Schedule 1 SCHEDULE 1Supplementary
[Subsection 7(4)] Exempt stock market or exempt futures market 1. Such system which facilitates the transferring, clearing and settlement of funds and unlisted debt securities. 2. Such system which facilitates dealing in securities, including the auction of or direct buying, selling, issuance, borrowing, lending and exchange of unlisted debt securities. 3. Such system which provides information to any person relating to the money market or to the tender, issue, trading and offer or bid prices of debt securities or any other related information relating to unlisted debt securities. 4. Such system for the central handling of debt securities deposited with Bank Negara by means of entries in debt securities accounts without physical delivery of certificates. 5. Such system for the carrying out of any other activity related to any of the systems in paragraphs 1 to 4. 6. Such system for the dissemination of information relating to paragraphs 1 to 5. [Subsections 2(1) and 58(1)] Regulated activities Part 1 — Types of regulated activities 1. Dealing in securities. 2. Trading in futures contracts. 3. Fund management. 4. Advising on corporate finance. 5. Investment advice. 6. Financial planning. Part 2 — Interpretation of regulated activities 1. “Dealing in securities” means, whether as principal or agent— (a) acquiring, disposing of, subscribing for or underwriting securities; or (b) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into— (i) any agreement for or with a view to acquiring, disposing of, subscribing for or underwriting securities; or (ii) any agreement, other than a futures contract, the purpose or avowed purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities. 2. “Trading in futures contracts” means, whether as principal or agent, making or offering to make with any person, or inducing or attempting to induce any person, or soliciting or accepting any order for, or otherwise— (a) entering into, or taking an assignment of, the futures contract, whether or not on another person’s behalf; (b) taking or causes to be taken, action that closes out the futures contract, whether or not on another person’s behalf; or (c) in relation to a futures contract that is an eligible exchange-traded option, a futures option or an agreement prescribed to be a futures contract— (i) exercising any option or right under the futures contract; or (ii) allowing any option or right under the futures contract to lapse, whether or not on another person’s behalf. 3. “Fund management” means undertaking on behalf of any other person or persons, whether on a discretionary authority granted by such person or persons or otherwise, the management of a portfolio of securities or futures contracts. 4. “Advising on corporate finance” means giving advice concerning— (a) compliance with or in respect of Part VI, any regulation made under section 378 and any guidelines issued under section 377 relating to any matter provided under Part VI, or relating to the raising of funds by any corporation; (b) compliance with the listing requirements of the stock exchange in relation to the raising of funds or related party transactions; (c) arrangement or restructuring of a listed corporation or a subsidiary of the listed corporation of its assets or liabilities. 5. “Investment advice” means carrying on a business of advising others concerning securities or futures contracts or as part of a business, issues or promulgates analyses or reports concerning securities or futures contracts. 6. “Financial planning” means analysing the financial circumstances of another person and providing a plan to meet that other person’s financial needs and objectives, including any investment plan in securities, whether or not a fee is charged in relation thereto. [Subsection 58(2)] Specified persons 1. Any company registered under the Trust Companies Act 1949 whose carrying on of any regulated activity is solely incidental to its carrying on of the business for which it is registered under the Trust Companies Act 1949. 2. Any advocate and solicitor as defined under the Legal Profession Act 1976 [Act 166] in practice whose carrying on of the regulated activity of advising on corporate finance or financial planning is solely 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] in practice whose carrying on of the regulated activity of advising on corporate finance or financial planning is solely incidental to the practice of his profession. 4. A valuer as defined under the Valuers, Appraisers and Estate Agents Act 1981 [Act 242] whose valuation in respect of assets for the purposes of advising on corporate finance is solely incidental to his practice as a valuer. 5. Any person who is a proprietor of a newspaper and a holder of a permit issued under the Printing Presses and Publications Act 1984 [Act 301] whose carrying on the regulated activity of investment advice through the newspaper where— (a) insofar as the newspaper is distributed generally to the public, it is distributed only to subscribers for, and purchasers of, the newspaper for value; (b) the advice is given or the analyses or reports are issued or promulgated only through that newspaper; (c) that person receives no commission or other consideration for issuing or promulgating the analyses or reports; and (d) the advice is given and the analyses and reports are issued or promulgated solely as incidental to the conduct of that person’s business as a newspaper proprietor. 