "relating to the matter." so as to qualify paragraphs (a) and (b) ; and

(d) by deleting subsection (6).

5 -5. Substitution of section 15.

The principal Act is amended by substituting for section 15 the following section:

" 15. Functions of the Commission.

(1) The Commission shall have the following functions:

(a) to advise the Minister on all matters relating to securities and futures industries;

(b) to regulate all matters relating to securities and futures contracts;

(c) to ensure that the provisions of the securities laws are complied with;

(d) to regulate the take-overs and mergers of companies;

(e) to regulate all matters relating to unit trust schemes;

(f) to be responsible for supervising and monitoring the activities of any exchange, clearing house and central depository;

(g) to take all reasonable measures to maintain the confidence of investors in the securities and futures markets by ensuring adequate protectio

6 -6. Substitution of section 16.

The principal Act is amended by substituting for section 16 the following section:

" 16. Power of the Minister to give directions and require information.

The Commission shall have all such powers as may be necessary for or in connection with, or reasonably incidental to, the performance of its functions under the securities laws.".

7 -7. Substitution of section 19

The principal Act is amended by substituting for section 19 the following section:

" 19. Power of the Minister to give directions and require information.

(1) The Minister may, from time to time, give to the Commission directions of a general character not inconsistent with this Act relating to the Commission's functions and such directions shall be binding on the Commission.

(2) The Commission shall furnish the Minister with such returns, accounts and information with respect to the performance of any of its functions under the securities laws as the Minister may from time to time require.".

8 -8. Substitution of section 22.

The principal Act is amended by substituting for section 22 the following section:

" 22. Power to grant loans and make advances to its officers and servants.

(1) The Commission may grant loans and make advances, including study loans and scholarships, to its officers and servants or to other persons on such terms and conditions as the Commission may determine.

(2) In this section, the term "officers and servants" includes the Chairman.".

9 -9. New section 22A.

The principal Act is amended by inserting after section 22 the following section:

" 22A. Commission may establish and participate in body corporate.

The Commission may, with the approval of the Minister, establish and participate in any body corporate for the purpose of promoting research and training in relation to the securities and futures industries.".

10 -10. Amendment of section 24.

Section 24 of the principal Act is amended-

(a) by substituting for subsection (2) the following subsection:

"(2) In the case of every futures contract effected on a futures market of an exchange company, the person in the short position and the person in the long position in relation to futures contracts shall be liable to pay to the Commission a levy of such amount as may be specified by order of the Minister to be published in the Gazette; and different amounts may be specified in respect of different types or classes of futures contracts or different classes or categories of persons in respect of futures contracts."; and

(b) by substituting for subsection (6) the following subsection:

"(6) For the purposes of this section, the terms ',short position" and "long position" have the same meanings as in the Futures Industry Act 1993.".

11 -11. Substitution of Part IV.

The principal Act is amended by substituting for Part IV the following Part:

PART IV

ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS

DIVISION 1

PROPOSALS IN RELATION TO SECURITIES

32. Proposals to be submitted to the Commission.

(1) In this Division and the Schedule-

"an applicant" means any person referred to in subsection 32(2);

"Central Bank of Malaysia" means the Central Bank established under the Central Bank of Malaysia Act 1958;

"expert" includes engineer, valuer, accountant and any other person whose profession gives authority to a statement made by him;

"officer", in relation to a corporation, includes-

(a) a director, a secretary, an executive officer or an employee of the corporation;

12 -12. Amendment of section 36.

Section 36 of the principal Act is amended in paragraph (1) (b) by substituting for the words "this Act" the words "a securities law".

13 -13. New sections 39A and 39B.

The principal Act is amended by inserting after section 39 the following sections:

" 39A. General penalty.

(1) Any person who contravenes a requirement or any provision of this Act shall be guilty of an offence.

(2) Where no penalty is expressly provided for an offence under this Act, a person who is guilty of the offence 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; and in the case of a continuing offence, shall be liable to a daily fine not exceeding five thousand ringgit for every day during which the offence continues.

