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LAWS OF MALAYSIA
REPRINT
Act 579
LABUAN OFFSHORE SECURITIES
INDUSTRY ACT 1998
Incorporating all amendments up to 1 January 2006 PUBLISHED BY
THE COMMISSIONER OF LAW REVISION, MALAYSIA
UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 IN COLLABORATION WITH
PERCETAKAN NASIONAL MALAYSIA BHD
2006
2
LABUAN OFFSHORE SECURITIES
INDUSTRY ACT 1998
Date of Royal Assent ... ... ... ... ... ... 4 March 1998 Date of publication in the Gazette ... ... ... 19 March 1998 PREVIOUS REPRINT
First Reprint ... ... ... ... ... 2002
3
LAWS OF MALAYSIA
Act 579
LABUAN OFFSHORE SECURITIES INDUSTRY
ACT 1998
ARRANGEMENT OF SECTIONS
PART I
PRELIMINARY
Section
1. Short title and application
2. Interpretation PART II
MUTUAL FUNDS
3. Trustees and custodians
4. Registers
5. Registration procedure
6. Private funds
7. Application by private funds
8. Power to grant or refuse consent for private funds
9. Public funds
10. Application by public funds
11. Power to grant or refuse registration for public funds 11A. Foreign fund not required to obtain consent or to be registered
12. Managers and administrators 12A. Fit and proper person
13. Application for licence and registration 4 Laws of Malaysia ACT 579
14. Power of grant or refusal for licence and registration
15. Duties and appointments
16. Accounts and audit
17. Prospectus
18. Investors' rights
19. Limitation
20. Certificate of compliance
21. Particulars and change of address
22. Consent, licence or registration
23. Revocation of consent, licence or registration
24. Revocation procedure
25. Appeals
26. Appeal procedure
27. Enforcement
28. Confidentiality
29. Variation of statutory provisions PART III
EXCHANGE
30. Establishment of the Exchange
31. By-laws of the Exchange
32. Rules of the Exchange
33. Powers of the committee
34. Dealing in securities
35. Register of trading agents and listing sponsors
36. Financial statement of the Exchange
37. Persons not deemed to be carrying on business in Malaysia
38. Suspension of trading on the Exchange 38A. Minister's power to suspend trading
39. Powers of the Authority Section
5Labuan Offshore Securities Industry
PART IV
MISCELLANEOUS
Section
40. Indemnity
41. Conflict between laws
42. Power of exemption
43. General offence and penalty
44. Service of notices, documents, etc.
45. Fees
46. Misrepresentation
47. Compounding of offences
48. Prosecution
49. Fees and penalties
50. Regulations
51. Direction by Minister
52. Power of the Minister to make modifications
53. Procedure where none laid down
54. Disapplication of certain existing legislation
55. Transitional
56. Saving provision 6 Laws of Malaysia ACT 579
7Labuan Offshore Securities Industry
LAWS OF MALAYSIA
Act 579
LABUAN OFFSHORE SECURITIES INDUSTRY
ACT 1998
An Act to provide for the regulation of securities in Labuan, the establishment of an exchange and for other matters related thereto. [1 April 1998, P.U. (B) 137/1998]
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 application
1. (1) This Act may be cited as the Labuan Offshore Securities Industry Act 1998.
(2) The Minister may appoint different dates for the coming into force of different provisions of this Act.
Interpretation
2. (1) In this Act, unless the context otherwise requires-- "administrator" means a person who--
(a) for valuable consideration provides a mutual fund with administrative services or facilities alone or with accounting services; or
8 Laws of Malaysia ACT 579
(b) is entitled to provide a mutual fund with such services or facilities under any recognized country or jurisdiction, and includes an offshore bank, a trust company and a management company licensed under section 130C of the Offshore Companies Act 1990 [Act 441];
"auditor" means a person qualified to perform audits under the laws of Malaysia or any recognized country or jurisdiction and approved by the Authority;
"Authority" has the meaning assigned to it in the Labuan Offshore Financial Services Authority Act 1996 [Act 545];
"business day" means a day during any part of which the facilities of the Exchange are available to its trading agents for trading purposes or would have been available but for a suspension of trading ordered by the Authority under section 38; "by-laws" means the written terms by reference to which the committee regulates its own procedure and includes such terms applicable thereto as contained in the memorandum and articles of association of the Exchange;
"committee" means the persons responsible for all matters relating to listing, licensing, trading and other matters related to securities market;
"company" means a body corporate wherever incorporated or constituted;
"court" means a court of competent jurisdiction;
"custodian" means the person who is entrusted by a mutual fund with custody of the property of the fund pursuant to an agreement to that effect;
"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-- (a) any agreement for or with a view to acquiring, disposing of, subscribing for, or underwriting securities; or 9Labuan Offshore Securities Industry
(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;
"Exchange" means the body corporate established as a securities exchange under section 30;
"expert" includes any engineer, accountant, solicitor, valuer, auditor or any other person whose profession or reputation gives authority to a statement made by him;
"financial year" means the period not exceeding fifty-three weeks at the end of which the balance of the fund's accounts is struck or, if no such balance is struck or if the period of fifty-three weeks for so doing is exceeded, the calendar year;
"investor" means a person who owns, or has an interest, in shares issued by a mutual fund but does not include a promoter or an operator;
"listing requirements" means the rules governing or relating to--
(a) the admission to the official list of the Exchange of any body corporate, government, unincorporated body or any other person for the purpose of quotation on the securities market and removal therefrom; or
(b) the activities or conduct of any body corporate, government, unincorporated body and any other person admitted to that list who have been approved by the Authority; "listing sponsor" means a person licensed by the Exchange pursuant to its rules to carry on functions as a listing sponsor; "manager" means a person who--
(a) for valuable consideration provides management services alone or with investment advice or administrative services in respect of securities for the purposes of investment, including dealing in securities or such other activity as may be prescribed by the Authority; or
(b) is entitled to provide such services or advice under the laws of any recognized country or jurisdiction;
10 Laws of Malaysia ACT 579
"Minister" means the Minister for the time being charged with the responsibility for finance;
"mutual fund" or "fund" means an offshore company or a company incorporated under the laws of any recognized country or jurisdiction, partnership or a unit trust which--