6. Any person who is carrying on the regulated activity of investment advice through the provision of information service where— (a) insofar as the information service is distributed generally to the public, it is distributed only to subscribers for, and purchasers of, the information service for value; (b) the advice is given or the analyses or reports are issued or promulgated only through that information service; (c) that person receives no commission or other consideration for issuing or promulgating the analyses or reports; and (d) the advice is given and the analyses and reports are issued or promulgated solely as incidental to the conduct of that person’s business as a information service proprietor. 7. Any corporation whose carrying on of the regulated activity of fund management is solely for the benefit of its related corporation. 8. Any corporation whose carrying on of the regulated activity of investment advice is solely for the benefit of its related corporation. 9. Any corporation whose carrying on the regulated activity of advising on corporate finance solely for the benefit of any of its related corporation and where the related corporation is a listed corporation, such advice is not circulated to the shareholders of the related corporation or otherwise made known to the public. 10. Any person who carries on the regulated activity of dealing in securities for his own account or for his related corporation through a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. 11. Any person who trades in futures contracts— (a) on the person’s own account; or (b) where such person is a non-resident of Malaysia acting as principal or agent through the holder of a Capital Markets Services Licence who carries on the business of trading in futures contracts. 12. An affiliate who trades in futures contracts or enters into a transaction in relation to a futures contract solely on its own account and who complies with the provisions of the rules of the futures exchange. 13. A holder of a Capital Markets Services Licence who carries on the business of trading in futures contracts whose dealing in securities— (a) relates to a securities which is also a futures contract; (b) is the direct consequence of trading in a futures contract; (c) is in connection with the delivery of a security, within a class of securities which is the subject of a class of futures contracts, pursuant to— (i) in the case of an eligible exchange-traded option, the exercise of the option; or (ii) in the case of an eligible delivery agreement, the agreement itself; or (d) is in connection with the transfer of securities as collateral or security, or in realization of any collateral or security, for obligation under a futures contract. 14. Any public statutory corporation constituted under any written law who carries on the regulated activity of dealing in securities or fund management. 15. Any stock exchange or exchange holding company where its dealing in securities is solely incidental to it operating a stock market of a stock exchange. 16. A futures exchange or exchange holding company where the trading in futures contracts is solely incidental to it operating a futures market of a futures exchange. 17. An approved clearing house or exchange holding company whose dealing in securities or trading in futures contracts, as the case may be, is solely incidental to it providing clearing facilities in respect securities or futures contracts, as the case may be. 18. A licensed offshore bank as defined under the Offshore Banking Act 1990 [Act 443], an offshore company or a foreign offshore company as defined under the Offshore Companies Act 1990 [Act 441], whose carrying on of the regulated activity of investment advice to a person who is a non-resident of Malaysia is solely incidental to their offshore businesses. 19. A receiver, receiver and manager, or liquidator or any other person appointed by a court whose carrying on a regulated activity is solely incidental to his duties as a receiver, receiver and manager, liquidator or any court appointed person, as the case may be. 20. A trustee or other person whose carrying on a regulated activity is solely incidental to its administering a compromise or arrangement between a body corporate and any other person or persons. 21. An insurance company licensed under the Insurance Act 1996 or a takaful operator registered under the Takaful Act 1984 whose carrying on of the regulated activity of fund management is solely incidental to the management and administration of its insurance or takaful business, as the case may be. [Paragraph 76(1)(a)] Registered persons Part 1 First Second column Third column column Items Activities Categories of registered persons 1. Dealing in securities (a) Quoting two way prices for, Islamic banks and all and dealing in— licensed institutions (i) d e b e n t u r e , s t o c k s o r bonds of the Federal Government, any State Government or statutory body; or (ii) corporate debentures or other instruments which are not listed for trading in any stock exchange (b) Arranging for the sale or Islamic banks, licensed banks, purchase of securities issued licensed merchant banks and by, belonging to or on behalf licensed finance companies of, customers through the holders of a Capital Markets Services Licence who carries on the business of dealing in securities First Second column Third column column Items Activities Categories of registered persons (c) Arranging for the sale or Islamic banks, licensed banks, purchase of securities that are licensed merchant banks, not listed on a stock market licensed discount houses and of a stock exchange, issued licensed finance companies by, belonging to or on behalf of, customers (d) Underwriting of securities Islamic banks, licensed banks and placement out of such and licensed merchant banks underwritten securities whether through the holder of a Capital Markets Services Licence who carries on dealing in securities or otherwise (e) Underwriting of bond issues Insurance companies licensed that is solely incidental to the under the Insurance Act 1996 management and administration and takaful operators registered of its insurance or takaful under