39B. Offences by body corporate.

(1) Where a person convicted in respect of any offence under this Act is a body corporate, it shall only be liable to the imposition of any fine provided therein.

(2) Where a person convicted of an offence under this Act is a body

14 -14. Substitution of section 41.

The principal Act is amended by substituting for section 41 the following section:

" 41. Power to engage persons to render assistance.

The Commission may, either generally or in a particular matter, engage under such terms and conditions of engagement as the Commission may determine from time to time, any person who is not an officer of the Commission to render such assistance as the Commission may require or specify in connection with the performance of its functions, or the discharge of its duties under a securities law, or to perform or discharge the same on behalf of and in the name of the Commission.".

15 -15. New section 42A.

The principal Act is amended by inserting after section 42 the following section:

" 42A. Decision of Commission shall be final.

Except as otherwise provided in this Act, any decision made by the Commission under this Act, whether an original decision by it or a decision upon being reviewed under subsection 42(1), shall be final.".

16 -16. New sections 43A, 43B, and 43C.

The principal Act is amended by inserting after section 43 the following sections:

" 43A. Assistance to police or other public officer.

Notwithstanding section 43, the Commission may, at its own initiative, or at the request of a public officer-

(a) supply to a police officer or any other public officer a copy of any book or other document seized, detained or taken possession of under section 36 or of any record of examination made under section 38, or of any statement made under subsection 38(3), or of any book or other document produced under subsection 36(2), or otherwise in the course of any examination under section 38, and such police officer or other public officer may make use of such copy of such book statement, record or other document as may be necessary or expedient in relation to the exercise of his powers, the performance of his functions, or the discharge of his duties, i

17 -17. Amendment of section 44.

Section 44 of the principal Act is amended-

(a) by substituting for paragraphs (2)(c) and (d) the following paragraphs:

" (c) prescribing the principles and rules governing the conduct of all persons or parties involved in a take-over offer, merger or compulsory acquisition;

(d) all matters relating to proposals referred to in subsection 32(2);"; and

(b) by substituting for subsection (3) the following

subsection:

"(3) Regulations made under this section may provide for the imposition of penalties which shall not exceed twenty-five thousand ringgit for any offence thereunder.".

18 -18. New section 44A.

The principal Act is amended by inserting after section 44 the following section:

" 44A. Indemnity

The Commission, any member of the Commission or of any committee established by the Commission, the Chairman and any officer of the Commission shall not be liable to an action or other proceedings for damages for or on account of, or in respect of, any act done or statement made, omitted to be done or made, in pursuance of or in execution of a securities law or in the performance of any function, or in exercise of any power, conferred or expressed to be conferred by or under a securities law:

Provided that such act, statement, performance of function or exercise of power was done or made in good faith.".

19 -19. Insertion of Schedule.

The principal Act is amended by inserting the following Schedule:

SCHEDULE

(Subsection 32A(1))

Classes Or Categories Of Securities Or Classes Or Categories Of Transactions Not Subject To Subsection 32(4)

1. The issuance of securities by or guaranteed by the Government or the Central Bank of Malaysia.

2. Securities of a private company.

3. Bonus issues of securities of a public company which is not listed.

4. Securities which are permitted by the Central Bank of Malaysia to be traded in the money market.

5. Making available or creation of, or issuance or execution of-

(a) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services;

(b) cheques or other bills

20 -20. Savings and transitional.

(1) All actions, regulations, orders, directions, notifications, approvals, decisions, guidelines 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 introduced or amended by 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 provision introduced or amended by this Act.

(2) Nothing in the principal Act or this Act shall affect any person's liability to be prosecuted or punished for offences committed under the principal Act before the commencement of this Act or any proceeding brought or sentence imposed before that day in respect of such offence

21 -21. This Act to apply to pending, proposals etc.

For the avoidance of doubt, the provisions introduced or amended by this Act shall apply to-

(a) all proposals submitted;

(b) take-overs mergers or compulsory acquisition made,

before or pending at the date of coming into force of this Act.