(a) collects and pools funds for the purpose of collective investment with the aim of spreading investment risk; and
(b) issues shares which entitle the holder to redeem his investments within a specified period that is agreed upon by the parties and receive an amount computed by reference to the value of a proportionate interest in the whole or part of the net assets of the company, partnership or unit trust, as the case may be,
and includes an umbrella fund whose shares are split into a number of different class funds or subfunds and participants in which are entitled to exchange rights in one part for rights in another; "offshore bank" means a bank licensed under subsection 6(2) of the Offshore Banking Act 1990 [Act 443];
"offshore company" has the meaning assigned to it in the Offshore Companies Act 1990;
"operator", in respect of a mutual fund, means--
(a) where the mutual fund is a company, a director of that company;
(b) where the mutual fund is a partnership, a general partner in that partnership; or
(c) where the mutual fund is a unit trust, a trustee of that trust;
"partnership" means a partnership formed under the Labuan Offshore Limited Partnerships Act 1997 [Act 565] or under the laws of any recognized country or jurisdiction notwithstanding any statutory definition to the contrary;
11Labuan Offshore Securities Industry
"person" includes a mutual fund, an offshore company, a partnership, a unit trust and a body of persons, whether incorporated or unincorporated;
"prescribed" means prescribed by the Authority under this Act, and where no mode is mentioned, means prescribed by order published in the Gazette;
"private fund" means a mutual fund--
(a) whose shares are not offered to the general public and are owned or held by--
(i) not more than one hundred investors where the first time investment of each of such investors is not less than one hundred thousand ringgit (or
such other sum as may be prescribed) or the
equivalent in any other currency;
(ii) any number of investors where the first time investment of each of such investors is not less
than five hundred thousand ringgit (or such other sum as may be prescribed) or the equivalent in
any other currency; or
(b) which is designated as a private fund under section 50; "promoter" means a person acting alone or in conjunction with others directly or indirectly who takes the initiative in forming or organizing the business of a mutual fund, but does not include a custodian or an underwriter who receives underwriting commission without taking part in the founding or organizing of the mutual fund business;
"prospectus" means any prospectus, notice, circular, advertisement, information, memorandum or other written invitation offering to the public for subscription or purchase any shares issued by a mutual fund;
"public fund" means a mutual fund other than a private fund which, by means of publishing or distributing a prospectus or by any other means, offers any shares issued by it for subscription or purchase to any member of the general public;
12 Laws of Malaysia ACT 579
"recognized country or jurisdiction" has the meaning assigned to it under subsection 3(3);
"record" means a facility for storing information which can be subsequently retrieved or reproduced;
"registered public fund" means a public fund registered under section 11;
"regulations" means regulations made under this Act; "rules", in relation to the Exchange, means the rules governing the conduct of the Exchange or the members thereof; "shares" means one or more of the shares in the share capital of a mutual fund company including, in the case of a company limited by guarantee, the interest of a member of such company and includes an interest in a mutual fund partnership and a unit in a mutual fund unit trust;
"secretary" means the secretary for the time being of the Exchange and includes an acting or assistant secretary;
"securities" means any investments commonly known or capable of being described as securities, and includes--
(a) shares, debentures, funds, units, interests in a limited partnership or unit trust or company and bonds or notes of or issued by any body (incorporated or unincorporated), government, local government or public authority; (b) certificates of interest or participation in, temporary or interim certificates for, receipts for or warrants to subscribe to or purchase any of such investments, shares, debentures, funds, units, interests, bonds or notes; and
(c) such other instruments or interests as may from time to time be prescribed by the Minister, on the written recommendation of the Authority, as being admissible for listing and trading on the Exchange;
"Securities Commission" has the meaning assigned to it under the Securities Commission Act 1993 [Act 498];
13Labuan Offshore Securities Industry
"securities market" means a stock market or a place at which, or a facility by means of which--
(a) offers to sell, purchase or exchange securities are regularly made or accepted; and
(b) information concerning the prices at which or the consideration for which particular persons or classes of persons propose to sell, purchase or exchange, or may reasonably be expected to sell, purchase or exchange, securities is regularly provided;
"trading agent" means a person licensed and authorized to engage in the business of dealing in securities pursuant to the rules of the Exchange;
"trust company" has the meaning assigned to it under the Labuan Trust Companies Act 1990 [Act 442];
"underwriter" means a person who--
(a) as principal, agrees to purchase shares issued by a mutual fund with a view to offering them to the public; or (b) as agent of a mutual fund, offers for sale or sells to the public shares issued by the mutual fund;
"unit trust" means any trust established under the laws of Malaysia relating to Labuan or the laws of any recognized country or jurisdiction for the purpose, or having the effect, of providing facilities for the participation by persons as beneficiaries under the trust in any profits or income arising from the acquisition, holding, management or disposal of any property.
(2) A company incorporated or partnership formed or unit trust organized under the laws of Malaysia relating to Labuan for the purpose of carrying on business as a mutual fund or as a manager or an administrator of a mutual fund shall be deemed to be carrying on business in Labuan notwithstanding that such business is carried on wholly outside Labuan or outside Labuan from a place of business or registered office within Labuan and the expression "carrying on business from within Labuan" includes carrying on business outside Labuan from a place of business or a registered office within Labuan.
14 Laws of Malaysia ACT 579
PART II
MUTUAL FUNDS
Trustees and custodians
3. (1) No person shall carry on business in or from within Labuan as--
(a) a trustee of a public fund unless that person is a trust company; or
(b) a custodian of a public fund unless that person is an offshore bank or a trust company.