the Takaful Act 1984 business (f) Private placement of primary Licensed merchant banks and issues of securities on behalf Islamic banks in respect of of customers Islamic products (g) Arranging or offering for the Islamic banks, licensed sale or purchase as agents for banks and licensed finance any person, any interests in companies unit trust schemes (h) Acting or offering to act as Islamic banks, licensed banks, agent for any issuing house in licensed merchant banks and relation to the issue or listing licensed finance companies of any securities (i) Lending or borrowing of Islamic banks, licensed banks, unlisted debt securities for licensed finance companies and their own account or for their licensed merchant banks customers under the Guidelines on Securities Borrowing and Lending Programme under R E N TA S o r s u c h o t h e r equivalent guidelines issued by Bank Negara First Second column Third column column Items Activities Categories of registered persons 2. Advising on corporate finance (a) Debentures that are not Licensed banks, licensed capable of being converted merchant banks, licensed into equity discount houses and Islamic banks in respect of Islamic debentures (b) Islamic securities as specified in Licensed banks, licensed the Commission’s guidelines in merchant banks, Islamic banks respect of Islamic securities and licensed discount houses (c) Structured products as provided Licensed banks, licensed u n d e r t h e C o m m i s s i o n ’s merchant banks and Islamic guidelines in respect of banks in respect of Islamic structured products structured products (d) Structured warrants as provided Licensed merchant banks, u n d e r t h e C o m m i s s i o n ’s licensed banks and Islamic Guidelines For The Issue of banks in respect of Islamic Structured Warrants structured warrants (e) Making submissions on behalf Licensed merchant banks and of customers to relevant Islamic banks in respect of authorities or persons in respect Islamic products of issues of securities for cash or other consideration (f) Issuing any document which is Licensed banks, licensed or is deemed to be a prospectus finance companies, licensed under the relevant securities merchant banks and licensed laws and the Companies Act Islamic banks 3. Investment advice Carrying on a business of Islamic banks and all licensed advising others concerning institutions securities or futures contracts; or as part of a business, issues or promulgates analyses or reports concerning securities or futures contracts First Second column Third column column Items Activities Categories of registered persons 4. Fund management Acting or offering to act Licensed merchant banks and as portfolio managers for Islamic banks in respect of customers or as investment Islamic funds or co-investment manager of country funds, trust funds, venture capital funds, unit trust funds, or other funds including— (i) the provision of investment advice; and (ii) the acquisition or disposal through a holder of a Capital Markets Services Licence who carries on dealing in securities, in relation to such activity Note: Schedule 4 shall not apply to a licensed merchant bank that holds a Capital Markets Services Licence who carries on the business of dealing in securities. Part 2 First Second column Third column column Items Activities Categories of registered persons 1. Advising on corporate finance Bank Pembangunan Malaysia and underwriting in relation Berhad to proposals for infrastructure project companies as may be specified by the Commission whether for the purposes of listing such companies or otherwise First Second column Third column column Items Activities Categories of registered persons 2. Dealing in securities in relation Any venture capital corporation to the investment made by the and venture capital management venture capital corporation and corporation that is registered venture capital management u n d e r t h e C o m m i s s i o n ’s corporation Guidelines for the Registration of Venture Capital Corporations a n d Ve n t u r e C a p i t a l Management Corporations 3. Investment advice in relation A credit rating agency that is to the provision of ratings for recognized by the Commission debentures under the Practice Note on the Offering of Private Debt Securities and the Guidelines on the Offering of Islamic Securities 4. Investment advice in relation A bond pricing agency to the pricing of debentures that is registered under the Commission’s Guidelines on the Registration of Bond Pricing Agencies 5. Dealing in securities in relation Pengurusan Danaharta Nasional to the administration of the Berhad and all its subsidiaries duties of Pengurusan Danaharta prescribed under subsection Nasional Berhad 60(2) of the Pengurusan Danaharta Nasional Berhad [Subsection 213(1)] Proposals not requiring approval Categories of transactions not subject to the requirements of subsection 212(4). 1. The issuance of securities by or guaranteed by the Federal Government or any State Government or Bank Negara. 2. The issuance of securities by an offshore company as defined under the Offshore Companies Act 1990 exclusively to persons outside Malaysia. 3. The issuance of securities of a foreign company as defined under the Offshore Companies Act 1990, to an offshore company as defined under the Offshore Companies Act 1990. 4. Securities of a private company other than debentures. 5. Bonus issues of securities of a corporation. 6. All trades in securities effected in the money market. 7. 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 of exchange, a banker’s draft or a letter of credit; or (c) a banknote, a statement showing a balance in a current, deposit or savings account, or (by reason of any financial obligation contained in it) a charge or other disposition of property, or an insurance policy. 