SECURITIES COMMISSION ACT 1993

LAWS OF MALAYSIA ONLINE VERSION OF UPDATED TEXT OF REPRINT Act 498 SECURITIES COMMISSION MALAYSIA ACT 1993 As at 1 March 2016 2 SECURITIES COMMISSION MALAYSIA ACT 1993 … … … 22 January 1993 Date of publication in the Gazette … … 4 February 1993 Latest amendment made by Act A1489 which came into operation on … … … … 15 September 2015 Date of Royal Assent … … PREVIOUS REPRINTS First Reprint … … … 2001 Second Reprint … … … 2006 3 LAWS OF MALAYSIA Act 498 SECURITIES COMMISSION MALAYSIA ACT 1993 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and commencement 2. Interpretation 2A. References to “this Act” 2 B. (Deleted) 2 C. (Deleted) 2D. Registers 2E. Electronic filing of books 2F. Power of Commission to specify form and manner of keeping or maintaining books 2G. Power of Commission to access books kept or maintained otherwise than in writing 2H. Power of Commission to require production, etc. of books kept or maintained otherwise than in writing PART II SECURITY COMMISSION MALAYSIA 3. Establishment of the Commission 4. Board of Commission 4 Laws of Malaysia ACT 498 Section 4A. Appointment of members of Board 4B. Chairman and Deputy Chief Executive 5. Disqualification of Board members 6. Tenure of office 7. Resignation 8. Revocation of appointment 9. Remuneration or allowance 10. Meetings 11. Board may invite others to meeting 12. Common seal 13. Disclosure of interest 14. Minutes 15. Functions of the Commission 16. Powers of the Commission 17. Delegation of Board’s and Chairman’s functions 18. Board committee 18A. Procedures of Board committee 19. Power of the Minister to give directions and require information 20. Appointment of officers of the Commission 21. Commission may issue policies on discipline and ethical behaviour 22. Power to grant loans and make advances to its officers 22A. Commission may establish and participate in body corporate PART III FINANCE 23. The Fund 24. Levies 25. Conservation of the Fund 26. Expenditure to be charged on the Fund Securities Commission Malaysia 5 Section 27. Commission’s financial year 28. Annual report 29. Accounts 30. Power to borrow 31. Investment PART IIIA AUDIT OVERSIGHT BOARD DIVISION 1 Preliminary 31A. Interpretation for the purpose of Part III A DIVISION 2 Establishment and Functions of Audit Oversight Board 31B. Functions of Commission relating to audit oversight 31C. Establishment of Audir Oversight Board 31D. Application of Schedule 2 31E. Responsibilities of Audit Oversight Board 31EA. Audit Oversight Board may establish committees 31F. Commission may give general or specific directions to Audit Oversight Board 31G. Disclosure of interest DIVISION 3 Finance 31H. The Audit Oversight Board Fund 31I. Contribution 31J. Expenditure to be charged on Audit Oversight Board Fund 6 Laws of Malaysia ACT 498 Section 31K. Investment 31L. Annual Report and accounts 31M. Statutory Bodies (Accounts and Annual Report) Act 1980 DIVISION 4 Registration or Recognition as Auditor of Public Interest Entity or Schedule Fund 31N. Requirement for registration or recognition as auditor of public interest entity or schedule fund 31O. Application for registration or recognition as an auditor of a public interest entity or schedule fund 31P. Refusal to register or grant recognition 31Q. Power to revoke, withdraw or suspend registration or recognition 31R. Notification of refusal, revocation or suspension 31S. (Deleted) 31T. Register of auditor DIVISION 5 Setting Auditing and Ethical Standards 31U. Auditing and ethical standards DIVISION 6 Inspection and Inquiry 31V. Inspection 31W. Inquiry 31X. Power to require information 31Y. Inspection and inquiry of consolidated financial statements Securities Commission Malaysia 7 DIVISION 7 Sanctions Section 31Z. Sanctions DIVISION 8 General 31ZA. (Deleted) 31ZB. Appeal 31ZC. Duty to report to relevant authorities 31ZD. Cooperation, coordination and sharing of information PART IIIB MANAGEMENT OF SYSTEMIC RISK IN THE CAPITAL MARKET 31ZE. Interpretation 31ZF. Information for purpose of systemic risk 31ZG. Power of Commission to issue directive for systemic risk 31ZH. Arrangement with other supervisory authorities PART IIIC SHARIAH ADVISORY COUNCIL 31ZI. Establishment of Shariah Advisory Council for Islamic capital market 31ZJ. Functions of Shariah Advisory Council 31ZK. Appointment of members of Shariah Advisory Council 31ZL. Secretariat to Shariah Advisory Council 31ZM. Advice or ruling Shariah Advisory Council 31ZN. Reference to Shariah Advisory Council for ruling from court or arbitrator 31ZO. Effect of Shariah ruling 31ZP. Shariah Advisory Council ruling prevails 8 Laws of Malaysia ACT 498 PART IV ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION I Proposals in Relation to Securities Section 32 – 32B. (Deleted) DIVISION 2 Take-Overs, Mergers and Compulsory Acquisitions 33 – 34C. (Deleted) DIVISION 3 Prospectus 35 – 65. (Deleted) DIVISION 4 DEBENTURES Subdivision 1—Trust deeds, duties of trustees, borrowers, etc. 66 – 91. (Deleted) Subdivision 2—General 92 – 95. (Deleted) Securities Commission Malaysia 9 DIVISION 5 UNIT TRUST SCHEMES AND PRESCRIBED INVESTMENT SCHEMES Section 96 – 124. (Deleted) PART IVA AGREEMENT OR ARRANGEMENT FOR TRANSFER OF BUSINESS 124A – 124B. (Deleted) PART V ENFORCEMENT AND INVESTIGATION 125. Appointment of Investigating Officers of the Commission 126. Examination by Commission 127. Production of books, etc. 128. Powers of Investigating Officers of the Commission 129. Procedure by Investigating Officer on seizure of property 130. Procedure by Magistrate in respect of property seized 131. Procedure in respect of property detained in Investigating Officer’s custody 132. Surrender of travel documents 133. Forcible entry 134. Power to call for examination 135. Destruction, concealment, mutilation and alteration