(2) Paragraphs 3(1)(a) and (b) do not apply to a person who-- (a) is and continues to be a qualified and authorized trustee or custodian of public funds under the laws of any recognized country or jurisdiction; and
(b) has received written permission from the Authority to carry on business as trustee or custodian of a public fund in or from within Labuan.
(3) For the purpose of this Act, "any recognized country or jurisdiction" means any country or jurisdiction as may be prescribed in writing.
Registers
4. (1) The Authority may keep separate registers for-- (a) private funds;
(b) public funds; and
(c) managers and administrators of public funds.
(2) The registers required under subsection 4(1) shall contain-- (a) the information required under section 21 in respect of each person who has been granted consent, registration, or licence or who has received written permission under this Act;
(b) the date of such consent, registration, licence or written permission, as the case may be; and
15Labuan Offshore Securities Industry
(c) the date upon which such consent, registration, or licence or written permission was cancelled.
(3) The registers required to be kept pursuant to this section shall--
(a) be in such form as the Authority may determine; and (b) subject to section 28, be open to public inspection during office hours on payment of such inspection fee as may be prescribed.
(4) The Authority may issue to any person, upon request by the person, a certificate of compliance in such form, upon payment of such fee, as may be prescribed.
(5) No person exercising any power or dicharging any duty under this Act shall, knowingly, have any financial interest in any person who has been granted a consent or who has been registered, licensed or given written permission under this Act. Registration procedure
5. (1) Where the Authority grants consent to a private fund under section 8, it shall--
(a) enter the particulars relating to the private fund in the register maintained under section 4; and
(b) issue a certificate to the private fund showing the date upon which consent was granted.
(2) Where the Authority grants registration of a public fund under section 11, it shall--
(a) register the public fund in the register maintained under section 4; and
(b) issue a certificate to the public fund showing the date of registration.
(3) Where the Authority grants a provisional acceptance under section 11, the promoters of the proposed public fund shall within the period of three months referred to in subsection 11(3) deliver to the Authority--
(a) the provisional acceptance of the Authority;
16 Laws of Malaysia ACT 579
(b) proof satisfactory to the Authority that the proposed public fund is lawfully constituted in Labuan or any recognized country or jurisdiction;
(c) the application fee required under subparagraph 10(b)(ii); and
(d) the information referred to in subparagraph 10(b)(iv). (4) If the Authority is satisfied that the proposed public fund referred to in subsection 5(3) has complied with the requirements of that subsection it shall register the public fund and issue to it a certificate of registration in accordance with the procedure set out in subsection 5(2).
(5) Where the Authority grants a licence to a person or registration to an offshore company under section 14, it shall-- (a) enter the particulars of the person or the offshore company in the register maintained under section 4; and
(b) issue a licence to the person or a certificate to the company showing the date on which the licence or registration was granted.
(6) Where the Authority issues a written permission pursuant to subsection 3(2) or 12(2), it shall enter in the register maintained under section 4 the particulars set out in subsection 4(2).
Private funds
6. No private fund shall carry on business or arrange or administer its affairs in or from within Labuan unless it has received a consent under section 8.
Application by private funds
7. (1) An application by a private fund for consent under section 8 shall be made by letter to the Authority setting out the details of the scope and nature of its business.
(2) An application under subsection 7(1) shall be accompanied by--
(a) such application fee as may be prescribed by regulations; 17Labuan Offshore Securities Industry
(b) proof satisfactory to the Authority that the applicant is-- (i) a private fund; and
(ii) lawfully constituted either under the laws of Malaysia relating to Labuan or under the laws of
any recognized country or jurisdiction; and
(c) the information required under section 21.
Power to grant or refuse consent for private funds
8. The Authority may grant or refuse to grant a consent to a private fund and may make a grant of consent subject to any terms, conditions, limitations or restrictions.
Public funds
9. (1) No public fund shall carry on business or arrange or administer its affairs in or from within Labuan unless it has been granted registration under paragraph 11(1)(a).
(2) The promoters for a proposed public fund to whom a provisional acceptance has been granted under paragraph 11(1)(b) shall not carry on business or arrange or administer its affairs without the prior written consent of the Authority. Application by public funds
10. An application by the promoters for a proposed public fund or by a public fund to the Authority for registration to carry on business or arrange or administer its affairs in or from within Labuan shall be--
(a) made in such form and contain such information as may be prescribed; and
(b) accompanied by--
(i) a statement setting out the scope and nature of the business to be carried on by the applicant in or
from within Labuan;
(ii) such application fee as may be prescribed by regulations;
18 Laws of Malaysia ACT 579
(iii) the instrument by which the applicant is constituted or such other proof as the Authority may require
to be satisfied that the applicant is lawfully constituted under the laws of Malaysia relating to Labuan or
under the laws of any recognized country or
jurisdiction;
(iv) the information required under section 21; and (v) such other deeds, documents or information as the Authority may reasonably require for the purpose
of determining the application.
Power to grant or refuse registration of public funds
11. (1) The Authority may-- (a) grant or refuse to grant registration of a public fund; or
(b) grant provisional acceptance of a proposed public fund. (2) A grant under subsection 11(1) may be made subject to any terms, conditions, limitations or restrictions.
(3) A provisional acceptance granted under paragraph 11(1)(b) shall be valid and effective for a period not exceeding six months from the date on which it is granted.
(4) A provisional acceptance may be renewed for a period not exceeding three months upon application being made to the Authority and accompanied by--
(a) such documents or information as the Authority may require; and
(b) such application fee as may be prescribed by regulations. (5) Notwithstanding the grant of a provisional acceptance under paragraph 11(1)(b) to a proposed public fund, the Authority may grant registration to such a proposed public fund as a public fund under paragraph 11(1)(a).
19Labuan Offshore Securities Industry
Foreign fund not required to obtain consent or to be registered 11A. An administrator, a custodian or a manager may manage or administer, or act as custodian of, a mutual fund lawfully registered under the laws of any recognized country or jurisdiction without the requirement for the mutual fund to obtain consent under section 8 or to be registered under section 11.