8. All trades in securities effected on a stock market of a stock exchange which is approved by the Minister pursuant to subsection 8(2) or such other exchange outside Malaysia which is recognized under the rules of the stock exchange. 9. An offer or invitation to enter into an underwriting agreement or is made or issued to an underwriter under such an underwriting agreement. 10. An issue or allotment of securities to an underwriter under an underwriting agreement. 11. An offer or invitation with respect to securities of a corporation which is not listed made to existing members or debenture holders of such corporation by means of a rights issue and is not an offer to which section 237 applies. 12. The making available, offering for subscription or purchase of or issuing an invitation to subscribe for or purchase, securities of a corporation to existing members of a company within the meaning of section 270 of the Companies Act 1965. 13. Issuance or allotment of securities by a corporation pursuant to the exercise of a warrant, convertible note, option or transferable subscription right, in respect of which the Commission has given its prior approval under subsection 212(4) and the subsequent listing of such securities. 14. An offer or invitation with respect to the existing securities of an unlisted corporation made to existing holders of those securities or made to a person falling within paragraph 9, 10 or 11 of Schedule 6. 15. The making available of, offering for subscription or purchase of, or making an invitation to subscribe for or purchase, securities of a corporation pursuant to an employee share or employee share option scheme. 16. The listing of securities that are issued by way of bonus issue. 17. The issuance of notes pursuant to a notes issuance facility or revolving underwriting facility as may be specified by the Commission. 18. All trades in foreign currency denominated debentures and Islamic securities effected in a manner as may be specified by the Commission. 19. An offer or invitation in respect of securities of a foreign corporation whose securities or any class of securities having gained admission on such other exchange outside Malaysia which is recognised under the rules of a stock exchange, made to existing members or debenture holders of such foreign corporation by means of a rights issue. 20. Subdivision or consolidation of shares of a corporation where such subdivision or consolidation has been approved at the general meeting of the corporation and in the case of a listed corporation, in accordance with the rules of the stock exchange. 21. The issuance of additional securities pursuant to an entitlement in respect of a warrant, option or right that has been approved by the Commission under subsection 212(4) and without consideration. 22. The issuance of debentures by a corporation to its related corporation where such debentures shall include a term that prohibits the transfer of such debentures to any other person. [Section 229] Excluded offers or excluded invitations A. Excluded offers or excluded invitations 1. An offer or invitation to enter into an underwriting or subunderwriting agreement or an offer or invitation made to an underwriter under such an agreement. 2. With respect to the securities of a corporation which are not listed, an offer or invitation made to existing members or debenture holders of such corporation by means of a rights issue and is not an offer to which section 237 applies. 3. An offer or invitation made to a company that is registered as a trust company under the Trust Companies Act 1949 or a corporation that is a public company under the Companies Act 1965 or under the laws of any other country which has been allowed by the Commission to be a trustee for the purposes of this Act. 4. An offer or invitation made to a unit trust scheme or prescribed investment scheme. 5. An offer or invitation made to a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. 6. An offer or invitation made exclusively to persons outside Malaysia. 7. An offer or invitation made to a closed end fund approved by the Commission. 8. An offer or invitation made to a holder of a Capital Markets Services Licence who carries on the business of fund management. 9. An offer or invitation made to a person who acquires securities pursuant to an offer, as principal, if the aggregate consideration for the acquisition is not less than two hundred and fifty thousand ringgit or its equivalent in foreign currencies for each transaction whether such amount is paid for in cash or otherwise. 10. An offer or invitation made to an individual whose total net personal assets exceed three million ringgit or its equivalent in foreign currencies. 11. An offer or invitation made to a corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts. 12. An offer or invitation made to a licensed offshore bank as defined under the Offshore Banking Act 1990. 13. An offer or invitation made to an offshore insurer as defined under the Offshore Insurance Act 1990 [Act 444]. 14. An offer or invitation made with respect to any sale of a unit in a unit trust scheme or a prescribed investment scheme by a personal representative, liquidator, receiver or trustee in bankruptcy or liquidation, as the case may be, in the normal course of realisation of assets. 15. All trades in securities effected on a stock market of a stock exchange which is approved by the Minister pursuant to subsection 8(2) or such other exchange outside Malaysia which is recognized under the rules of the stock exchange. 16. An offer or invitation of securities made or guaranteed by the Federal Government or any State Government or Bank Negara. 17. An offer or invitation in respect of securities of a private company. 18. An offer or invitation pursuant to a take-over offer which complies with the relevant law applicable to such offers. 