(1) In this Act, unless the context otherwise requires-
[Am. Act A1074:s.2]
"affiliate" has the same meaning as in the Futures Industry Act 1993 [Act 499];
[Ins. Act A1217:s.2]
"appointed day" means the day on which this Act comes into force;
"associated person" shall be construed as provided under section 3 of the Securities Industry Act 1983[Act 280];
[Ins. Act A926:s.2,Subs. Act A1074:s.2]
"books" has the same meaning as in the Securities Industry Act 1983 [Act 280];
[Ins. Act A1217:s.2]
"borrower", in relation to a debenture, means the corporation that is or will be liable to repay money under the debenture;
[Ins. Act A1074:s.2]
"Central Bank of Malaysia" means the Central Bank established under the Central Bank ofMalaysia Act 1958 [Act 519];
[Ins. Act A1074:s.2]
"central depository" means a company approved by the Minister under section 5 of the Securities Industry (Central Depositories) Act 1991[Act 453] -
(a) to establish and operate a system for the central handling of securities, whether or not listed on any stock exchange-
(i) whereby all such securities are deposited with and-held in custody by, or registered in the name of, the company or its nominee company for the depositors and dealings in respect of these securities are effected by means of entries in securities accounts without the physical delivery of scrips; or
(ii) which permits or facilitates the settlement of securities transactions or dealings in securities without the physical delivery of scrips; and
(b) to provide other facilities and services incidental thereto;
"Chairman" means the Chairman of the Commission appointed under paragraph 4(1)(a);
"clearing house" means a clearing house, by whatever name or designation, established or arranged to be established by an exchange for the registration of dealing in securities or a clearing house approved under subsection 6B(1) of the Futures Industry Act 1993 [Act 499]
[Am. Act A926:s.2]
"Commission" means the Securities Commission established under section 3;
"committee" means any committee established by the Commission under section 18;
[Am. Act A1074:s.2]
"company" means a company incorporated pursuant to the Companies Act 1965 [Act 125] or pursuant to any corresponding previous enactment;
"corporation" means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia and includes any foreign company but does not include-
(a) any body corporate that is incorporated within Malaysia and is, by notice of the Minister charged with the responsibility for companies published in the Gazette, declared to be a public authority or an instrumentality or agency of the Government of Malaysia or of any State or to be a body corporate which is not incorporated for commercial purposes;
(b) any corporation sole;
(c) any society registered under any written law relating to co-operative societies; or
(d) any trade union registered under any written law as a trade union;
"Court" means -
(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;
[Subs. Act A1041:s.2]
"dealing in securities" means, whether as principal or agent, 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-
[Ins. Act A1074:s.2]
(a) any agreement for or with a view to acquiring, disposing of, subscribing for, or underwriting securities; or
[Ins. Act A1074:s.2]
(b) any agreement 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;
[Ins. Act A1074:s.2]
"debenture" includes debenture stock, bonds, notes and any other evidence of indebtedness of a corporation for borrowed moneys, whether or not constituting a charge on the assets of the corporation, but shall not be construed as applying to any of the following:
(a) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray the consideration payable under, a contract for sale or supply of goods, property or services or any contract of hire in the ordinary course of business;
(b) a cheque, banker's draft or any other bill of exchange or a letter of credit;
(c) a banknote, an insurance policy or a guarantee;
(d) a statement, passbook or other document showing any balance in a current, deposit or savings account;
(e) any agreement for a loan where the lender and borrower are signatories to the agreement and where the lending of money is in the ordinary course of business of the lender, and any promissory note issued under the terms of such an agreement; or
(f) any instrument or product or class of instruments or products as the Minister may, on the recommendation of the Commission, prescribe by order published in the Gazette;
[Ins. Act A1074:s.2]
"Deputy Chief Executive" means the Deputy Chief Executive appointed under paragraph 4(1)(aa);
[Ins. Act A1217:s.2]
"director" includes a reference to-
(a) a person occupying or acting in the position of director of a corporation, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position;
(b) a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act;
(c) an alternate or substitute director; or
(d) in the case of a corporation formed or incorporated or existing outside Malaysia-
(i) a member of the corporation's board of directors or governing body;
(ii) a person occupying or acting in the position of a member of the corporation's board, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position; or
(iii) a person in accordance with whose directions or instructions the members of the corporation's board are accustomed to act;
[Ins. Act A1074:s.2]
"document" has the same meaning as in the Evidence Act 1950 [Act 56];
[Ins. Act A1074:s.2]
"exchange" means a stock exchange established under subsection 8(2) of the Securities Industry Act 1983 [Act 280] or an exchange company;
[Subs. Act A926:s.2]
"exchange company" means a company established under subsection 4(1) of the Futures Industry Act 1993;
[Ins. Act A926:s.2]
"exchange holding company" has the same meaning as in the Securities Industry Act 1983;
[Ins. Act A1217:s.2]
"exempt dealer" has the same meaning as in the Securities Industry Act 1983;
[Ins. Act A1074:s.2]
"Fund" means the fund established under section 23;
"futures contract" has the same meaning as in the Futures Industry Act 1993;
[Subs. Act A926:s.2]
"futures exchange" [Repealed by Act A926:s.2]
"futures market" has the same meaning as in the Futures Industry Act 1993;
[Subs. Act A926:s.2]
"futures option transaction" [Repealed by Act A926:s.2]
