Section 30. New sections 132A, 132B,132C and 132D.
The principal Act is amended by inserting immediately after section 132 new sections 132A, 132B,132C and 132D as follows:
"Dealings by officers in securities.
132A. (1) An officer, agent or employee of a corporation or officer of the Stock Exchange who in or in relation to a dealing in securities of the corporation by himself or any other person makes improper use to gain, directly or indirectly, an advantage for himself or any other person of specific confidential information acquired by virtue of his position as such officer, agent or employee or officer of the Stock Exchange which if generally known might reasonably be expected to affect materially the price of the subject matter of the dealing on a stock exchange shall, in addition to any penalty imposed under subsection (6), be liable to any person for loss suffered by that person by reason of the payment by him or to him of a consideration in respect of the securities greater or lesser, as the case may be, than the consideration that would have been reasonable if the information had been generally known at the time of the dealing.
(2) An officer, agent or employee of a corporation or officer of the Stock Exchange shall not be liable under subsection (1) to a person for any loss suffered by that person if that person knew or ought reasonably to have known of the information referred to in sub section (1) before entering into the transaction relating to the dealing in securities of the corporation.
(3) Notwithstanding the provisions of the Limitation Act 1953 [Act 254], an action for the recovery of the amount of a loss referred to insubsection (1) shall not be commenced after the expiration of two years after the date of the completion of the dealing in securities in respect of which the loss was suffered.
(4) In this section-
"agent" includes a banker, advocate and solicitor, auditor, accountant or stockbroker of the corporation and any person who is or at any time in the preceding six months has been knowingly connected with the corporation and has information which
(a) he holds by virtue of being connected with the corporation;
(b) it would be reasonable to expect a person so connected and in the position by virtue he is so connected not to disclose except for the proper performance of the functions attaching to that position; and
(c) he knows is unpublished price sensitive information in relation to the securities of the corporation;
"corporation" includes a corporation that is related to a corporation under section 6;
"dealing in securities in relation to a corporation" means a transaction relating to-
(a) shares in or debentures of the corporation or interests within the meaning of section 84 made available by the corporation or by a related corporation; or
(b) rights or options in respect of the acquisition or disposal of such shares, debentures or interests;
"officer" includes a person who at any time within the preceding twelve months was an officer of the corporation.
(5) This section shall be extended to apply to an officer, agent or employee of a corporation Or officer of the Stock Exchange who makes improper use to gain, directly or indirectly, an advantage for himself or any other person, by means of specific confidential information acquired by virtue of his position as such officer, agent or employee of the corporation or officer of the Stock Exchange, regarding
(a) the possibility of a take-over offer or bid being made to another corporation by the corporation to which he belongs; or
(b) the possibility of his corporation entering into a substantial commercial transaction with another corporation,
to deal in the securities of that corporation in the expectation that, if this information becomes generally known, the price of the securities of that other corporation on a Stock Exchange might be materially affected.
(6) An officer, agent or employee of a corporation or officer of the Stock Exchange who commits a breach of the provisions of this section shall be guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit or both.
Prohibitionon abuse of information obtained in Official capacity.
132B. Any person, who in or in relation to a dealing in securities of a corporation, has any information which if generally known might reasonably be expected to affect materially the price of the subject matter of the dealing on a Stock Exchange and which
(a) he holds by virtue of hisofficialcapacity or former official capacity;
(b) it would be reasonable to expect a person in his official capacity or former official capacity not to disclose except for the proper performance of the functions attaching to that official capacity; and
(c) he knows is unpublished price sensitive information in relation to securities of the corporation,
shall not make improper use of such information to gain, directly or indirectly, an advantage for himself or for any other person and any person who contravenes the provision of this section shall be guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit or both.
Approval of company required for disposal by directors of company's undertaking or property.
132C. (1) Notwithstandin anything in a company's memorandum or articles, the directors shall not carry into effect any proposal for disposing of or execute any transaction for the disposal of a substantial portion of the company's undertaking or property which would materially affect the performance of the company, unless those proposals or transactions have been approved by the company in general meeting.
(2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
(3) A transaction entered into in contravention of subsection (1) shall, in favour of any person dealing with the company for valuable consideration, and without actual notice of the contravention, be as valid as if that subsection has been complied with.
(4) This section shall not apply to proposals for disposing of the whole or substantially the whole of the company's undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.
(5) Any director who contravenes the provision of this section shall be guilty of an offence against this Act.
Penalty: Imprisonment for five years or thirty thousand ringgit or both.
Approval of company required for issue of shares by directors.
132D. (1) Notwithstanding anything in a company's memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.
(2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
(3) Any approval for the purposes of this section shall continue in force until
(a) the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
(b) the expiration of the period within which the next annual general meeting after that date is required by law to be held,
whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.
(4) The directors may issue shares notwithstanding that an approval for the purposes of this section has ceased to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by them while the approval was in force and they were authorized by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.
(5) Section 154 shall apply to any resolution whereby an approval is given for the purposes of this section.
(6) Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly.
(7) Any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs shall be commenced, notwithstanding the provisions of the Limitation Act 1953, after the expiration of three years from the date of the issue.
(8) This section shall not apply to any issue of shares of a company before
(a) the begining of the annual general meeting commencing next after the commencement of this section; or
(b) the expiration of the period within which the next annual general meeting after the commencement of this section is required by law to be held,