19. All trades in securities effected in the money market. 20. An offer or invitation made to employees or directors of a corporation or its related corporation pursuant to an employee share or employee share option scheme. 21. An offer or invitation made to any creditor or holder of securities of a company undergoing a scheme of arrangement or compromise under section 176 of the Companies Act 1965 or a restructuring scheme under the Pengurusan Danaharta Nasional Berhad Act 1998 which may not be renounced to any person other than a creditor or holder of securities of the company. 22. An offer or invitation made to a licensed institution as defined in the Banking and Financial Institutions Act 1989 or an Islamic bank as defined in the Islamic Banking Act 1983. 23. An offer or invitation made to an insurance company registered under the Insurance Act 1996. 24. An offer or invitation made to a statutory body established by an Act of Parliament or an enactment of any State. 25. An offer or invitation made to a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967 [Act 53]. 26. An offer or invitation made by or to Danamodal Nasional Berhad. 27. An offer or invitation in respect of securities of a corporation made to existing members of 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 whose securities or any class of securities having gained admission on such other exchange outside Malaysia which is recognised under the rules of a stock exchange, made to existing members or debenture holders of such foreign corporation by means of a rights issue provided that such offer of invitation has been accompanied by a prospectus or disclosure document approved by the foreign supervisory authority of such foreign corporation. B. Non-application Excluded offers or excluded invitations to which sections 232, 233, 234, 235, 236, 237, 238, 239, 240, 241 and 244 of Division 3 of Part VI shall not apply. [Section 230] Excluded issues A. Excluded issues 1. An issue made to an underwriter under an underwriting or subunderwriting agreement. 2. An issue in respect of securities of a corporation which are not listed made to existing members or debenture holders of such corporation by means of a rights issue and is not an issue or allotment to which section 237 applies. 3. An issue made to a company that is registered as a trust company under the Trust Companies Act 1949 or a corporation that is a public company under the Companies Act 1965 or under the laws of any other country which has been allowed by the Commission to be a trustee for the purposes of this Act. 4. An issue made to a unit trust scheme or prescribed investment scheme. 5. An issue made to a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. 6. An issue made exclusively to persons outside Malaysia. 7. An issue made to a closed end fund approved by the Commission. 8. An issue made to a holder of a Capital Markets Services Licence who carries on the business of fund management. 9. An issue made to a person who acquires securities pursuant to an offer, as principal, if the aggregate consideration for the acquisition is not less than two hundred and fifty thousand ringgit or its equivalent in foreign currencies for each transaction, whether such amount is paid for in cash or otherwise. 10. An issue made to an individual whose total net personal assets exceed three million ringgit or its equivalent in foreign currencies. 11. An issue made to a corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts. 12. An issue made to a licensed offshore bank as defined under the Offshore Banking Act 1990. 13. An issue made to an offshore insurer as defined under the Offshore Insurance Act 1990. 14. An issue made with respect to any sale of a unit in a unit trust scheme or a prescribed investment scheme by a personal representative, liquidator, receiver or trustee in bankruptcy or liquidation, as the case may be, in the normal course of realisation of assets. 15. All trades in securities effected on a stock market of a stock exchange which is approved by the Minister pursuant to subsection 8(2) or such other exchange outside Malaysia which is recognized under the rules of the stock exchange. 16. An issue of securities made or guaranteed by the Federal Government or any State Government or Bank Negara. 17. An issue in respect of securities of a private company. 18. An issue in respect of securities which are acquired pursuant to a take-over offer which complies with the relevant law applicable to such offers. 19. All trades in securities effected in the money market. 20. An issue in respect of securities which are acquired by employees or directors of a corporation or its related corporation pursuant to an employee share or employee share option scheme. 21. An issue made to any creditor or holder of securities of a company undergoing a scheme of arrangement or compromise under section 176 of the Companies Act 1965 or a restructuring scheme under the Pengurusan Danaharta Nasional Berhad Act 1998 which may not be renounced to any person other than a creditor or holder of securities of the company. 22. An issue made to a licensed institution as defined in the Banking and Financial Institutions Act 1989 or an Islamic bank as defined in the Islamic Banking Act 1983. 23. An issue made to an insurance company registered under the Insurance Act 1996. 24. An issue made to a statutory body established by an Act of Parliament or an enactment of any State. 25. An issue made to a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967. 26. An issue made by or to Danamodal Nasional Berhad. 27. An issue of securities by a corporation pursuant to the exercise of an option, a warrant or a transferable subscription right, in respect of which a prospectus has been registered under this Act or in respect of which the securities to which the option, warrant or transferable subscription right converts into are listed securities. 