"guarantor", in relation to a debenture, means a person who guarantees or has agreed to guarantee the repayment of any money secured or payable under the debenture;
[Ins. Act A1074:s.2]
"issue" means-
(a) in relation to securities, to bring or cause to be brought into existence those securities; and
(b) in relation to a notice, prospectus or other document, to circulate, distribute or disseminate such notice, prospectus or document;
[Ins. Act A1074:s.2]
"issuer" means-
(a) in the case of shares or debentures, the corporation whose shares or debentures are being issued, offered for subscription or purchase or in respect of which an invitation to subscribe or purchase has been made;
(b) in the case of units of a unit trust scheme or prescribed investment scheme, the management company;
(c) in the case of any other securities, the person making available, issuing, offering for subscription or purchase, or making an invitation to subscribe for or purchase, such securities;
[Ins. Act A1074:s.2]
"licence" means any licence issued under Part IV of the Securities Industry Act 1983 or Part III of the Futures Industry Act 1993;
[Ins. Act A926:s.2]
"licensed institution" means any institution licensed or deemed to be licensed under subsection 6(4) of the Banking and Financial Institutions Act 1989 [Act 372];
"licensed person" means a person licensed under Part IV of the Securities Industry Act 1983 or Part III of the Futures Industry Act 1993;
[Ins. Act A926:s.2]
"listed", in relation to a security or corporation, as the case may be, means such security or corporation whose securities or any class of its securities having gained admission to be quoted on a stock market of a stock exchange;
[Ins. Act A926:s.2]
"management company" means a company by which or on whose behalf a unit of a unit trust scheme or prescribed investment scheme has been or is proposed to be issued or offered for subscription or purchase or in respect of which an invitation to subscribe or purchase has been made and includes any person for the time being exercising the functions of the management company;
[Ins. Act A1074:s.2]
"member company" Deleted by Act A1217:s.2]
"Minister" means the Minister for the time being charged with the responsibility for finance;
"officer" means any officer or servant appointed under section 20 and includes an Investigating Officer of the Commission appointed under section 125;
[Am. Act A1074:s.2]
"official list", in relation to a stock market of a stock exchange, means a list specifying all securities which have been admitted for quotation on the stock market of the stock exchange;
[Ins. Act A1074:s.2]
"participant" has the same meaning as in the Securities Industry Act 1983;
[Ins. Act A1217:s.2]
"participating organization" has the same meaning as in the Securities Industry Act 1983;
[Ins. Act A1217:s.2]
"prescribed", where no manner of prescribing is provided, means prescribed from time to time by regulations or order published in the Gazette;
[Ins. Act A926:s.2]
"prescribed investment" means an interest as defined under subsection 84(1) of the Companies Act 1965 that has been exempted under section 96 of the Companies Act 1965 and in respect of which the Minister has made a prescription under subsection 2B(3);
[Ins. Act A1074:s.2]
"prescribed investment scheme" means an undertaking, scheme, enterprise, contract or arrangement in relation to a prescribed investment;
[Ins. Act A1074:s.2]
"record" includes record stored or recorded by means of a computer;
[Ins. Act A926:s.2]
"Registrar" means the Registrar of Companies under the Companies Act 1965 and includes any Regional, Deputy or Assistant Registrar of Companies;
"registered person" [Repealed by Act A926:s.2]
"stock exchange" means any body corporate which has been approved by the Minister under subsection 8(2) of the Securities Industry Act 1983;
"stock market" has the same meaning as in the Securities Industry Act 1983;
[Ins. Act A1074:s.2]
"securities" means-
(a) debentures, stocks or bonds issued or proposed to be issued by any government;
(b) shares in or debentures of, a body corporate or an unincorporated body; or
(c) unit trusts or prescribed investments,
and includes any right, option or interest in respect thereof;
[Ins. Act A1074:s.2]
"securities laws" means the Securities Industry Act 1983, the Securities Industry (Central Depositories) Act 1991, the Securities Commission Act 1993 [Act 498] and the Futures Industry Act 1993;
[Ins. Act A926:s.2]
"specify", where no manner of specifying is mentioned, means specify from time to time in writing; and a power to specify includes the power to specify differently for different persons or different classes, categories or descriptions of persons;
[Ins. Act A926:s.2]
"trade", in relation to futures contracts, has the same meaning as in the Futures Industry Act 1993;
[Subs. Act A926:s.2]
"unit", in relation to a unit trust scheme or prescribed investment scheme, means any right or interest therein by whatever name called and includes any sub-unit thereof;
[Ins. Act A1074:s.2]
"unit holder" means the unit holder of a unit trust scheme or prescribed investment scheme, as the case may be;
[Ins. Act A1074:s.2]
"unit trust scheme" means any arrangement made for the purpose, or having the effect, of providing facilities for the participation of persons as beneficiaries under a trust in profits or income arising from the acquisition, holding, management or disposal of-
(i) securities;
(ii) futures contracts; or
(iii) any other property;
[Subs. Act A1074:s.2]
"unlisted recreational club" means a corporation which provides the holders of its shares or debentures the right to use or enjoy any recreational, holiday or other related facilities and whose shares or debentures are not listed or proposed to be listed for quotation on any stock market of a stock exchange;.
[Ins. Act A1074:s.2]
(2) The Minister, on the recommendation of the Commission, may from time to time by order published in the Gazette, vary, delete, add to, substitute for, or otherwise amend Schedule 2, Schedule 3 or any prescription made under paragraph 38(1)(b) or 39(1)(b) , as the case may be, and upon such publication, Schedule 2, Schedule 3 or the prescription, as varied, deleted, added to, substituted for or otherwise amended, shall come into full force and effect and shall be deemed to be an integral part of this Act as from the date of such publication, or from such later date as may be specified in the order.