Managers and administrators
12. (1) No person shall carry on business in or from within Labuan as--
(a) a manager of a public fund unless that person is an offshore company who has been granted a licence to act as manager under section 14;
(b) an administrator of a public fund unless that person is an offshore company or trust company and is registered to act as an administrator under this Act.
(2) Paragraph 12(1)(a) does not apply to a person who-- (a) is and continues to be a qualified and authorized manager of mutual funds under the laws of any recognized country or jurisdiction; and
(b) has received written permission from the Authority to carry on business as manager of public funds in or from within Labuan.
(3) Paragraph 12(1)(b) does not apply to a person who-- (a) is an offshore bank, a trust company or a management company licensed under section 130C of the Offshore Companies Act 1990; or
(b) is and continues to be a qualified administrator of mutual funds under the laws of any recognized country or jurisdiction,
and has received written permission from the Authority to carry on business as administrator of public funds in or from within Labuan.
20 Laws of Malaysia ACT 579
Fit and proper person
12A. Any person who has received written permission from the Authority to carry on business as trustee, custodian, manager or administrator shall be a fit and proper person and continue to be a fit and proper person throughout the operation of the business. Application for licence and registration
13. (1) Subject to subsection 12(2), an application for a licence to carry on business in or from within Labuan as a manager of a public fund shall be made to the Authority in such manner as the Authority may prescribe in writing.
(2) An application under subsection 13(1) shall be accompanied by--
(a) such application fee as may be prescribed by regulations; (b) particulars of the financial and human resources and administrative facilities available to the applicant for the competent and efficient conduct of its business;
(c) the information required under section 21; and (d) such other information or documents as the Authority may reasonably require for the purpose of determining the application.
(3) Subject to subsection 12(3), an offshore company may apply in the prescribed form, accompanied by such fee as may be prescribed, to the Authority for registration as an administrator of a mutual fund.
Power of grant or refusal for licence and registration
14. (1) The Authority may grant or refuse to grant a licence or registration to any applicant.
(2) The Authority may refuse to grant a licence or registration unless it is satisfied that the applicant--
(a) is a fit and proper person to engage in the business of management or administration of mutual funds; and 21Labuan Offshore Securities Industry
(b) has or has available to him sufficient knowledge, expertise, resources and facilities for the proper management or administration of mutual funds.
(3) The grant of a licence or registration may be made subject to any terms, conditions, limitations or restrictions. (4) Except with the written consent of the Authority no change shall be made in respect of the identity, residence, domicile, ownership or shareholding of the manager or administrator during the period of operation of the licence or registration.
Duties and appointments
15. (1) The Authority has-- (a) the duty to supervise mutual funds, managers and administrators in accordance with this Act; and
(b) in and for the discharge of that duty, the powers conferred upon it by this Act.
(2) The Authority may delegate any of its powers or duties under this Act to any person appointed by the Authority. Accounts and audit
16. (1) Every registered public fund shall-- (a) keep or cause to be kept accounts and records and shall, after the end of each financial year cause to be prepared a statement of accounts for that financial year which shall include a balance sheet and an account of income and expenditure in accordance with generally accepted accounting principles applicable in Malaysia or in any recognized country or jurisdiction;
(b) keep such accounting records and financial statements or true copies thereof at its place of business in Labuan and make them available for inspections by the Authority or any person authorized in writing by the Authority; (c) keep at its place of business in Labuan and make available to the Authority or any person authorized in writing by the Authority such other records, statements, documents or information as the Authority may prescribe in writing; 22 Laws of Malaysia ACT 579
(d) within three months of the end of each financial year present to an auditor the financial statements referred to in paragraph 16(1)(a) and such other records and
information as may be required for audit in accordance with generally accepted auditing principles applicable in Malaysia or any recognized country or jurisdiction; and (e) provide to or make available for inspection by all the investors of the fund the financial statements referred to in paragraph 16(1)(a) together with the report of the auditor thereon.
(2) The accounting records and financial statements required to be kept in accordance with subsection 16(1) may be kept in any currency and in any language, but if they are kept in a language other than the national language or English language, a translation into the national language or English language, verified in a manner satisfactory to the Authority, shall be kept by the public fund together with such accounting records and financial statements. Prospectus
17. (1) No registered public fund shall, in or outside Labuan, offer its shares to the public unless prior to such offer-- (a) it publishes in writing a prospectus signed by or on behalf of its operators and its operators have approved the contents of the prospectus and authorized its publication; and (b) a copy of such prospectus has been filed with the Authority. (2) Every prospectus shall--
(a) provide full, true and plain disclosure of--
(i) all facts and circumstances that would facilitate a reasonable assessment by a prospective investor
in determining whether to purchase or subscribe
to shares of a public fund; and
(ii) such other matters as the Authority may require; (b) contain a statement summarising the rights of investors provided by section 18; and
23Labuan Offshore Securities Industry
(c) where the fund has completed a financial year in operation be accompanied by or contain reference to the availability of the financial statements of the financial year of the fund immediately preceding the date of such offer and the auditor's report thereon.
(3) The Authority shall not accept for filing a copy of a prospectus unless--
(a) it is accompanied by a certificate from an expert certifying that it complies with the requirements of subsection 17(2); and
(b) where all or any part of the prospectus is not in the national language or English language, a translation into the national language or English language of the prospectus or that part of the prospectus, verified in a manner satisfactory to the Authority, is filed with the prospectus. (4) Where any change occurs which materially affects any of the matters required to be disclosed under subsection 17(2), the registered public fund shall within thirty days of such occurrence incorporate such amendment to the prospectus and provide a copy thereof to each of its investors and to the Authority. (5) Sections 28 to 39 inclusive of the Offshore Companies Act 1990 shall not apply to mutual funds consented to or registered in compliance with this Act.