28. An issue of shares by a corporation pursuant to a provision contained in a convertible note, whether the note was issued by that corporation or by another corporation, in respect of which a prospectus has been registered under this Act or in respect of which the securities to which the option, warrant or transferable subscription right converts into are listed securities. 29. An issue in respect of shares or units in a unit trust scheme or prescribed investment scheme which are issued in satisfaction of dividends payable by the issuer to the holders of existing shares or units that were issued pursuant to a prospectus. 30. An issue of securities of a corporation made to existing members of a company within the meaning of section 270 of the Companies Act 1965. 31. A bonus issue of securities made by a corporation. 32. An issue in respect of securities of a foreign corporation whose securities or any class of securities having gained admission on such other exchange outside Malaysia which is recognised under the rules of a stock exchange, made to existing members or debenture holders of such foreign corporation by means of a rights issue. 33. An issue of securities of a foreign corporation whose securities or any class of securities having gained admission on such other exchange outside Malaysia which is recognised under the rules of a stock exchange, made to existing members or debenture holders of such foreign corporation by means of a rights issue provided that such issue has been accompanied by a prospectus or disclosure document approved by the foreign supervisory authority of such foreign corporation. B. Non-application Excluded issues to which sections 232, 233, 234, 235, 236, 237, 238, 239, 240, 241 and 244 of Division 3 of Part VI shall not apply. [Subsection 257(1)] Debentures issues Issues of, offers for subscription or purchase of, or invitations to subscribe for or purchase, debentures to which Subdivision 1 of Division 4 of Part VI and section 283 of Subdivision 2 of Division 4 of Part VI shall not apply. 1. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made by the Federal Government or any State Government or any statutory body. 2. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures guaranteed by the Federal Government or Bank Negara. 3. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures which by their terms may only be held by members of the issuer. 4. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures which by their terms may only be held by a single holder of those debentures. 5. All trades in debentures effected on a stock market of a stock exchange which is approved by the Minister pursuant to subsection 8(2). 6. All trades in debentures effected in the money market. 7. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made pursuant to a scheme of arrangement or compromise under section 176 of the Companies Act 1965 or a restructuring scheme under the Pengurusan Danaharta Nasional Berhad Act 1998. 8. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made by or to Danamodal Nasional Berhad. 9. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made exclusively to persons outside Malaysia. 10. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures to existing members of a company within the meaning of section 270 of the Companies Act 1965. 11. An issue, offer or invitation made in relation to a foreign currency denominated debenture to— (a) an underwriter under an underwriting or initial purchase agreement; (b) a unit trust scheme or prescribed investment scheme; (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 of fund management; (f) a corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts; (g) a licensed offshore bank as defined under the Offshore Banking Act 1990; or (h) an offshore insurer as defined under the Offshore Insurance Act 1990. 12. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures or Islamic securities made by a multilateral development bank, a multilateral financial institution, a foreign sovereign or a corporation guaranteed or controlled by a foreign sovereign, with a credit rating of AAA or its equivalent, assigned by a credit rating agency. [Subsection 257(2)] Debentures issues Issues of, offers for subscription or purchase of, or invitations to subscribe for or purchase, debentures to which sections 263, 266, 268, 269, 271, 272, 275, 278, subsections 280(4) and 280(5) of Division 4 of Part VI shall not apply. 1. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a company that is registered as a trust company under the Trust Companies Act 1949 or a corporation that is a public company under the Companies Act 1965 or under the laws of any other country which has been allowed by the Commission to be a trustee for the purposes of this Act. 2. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a unit trust scheme or prescribed investment scheme. 3. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. 4. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a closed end fund approved by the Commission. 5. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a holder of a Capital Markets Services Licence who carries on the business of fund management. 6. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a person who acquires securities pursuant to an offer, as principal, if the aggregate consideration for the acquisition is not less than two hundred and fifty thousand ringgit or its equivalent in foreign currencies for each transaction, whether such amount is paid for in cash or otherwise. 7. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to an individual whose total net personal assets exceed three million ringgit or its equivalent in foreign currencies. 8. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts. 9. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a licensed offshore bank as defined under the Offshore Banking Act 1990. 10. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to an offshore insurer as defined under the Offshore Insurance Act 1990. 11. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures of a private company. 12. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a licensed institution as defined in the Banking and Financial Institutions Act 1989 or an Islamic Bank as defined in the Islamic Banking Act 1983. 13. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to an insurance company registered under the Insurance Act 1996. 14. An issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, debentures made to a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967. [Subsection 378(3)] Power to make regulations Pursuant to section 378 the Commission may, with the approval of the Minister, make the following regulations: 1. to provide for the remuneration of an auditor appointed under this Act and for the costs of an audit carried out under this Act; 2. to prescribe any forms for the purposes of this Act; 3. to provide for the licensing of persons who carry out regulated activities and their representatives and matters incidental thereto; 4. to prescribe the activities of, and the standards to be maintained by, licensed persons including the manner, method and place of soliciting business and the conduct of such solicitation; 5. to prescribe the standards with respect to the qualifications, experience and training of licensed persons; 6. to provide for the control of the form, contents and distribution of written, printed or visual material or advertisements that may be distributed or used by a person in respect of— (a) offering services by a holder of a Capital Markets Services Licence; or (b) offering securities or futures contracts for subscription, purchase or sale; 7. to specify requirements applicable to the holder of a Capital Markets Services Licence in relation to securities financing; 8. to specify terms and conditions to be included in clients’ contracts and provide that the terms and conditions are, unless the Commission in relation to any particular term or condition otherwise directs, to be deemed to be of the essence of the clients’ contracts in which they are included, whether or not a different intention appears in the provisions of the clients’ contracts; 9. to specify information that a holder of a Capital Markets Services Licence is to provide to its client on entering into a client’s contract with the client, and thereafter from time to time on request by the client; 10. to require the licensed person, to ascertain, in relation to each client, specified matters relating to his identity and his financial situation, investment experience and investment objectives relevant to the services to be provided, and prescribe the steps to be taken for this purpose; 11. to require the licensed person, when providing information or advice concerning any securities or futures contracts to a client, to ensure the suitability of the information or advice to be provided to the client, and prescribe the steps to be taken for this purpose; 12. to require the licensed person, to disclose to a client the financial risks in relation to any securities or futures contracts that the licensed person recommends to the client, and prescribe the steps to be taken for this purpose; 13. to require the licensed person, to disclose to a client any commission or advantage such licensed person receives or is to receive from a third party in connection with any securities or futures contracts which the licensed person recommends to the client, and prescribe the steps to be taken for this purpose; 14. to require the licensed person to take steps to avoid cases of conflict between any of its interests and those of a client and specify the steps to be taken in the event of a potential or actual case of conflict; 15. to specify the circumstances in which the holder of a Capital Markets Services Licence may receive any property or service from another holder of a Capital Markets Services Licence in consideration of directing business to that other holder; 16. to specify the circumstances in, and the conditions and restrictions under, which a representative of a holder of a Capital Markets Services Licence is permitted to deal or trade for his own account in securities or futures contracts; 17. to provide for any other matter relating to the practices and standards of conduct of the licensed person in carrying on business in any regulated activity; 18. to regulate the conduct of business on a stock exchange, futures exchange or approved clearing house; 19. to prescribe the minimum financial requirements in respect of the business of a holder of a Capital Markets Services Licence; 20. to prescribe the form and contents of a contract note; 21. to prohibit the use of any manipulative or deceptive devices and contrivances in connection with the purchase or sale of securities or futures contracts; 22. to prescribe the particulars to be recorded in, or in respect of, the accounting records kept by a holder of a Capital Markets Services Licence under this Act; 23. to prescribe the particulars to be recorded in the profit and loss accounts and balance-sheets and the information to be contained in auditor’s reports required to be lodged under this Act on the annual accounts of a holder of a Capital Markets Services Licence; 24. to regulate the purchase or sale of securities or futures contracts, directly or indirectly, for the personal account of licensed persons and financial journalists; 25. to provide for the disclosure by a licensed person of any material interest that such person may have in a proposed transaction relating to dealing in