of records PART VI GENERAL 136. Conduct of prosecution 137. General penalty 10 Laws of Malaysia ACT 498 Section 138. Offences by bodies corporate 139. Compounding of offences 140. Protection of informers and information 141. Offences under securities law are seizable offences 142. Duty of Investigating Officer to make over arrested person to the police 143. Detention of arrested person 144. Public servants and public officers 145. Power to engage persons to render assistance 146. Power to review 147. Decision of Minister or Commission shall be final 148. Obligation of secrecy 148A. Permitted disclosure in civil enforcement proceedings 148B. Confidentiality of supervisory information 149. Assistance to police or other public officer 150. Assistance to and co-operation with foreign supervisory authorities 150A. Admissibility of evidence obtained through assistance from a foreign supervisory authority 150B. Admissibility of statements and documents of persons who are dead or cannot be traced, etc. 151. (Deleted) 151A. Evidential provision 152. Disclosure of information to Commission 152A. Power of Commission to publish information 153. (Deleted) 154. Officers of Commission may represent Commission in civil proceedings 155. (Deleted) 156. (Deleted) 157. Attempts, abetments and conspiracies 158. Written notices, circulars, conditions or guidelines 159. Power to make regulations Securities Commission Malaysia 11 Section 159A. Power to amend schedules 160. Immunity 160A. Power to issue directions to discharge Government’s international obligation under United Nations Security Council Resolutions PART VII REPEAL AND TRANSITIONAL PROVISIONS 161. Repeal 162. Saving 163. Continuance of other rights, liabilities, etc., under the repealed sections 164. Continuance of criminal and civil proceedings 165. Transitional and savings 166. Prevention of anomalies SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 (Deleted) SCHEDULE 4 (Deleted) SCHEDULE 5 (Deleted) 13 LAWS OF MALAYSIA Act 498 SECURITIES COMMISSION MALAYSIA ACT 1993 An Act to establish the Securities Commission Malaysia and to provide for matters connected therewith and incidental thereto. [1 March 1993, P.U. (B) 571/1999] BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent of the Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows: PART I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Securities Commission Malaysia Act 1993. (2) This Act shall come into force on such date as the Minister may, by notification in the Gazette, appoint. Interpretation 2. (1) In this Act, unless the context otherwise requires— “affiliate” has the meaning assigned to it in the Capital Markets and Services Act 2007 [Act 671]; “appointed day” means the day on which this Act comes into force; 14 Laws of Malaysia ACT 498 “Audit Oversight Board” means the Audit Oversight Board established under section 31C; “Bank Negara Malaysia” means the Central Bank of Malaysia established under the Central Bank of Malaysia Act 2009 [Act 701]; “Board” means the Board established under section 4; “Board committee” means any committee established by the Board under section 18; “books” has the meaning assigned to it in the Capital Markets and Services Act 2007; “capital market” has the meaning assigned to it in the Capital Markets and Services Act 2007; “capital market products” has the meaning assigned to it in the Capital Markets and Services Act 2007; “central depository” has the meaning assigned to it in the Capital Markets and Serivces Act 2007; “Chairman” means the Chairman of the Commission appointed under paragraph 4(2)(a); “clearing house” means a clearing house approved under the Capital Markets and Services Act 2007; “Commission” means the Securities Commission Malaysia established under section 3; “company” has the meaning assigned to it in the Companies Act 1965 [Act 125]; “corporation” has the meaning assigned to it in the Companies Act 1965; “Court” means— Securities Commission Malaysia 15 (a) a High Court established under Article 121 of the Federal Constitution or a Judge of the High Court; or (b) a Sessions Court or a Magistrate’s Court established under section 3 of the Subordinate Courts Act 1948 [Act 92] or a Sessions Court Judge or a Magistrate; “dealing in derivatives” has the meaning assigned to it in the Capital Markets and Services Act 2007; “dealing in securities” has the meaning assigned to it in the Capital Markets and Serivces Act 2007; “Deputy Chief Executive” means the Deputy Chief Executive appointed under paragraph 4(2)(b); “derivatives” has the meaning assigned to it in the Capital Markets and Services Act 2007; “derivatives exchange” has the meaning assigned to it in the Capital Markets and Services Act 2007; “derivatives market” has the meaning assigned to it in the Capital Markets and Serivces Act 2007; “director” has the meaning assigned to it in the Capital Markets and Services Act 2007; “document” has the meaning assigned to it in the Evidence Act 1950 [Act 56]; “exchange” means a stock exchange established under the Capital Markets and Services Act 2007; “exchange holding company” has the meaning assigned to it in the Capital Markets and Services Act 2007; “Fund” means the fund established under section 23; 16 Laws of Malaysia ACT 498 “Islamic capital market business or transaction” means— (a) the business of carrying any regulated activity; (b) any proposal, scheme, transaction, arrangement, activity or matter relating to any capital market product, or under Part IIIA or Part VI of the Capital Markets and Services Act 2007; (c) any transaction relating to a derivative; or (d) the establishing, operating or maintaining of a securities market or a derivatives market, which is consistent with the principles of Shariah as may be determined by the Shariah Advisory Council; “Isl