Investors' rights
18. (1) If a registered public fund publishes a prospectus or any amendment thereto that contains any misrepresentation relating to any of the matters required to be disclosed under subsection 17(2), a person who purchased any shares pursuant to such prospectus or amendment thereto is deemed to have relied upon the misrepresentation and shall have the rights provided in subsection 18(2).
(2) A person referred to in subsection 18(1) may elect to exercise a right of action--
(a) for the rescission of the purchase; or
(b) for damages,
24 Laws of Malaysia ACT 579
jointly and severally against the fund and every person who, while aware of the misrepresentation, signed the prospectus or amendment thereto and consented to its publication and filing or caused it to be signed or published and filed.
(3) For the purposes of this section, "misrepresentation" means-- (a) any untrue or misleading statement of any of the matters required to be disclosed under subsection 17(2); or (b) an omission to disclose any of such matters.
(4) No person shall be liable under this section if he proves that the purchaser purchased the shares offered by the prospectus or amendment thereto with knowledge of the misrepresentation. (5) The right of action for rescission or damages conferred by subsection 18(2) is in addition to any other right which the aggrieved party may have at law.
Limitation
19. Notwithstanding any other written law to the contrary, any action under subsection 18(2) may not be commenced after-- (a) one hundred and eighty days from the day on which the aggrieved party first had knowledge of the
misrepresentation; or
(b) one year from the date of the purchase transaction that gave rise to the cause of action,
whichever is earlier.
Certificate of compliance
20. Every registered public fund which carries on business outside Labuan under the laws of any recognized country or jurisdiction shall every year, within ninety days of the end of its financial year, file with the Authority a certificate of compliance from the competent authority that is responsible for the regulation and supervision of the conduct of its business in that recognized country or jurisdiction. 25Labuan Offshore Securities Industry
Particulars and change of address
21. (1) Every application for consent, registration, provisional acceptance or a licence made under this Act shall be accompanied by the following particulars:
(a) the address of the applicant's place of business and its address for service in Labuan;
(b) the name and address of a person in Labuan who is authorized to represent the applicant and to accept service on its behalf; and
(c) the address of the applicant's place of business outside Labuan.
(2) If any change is made or occurs in respect of information under subsection 21(1), the applicant, upon being granted consent, registered, provisionally accepted or licensed as the case may be, shall within thirty days after the change occurs file with the Authority a notice signed by him specifying the nature of change. Consent, licence or registration
22. A consent, licence or registration granted under this Act shall--
(a) be in such form as may be prescribed;
(b) specify any terms, conditions, restrictions or limitations; (c) remain in force until it is cancelled; and
(d) be admissible in all courts as prima facie evidence of the facts stated in it.
Revocation of consent, licence or registration
23. The Authority may, subject to section 24 and subsection 25(2), revoke any consent, licence or registration under this Act-- (a) at the request of the holder thereof; or
(b) where the holder thereof--
(i) has ceased to carry on business in or from within Labuan;
26 Laws of Malaysia ACT 579
(ii) has contravened any provision of this Act or any terms, conditions, restrictions or limitations attached to the consent, licence or registration as the case may be;
(iii) has been convicted of an offence under this Act or of a criminal offence in any recognized country or jurisdiction;
(iv) has knowingly and wilfully supplied false,
misleading or inaccurate information or failed to disclose information required under this Act;
(v) is carrying on business in a manner that the Authority reasonably believes to be detrimental to the interests of mutual funds investors; or
(vi) is declared bankrupt or has been wound-up or otherwise dissolved.
Revocation procedure
24. (1) Before revoking any consent, licence or registration under paragraph 23(b), the Authority shall--
(a) give the holder thereof notice in writing of the grounds on which it intends so to do;
(b) afford the holder opportunity to make written representations to it within a period of thirty days after receipt of the notice; and
(c) take any such representations into consideration. (2) Where the Authority revokes any consent, licence or registration under paragraph 23(b), the Authority shall give notice in writing to the holder thereof of such revocation and the revocation shall take effect on a date to be specified in the notice. Appeals
25. (1) Except as provided under subsection 25(2), where the Authority makes a decision on any application made under this Act, it shall not be bound to assign any reasons for such decision. 27Labuan Offshore Securities Industry
(2) Where the Authority decides to revoke any consent, licence or registration under paragraph 23(b), the holder of such consent, licence or registration who is aggrieved by the decision may appeal against such decision under section 26.
(3) The bringing of an appeal under this section suspends the decision appealed against, pending the determination or abandonment of the appeal.
(4) For the purposes of subsection 25(3), the appellant shall not carry on any business or activity without the prior written consent of the Authority.
Appeal procedure
26. An appeal under subsection 25(2) shall be brought by-- (a) serving on the Authority a notice of appeal within thirty days, or such longer period as the Minister may allow, of the receipt by the appellant of the notice required under subsection 24(2); and
(b) summons for the hearing of the appeal before the court. Enforcement
27. (1) For the purpose of discharging the duties imposed upon the Authority under this Act the Authority or any person authorized by it may at all reasonable times in writing direct any person to whom this Act applies to--
(a) furnish any information; or
(b) provide access to and copies of any records, books or other documents, relating to the business of that person being carried on under this Act which, in the opinion of the Authority, are necessary to enable it to ascertain compliance with the provisions of this Act.
(2) Where--
(a) a fund is insolvent or is likely to become unable to meet all or any of its obligations or is about to suspend payment to any extent; or
28 Laws of Malaysia ACT 579
(b) any fund, manager, administrator, operator or promoter is carrying on business in a manner the Authority reasonably believes to be detrimental to the interest of the investors; or
(c) any fund, manager, administrator, operator or promoter has contravened any provision of this Act or any other written law for the time being in force,
the Authority may--
(aa) impose new or additional terms, conditions, restrictions or limitations upon the operation of the fund or vary or revoke any which have already been imposed;
(bb) require the removal of any promoter, operator, manager or administrator or his replacement by another person approved by the Authority;
(cc) appoint a person to assume control of the affairs of the fund; or
(dd) apply to the court for an order to take such action as the Authority considers necessary to protect the interests of investors in and creditors of the fund.