securities or trading in futures contracts; 26. to provide for the operation or administration of trust accounts; 27. to regulate or prohibit the sale of securities by any person who does not have a right to vest the securities in the purchaser or in relation to a sale of securities under paragraph 98(4)(e); 28. to provide for matters relating to the listing of securities on the stock exchange, and in particular— (a) to require that the requirements be met before securities may be listed on the stock exchange; (b) to provide the procedure for dealing with applications for the listing of securities on the stock exchange; (c) to provide for the cancellation of the listing of any specified securities on the stock exchange if the Commission’s requirements for listing, or the requirements of the undertaking referred to in paragraph (f), are not complied with, or where the Commission consider that such action is necessary to maintain an orderly market in Malaysia; (d) to provide the conditions subject to which, and the circumstances in which, the stock exchange shall suspend dealings in securities; (e) to provide the procedure for, and the method of allotment of, any securities arising out of an offer for sale in respect of those securities; and (f) to require a corporation whose securities are listed or accepted for listing on the stock exchange to enter into such undertaking as may be required by the rules of the stock exchange, to provide such information at such times as may be specified, and to carry out such duties in relation to its securities as may be imposed in the undertaking; 29. to provide for the supply to the Commission of— (a) such information as a person to whom sections 69C and 69D of the Companies Act 1965 applies or any other person is required to supply; (b) such notice as a person to whom section 69E, 69F or 69G of the Companies Act 1965 applies is required to give; 30. to provide for the authorization of any person who maintains within Malaysia a register of members of a corporation whose securities are listed on the stock exchange and the requirements to which such person shall comply with; 31. to provide for the borrowing in the ordinary course of business by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities as the Minister may consider necessary or appropriate in the public interest or for the protection of investors; 32. to provide for returns or information or otherwise, to be supplied by a stock exchange, futures exchange, approved clearing house, licensed persons or corporations whose securities are listed on a stock exchange or directors or officers thereof, to the Commission; 33. to provide for the operation or administration of, or any other matter whatsoever relating to, the compensation fund or fidelity fund; 34. to provide for all matters relating to the lending and borrowing of securities and the persons involved in such lending and borrowing; 35. to require a corporation which has any of its securities quoted on a stock market of a stock exchange to comply with such accounting standards or to disclose such information as the Minister thinks necessary; 36. to prescribe the fees to be paid in respect of any matter or thing required for the purposes of this Act; 37. to provide for all matters relating to proposals referred to in subsection 212(2); 38. to provide for all matters relating to the settlement of disputes involving securities, futures contracts or involving clients of a holder of a Capital Markets Services Licence; 39. to provide for the procedure and manner of registration or lodgement of any instrument or document required to be registered or lodged with the Commission; 40. to prescribe the principles and rules governing the conduct of all persons or parties involved in a take-over offer, merger or compulsory acquisition; and 41. to prescribe the standards and conduct of trustees approved under Part 9, DQG UHJLVWHUHG SHUVRQV RWKHU WKDQ UHJLVWHUHG SHUVRQV VSHFLÀHG LQ 3DUW of Schedule 4. [Section 388] List of subsidiary legislation revoked 1. Securities Industry Regulations 1987 [P.U. (A) 314/1987]. 2. Securities Industry (Exemption) Order 1992 [P.U. (A) 126/1992]. 3. Futures Industry Regulations 1995 [P.U. (A) 413/1995]. 4. Securities Industry (Exempt Dealer) (No. 2) Order 1996 [P.U. (A) 21/1996]. 5. Securities Industry (Dealing in Securities) Declaration (No. 2) 1996 [P.U. (B) 23/1996]. 6. Securities Industry (Licensing of Fund Manager and Fund Manager’s Representative) Regulations 1996 [P.U. (A) 117/1996]. 7. Securities Industry (Deposit) Regulations 1997 [P.U. (A) 34/1997]. 8. Securities Industry (Compensation Fund) Regulations 1997 [P.U. (A) 35/1997]. 9. Securities Industry (Dealers Contract Notes) Regulations 1997 [P.U. (A) 37/1997]. 10. Securities Industry (Dealing in Securities) Declaration 1997 [P.U. (B) 338/1997]. 11. Securities Industry (Exempt Dealer) Order 1997 [P.U. (A) 339/1997]. 12. Futures Industry (Variation of Board Composition) Order 1998 [P.U. (A) 139/1998]. 13. Securities Industry (Exempt Dealer) Order 1998 [P.U. (A) 324/1998]. 14. Futures Industry (Licensing Exemption) Order 1998 [P.U. (A) 393/1998]. 15. Securities Industry (Non-Application Of Provision Relating To Insider Trading) Regulations 1999 [P.U. (A) 180/1999]. 16. Securities Industry (Exempt Dealer) Order 2000 [P.U. (A) 160/2000]. 17. Futures Industry (Licensing Exemption) Order 2001 [P.U. (A) 209/2001]. 18. Securities Industry (Exempt Dealer) Order 2002 [P.U. (A) 17/2002]. 19. Securities Industry (Exempt Dealer) (No. 2) Order 2002 [P.U. (A) 314/2002]. 20. Securities Industry (Declaration of Exempt Stock Market) Order 2005 [P.U. (A) 496/2005]. 21. Securities Industry (Bond Pricing Agency) Regulations 2006 [P.U. (A) 22/2006]. DICETAK OLEH PERCETAKAN NASIONAL MALAYSIA BERHAD, KUALA LUMPUR BAGI PIHAK DAN DENGAN PERINTAH KERAJAAN MALAYSIA