(3) The Authority may bring actions and institute proceedings for the enforcement of any provision of this Act or for the recovery of fees or other sums of money payable under this Act. Confidentiality
28. (1) Save as is provided in subsection 28(2) and section 4, any information, material or document furnished to or filed with the Authority under this Act is privileged and shall not be disclosed to any person except on the order of a court.
(2) The Authority may, on the application of any person or supervisory authority, direct that any specified information, material or document furnished to or filed with the Authority under this Act by any mutual fund shall not be held in confidence and shall be disclosed to the applicant.
(3) Nothing in this section shall be construed as prohibiting-- (a) any waiver of confidentiality by the mutual fund; or 29Labuan Offshore Securities Industry
(b) the publication by the Authority and other supervisory authorities of general information and statistics relating to registrations, consents and licences granted under, and the implementation and operation of, this Act.
(4) For the purpose of this section, "other supervisory authorities" includes the relevant supervisory authority of any recognized country or jurisdiction which exercises functions corresponding to those of the Securities Commission over the supervision or establishment of mutual funds.
Variation of statutory provisions
29. (1) Notwithstanding subsection 48(2) and section 55 of the Offshore Companies Act 1990 to the contrary--
(a) a mutual fund which is a company may--
(i) issue; or
(ii) convert existing non-redeemable shares, whether issued or not, into,
shares which are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder;
(b) on the redemption or purchase of its own fully paid shares, a mutual fund which is a company may--
(i) repay the capital paid up on such shares out of paid in capital, share premium or other reserves of the company;
(ii) pay the premium, if any, out of realized or unrealized profits, share premium or other reserves of the
company on such terms and in such manner and at
such price as may be determined having regard to
the asset value of such shares as ascertained in
accordance with its by-laws.
(2) The redemption or purchase of its own shares by a mutual fund which is a company shall not be taken as reducing its authorized share capital and a mutual fund which is a company shall have power to issue shares equal in aggregate par value to the aggregate par value of the shares so redeemed or purchased as if those shares had never been issued and the issuance of such shares under the power herein contained shall not be taken as increasing the amount of its issued share capital. 30 Laws of Malaysia ACT 579
(3) Sections 66 to 74 inclusive and subsection 147(2) of the Offshore Companies Act 1990 shall not apply to a mutual fund which is established under this Act.
(4) Subsection 147(1) of the Offshore Companies Act 1990 shall apply to a mutual fund which is a partnership or a unit trust and such mutual fund shall comply with such other limitations and conditions as may be prescribed.
(5) The provisions of the Trustee Act 1949 [Act 208] shall not apply to a trustee of a mutual fund established or registered under this Act.
(6) Section 32 of the Securities Commission Act 1993 shall apply except where an offer for subscription or purchase of shares in a mutual fund established under this Act is made to an exempt purchaser or a non-resident.
(7) Notwithstanding section 3 of the Labuan Offshore Limited Partnerships Act 1997, a partnership established solely for the purpose of establishing a mutual fund under this Act may have more than twenty partners.
(8) For the purposes of this section--
(a) an "exempt purchaser" means--
(i) an individual whose net personal assets exceed ten million ringgit or its equivalent in foreign currencies; (ii) a corporation incorporated in Malaysia with net assets exceeding twenty million ringgit in value as determined in accordance with the most recent audited balance sheet of the corporation;
(iii) the persons who or which have been declared by the Minister, on the recommendation of the Securities Commission after consultation with the Authority, by notification in the Gazette to be exempt purchasers for the purpose of this subsection; and
(b) "non-resident" has the meaning assigned to it in section 2 of the Labuan Trust Companies Act 1990.
31Labuan Offshore Securities Industry
PART III
EXCHANGE
Establishment of the Exchange
30. The Minister may, on the written recommendation of the Authority, establish a body corporate which is an offshore company to be an exchange in Labuan by the name of "Labuan International Financial Exchange" with perpetual succession and a common seal, which may sue and be sued in its name and, subject to and for the purpose of this Act, may enter into contracts and may acquire, purchase, take, hold and enjoy movable and immovable property of every description and may convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer or otherwise dispose of, or deal with, any movable or immovable property or any interest therein vested in the Exchange upon such terms as it deems fit.
By-laws of the Exchange
31. The Authority may, with the approval of the Minister, prescribe such by-laws as may be expedient or necessary for the purpose of carrying out the provisions and matters connected with the Exchange. Rules of the Exchange
32. The Exchange may, with the approval of the Authority, make rules which provide for--
(a) the conditions and administration of licences issued by the Exchange and for the regulation generally of the conduct of trading agents and listing sponsors in connection with the business of the Exchange;
(b) the financial, accounting, record-keeping, disclosure and capital adequacy requirements applicable to trading agents and listing sponsors;
(c) the conditions under which securities may be listed for trading in the securities market proposed to be operated by the Exchange;
(d) the conditions governing dealings in securities by trading agents and listing sponsors;
32 Laws of Malaysia ACT 579
(e) the class or classes of securities that may be dealt in by trading agents and listing sponsors or listed in the Exchange; (f) confidentiality with respect to information relating to the affairs of the Exchange and of any trading agent or listing sponsor in connection with the business of the Exchange; (g) the arbitration of disputes arising out of or in connection with any securities market operated by the Exchange; (h) the suspension of trading in and the delisting of any security listed on the Exchange;
(i) (Deleted by Act A1191);
(j) the carrying on of the business of the Exchange with due regard to the interests of the public;
(k) a fair and independent market for the listing and trading of securities;
(l) such other matters as the Exchange deems necessary or desirable for the proper and efficient regulation, management and control of the Exchange and the securities market operated by it.
Powers of the committee
33. (1) The affairs of the Exchange shall be managed by a committee consisting of not less than five persons who possess relevant experience in financial, commercial or legal matters of whom the chairman and one other person shall be appointed by the Minister and the rest appointed by the Authority.
(2) Subject to Part III, the committee shall have full power in all matters relating to listing, licensing, securities or dealings on the Exchange and other matters related thereto.
(3) Subject to section 53, the provisions of the Offshore Companies Act 1990 shall, unless the context otherwise requires, apply in all respects to the persons who make up the committee as if such persons were directors for the purposes of that Act. Dealing in securities
34. (1) No person other than a trading agent shall engage in or hold himself out as engaging in the business of dealing in securities on the Exchange.
33Labuan Offshore Securities Industry
(2) Any person who contravenes subsection 34(1) commits an offence and shall be liable on conviction to a fine not exceeding two hundred thousand ringgit or to imprisonment for a period not exceeding five years or to both.
Register of trading agents and listing sponsors
35. (1) The Exchange shall keep a register of the trading agents and listing sponsors and shall enter therein the names and addresses of the trading agents and listing sponsors and the date upon which each was admitted and ceased to be a trading agent or listing sponsor.
(2) The register of trading agents and listing sponsors shall be made available for inspection at the registered office of the Exchange during business hours.
(3) Any person may require, and if required the Exchange shall forthwith provide, a copy of the register or any part thereof on payment of such fee as may be prescribed in writing by the Exchange. (4) Any payment under subsection 35(3) shall be made to the Exchange.
Financial statement of the Exchange
36. Within six months of the end of each financial year the Exchange shall file with the Authority a copy, certified by the secretary as a true copy, of the financial statements of the Exchange for that year prepared and audited in accordance with the provisions of Part VI of the Offshore Companies Act 1990.
Persons not deemed to be carrying on business in Malaysia
37. No person shall be deemed to be engaging in or carrying on a trade or business in Malaysia or with residents of Malaysia for the purpose of any written law by reason only of the fact that-- (a) securities of such person are listed on a securities market operated by the Exchange;
(b) such person is a trading agent or listing sponsor and that transactions are effected by it or on its behalf through the facilities of the Exchange; or
34 Laws of Malaysia ACT 579
(c) such person undertakes activities in Labuan incidental to the proper conduct of the activities referred to in paragraphs 37(a) and (b).
Suspension of trading on the Exchange
38. (1) The Authority may direct the Exchange by written notice to suspend trading, or the committee may, after notifying the Authority, suspend trading, on the Exchange either wholly for a period not exceeding five consecutive business days or in respect of specified securities for such period as the Authority deems fit if the Authority after consultation with the committee determines that the orderly conduct of such trading is being or is likely to be prevented by reason of force majeure, natural disaster, strike or lockout, revolution or other political upheaval or economic or financial crisis, wherever occurring.
(2) Pursuant to subsection (1), suspension of trading shall be carried out in accordance with the rules of the Exchange. (3) The Authority may after consultation with the committee direct the Exchange to extend the period of suspension of trading under subsection 38(1) either wholly for additional periods not exceeding five consecutive business days or in relation to specified securities for such additional periods as it deems fit. (4) The Authority shall within two clear business days give a written notice of such extension to the Exchange indicating therein the reason therefor and duration thereof and such notices shall take effect upon its delivery to the Exchange.
(5) The Authority shall on the business day next following delivery to the Exchange of the notice under this section and if so requested by the Exchange provide an opportunity for the Exchange to be heard on the need for any suspension of trading or any extension thereof.
(6) The Authority may revoke, withdraw or modify any direction made under subsections 38(1) and (3) at any time prior to expiry of the period of suspension or extension thereof. 35Labuan Offshore Securities Industry
Minister's power to suspend trading
38A. (1) Without prejudice to section 38, where the Minister is satisfied that it is in the public interest to do so, or that it is expedient for the protection of investors or for the proper regulation of the Exchange to do so, he may, on the recommendation of the Authority, make a suspension order relating to all or any of the following:
(a) the functions of the Exchange or the committee; (b) the functions of any subcommittee established by the committee referred to in paragraph (a); or
(c) the functions of the principal officer, by whatever name called, who is responsible for the conduct of the business and operations of the Exchange or the committee, as the case may be.
(2) For so long as the suspension order is in force, the following provisions shall apply:
(a) none of the functions to which the order relates shall be performed by the Exchange or committee or any
subcommittee established by the committee or by any officer of the Exchange or the committee or any such subcommittee;
(b) any function to which paragraph (a) applies may be performed by such person as shall be specified in the order in relation to that function; and
(c) a person or body referred to in paragraph (a) shall not, by act or omission, either directly or indirectly, affect the manner in which the functions referred to in the order are performed unless the person referred to in paragraph (b) requests for his or its assistance.
(3) Subject to subsection (6), a suspension order shall continue to be in force for such period, being a period not exceeding six months, as shall be specified in the order.
(4) A suspension order or any extension thereof under subsection (6) shall take effect when a copy of the order or notice of the extension is served under paragraph (7)(a) to the Exchange, committee or the subcommittee established by the committee to which the order relates.
36 Laws of Malaysia ACT 579
(5) Without prejudice to subsection (4), where a suspension order is made or such an order is extended under subsection (6), the Authority shall, as soon as it may be practicable, give a copy of the order or, as the case may be, the notice of its extension, to the principal officer of the Exchange, the committee or a subcommittee established by the committee as the Authority may consider appropriate in the circumstances.
(6) The Minister may, on the recommendation of the Authority, extend the period during which a suspension order is to remain in force for any further periods each not exceeding three months. (7) Where a suspension order is made or extended under this section, the Authority shall--
(a) forthwith serve a copy of the order or notice in writing of the extension on the Exchange, committee or the subcommittee to which the order relates; and
(b) cause a suspension order or the notice of the extension as the case may be, to be published in the Gazette. (8) Any person who contravenes a suspension order issued under subsection (1) commits an offence and shall on conviction be liable to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or to both.
(9) For the purposes of this section, "principal officer" includes a person, by whatever name called, who either individually or jointly with one or more other persons, is responsible for matters relating to listing, licensing, securities or dealings on the Exchange or the committee.
Powers of the Authority
39. (1) For the purposes of this Act and the proper conduct of the business of the Exchange and in addition to any other powers accorded to it under this Act the Authority may-- (a) at any time investigate or enquire into any transaction involving the purchase or sale of securities entered into by any person whether directly or indirectly to ascertain if that person has used dishonest, unfair or unethical devices or trading practices whether such devices or trading practices constitute an offence under this Act or any other written law or an infringement of any of the rules or otherwise;
37Labuan Offshore Securities Industry
(b) require any such person to submit detailed information of any transaction involving the purchase or sale of securities;
(c) require the production of, inspect and make copies or printouts of or take extracts from any document record or thing relating to--
(i) the business or affairs of the Exchange;
(ii) any dealing in securities;
(iii) any advice, report or analysis concerning securities; or
(iv) the accounts or records of any person concerned in any capacity with the matters referred to in
subparagraph 39(1)(c)(i), (ii) or (iii) and any audit of, or report of an auditor concerning, the same; or
(d) with the authority of a search warrant issued by the court to that effect and with or without the assistance of such persons as the Authority may require unless the Authority has reasonable grounds for believing that, by reason of the delay in obtaining the search warrant, the object of any entry is likely to be frustrated, and in such instance without a warrant--
(i) break into and search any premises, place or item therein on or in which the Authority has reason to suspect there may be any document, record or thing the production of which was required by virtue of this section but not produced in compliance with
such requirement; or
(ii) take possession of or secure against interference any document, record or thing the production of
which was required.
(2) A person who fails to--
(a) comply with a requirement made under subsection 39(1); (b) in purported compliance with a requirement made under subsection 39(1) furnishes information or makes a statement that is false or misleading in a material particular; or (c) obstructs or hinders the Authority or another person in the exercise of any power under subsection 39(1), 38 Laws of Malaysia ACT 579
commits an offence and is liable on conviction to a fine not exceeding ten million ringgit or to imprisonment for a term not exceeding ten years or to both.
(3) The powers conferred under this section are, in addition to, and not in derogation of, any other powers conferred by law. PART IV
MISCELLANEOUS
Indemnity
40. No person shall be liable to be sued in any court for any act or matter done or ordered to be done or omitted to be done by him in good faith and in the intended exercise of any power or discharge of any duty conferred or imposed on him under this Act. Conflict between laws
41. Where there is any conflict or inconsistency between this Act and any other written law, this Act shall prevail. Power of exemption
42. The Minister may, on the written recommendation of the Authority, direct that any of the provisions of this Act shall not apply, or apply with such modifications as may be specified in the direction, to any person or class of persons and may attach such conditions to or revoke such direction.
General offence and penalty
43. (1) A person who contravenes a requirement of this Act commits an offence.
(2) A person who commits an offence against this Act for which no penalty is expressly provided is liable--
(a) in the case of a body, incorporated or unincorporated, to a fine not exceeding five million ringgit; or
39Labuan Offshore Securities Industry
(b) in the case of an individual, to a fine not exceeding two and a half million ringgit or to imprisonment for a period not exceeding three months or to both.
Service of notices, documents, etc.
44. (1) Subject to any express provision of this Act, a notice may be served personally or by registered post.
(2) A notice relating to mutual fund or the Exchange which is sent by ordinary or registered post shall be deemed to have been served on the person to whom it is addressed on the day succeeding the day on which the notice would have been received in the ordinary course of post if it is addressed-- (a) to the person's registered office;
(b) to its last known address; or
(c) to any person authorized by it to accept service of process. (3) Where a person to whom there has been addressed a registered letter containing a notice under this Act-- (a) is informed that there is a registered letter awaiting him at a post office but refuses or neglects to take delivery of that letter; or
(b) refuses to accept delivery of that registered letter when tendered,
the notice shall be deemed to have been served upon him on the date on which he was informed that the letter was awaiting him or on which the letter was tendered to him, as the case may be. (4) For the purposes of subsection 44(3) an affidavit by the officer in charge of a post office stating that to the best of his knowledge and belief--
(a) there has been delivered to the address appearing on a registered letter a post office notification informing the addressee that there is a registered letter awaiting him; or
(b) there has been tendered for delivery to the addressee a registered letter,
shall until the contrary is proved, be evidence that the addressee has been so informed or that the registered letter has been tendered to him, as the case may be.
40 Laws of Malaysia ACT 579
Fees
45. (1) Where-- (a) a private fund is granted consent;
(b) a public fund is granted registration; or
(c) a person is granted a licence to be a manager or is granted registration to be an administrator of a mutual fund, there shall be payable for the year such fee as may be prescribed by regulations.
(2) On or before 15 January of every year following the year in which any consent, licence or registration is granted there shall be payable such annual fee as may be prescribed by regulations. (3) An unpaid annual fee may be sued for by the Authority by action as a civil debt and in addition the Authority may require, and the court may order, payment of a penalty for late payment up to an amount equivalent to twice the amount of the fee unpaid. Misrepresentation
46. A person who-- (a) wilfully or recklessly makes a misrepresentation in any document or material or records required to be filed, supplied or delivered under this Act;
(b) makes any statement or gives any information required under this Act that he knows to be false or misleading; (c) knowingly fails to disclose any fact or information required to be disclosed under this Act; or
(d) being in charge of or having alone or with another or others possession of or control over any information, records, books or other documents referred to in
subsection 27(1) refuses or wilfully neglects to comply with any lawful direction given under that section, commits an offence under this Act and shall be liable on conviction to a fine not exceeding one hundred thousand ringgit or to impris- onment for a period not exceeding five years or to both. 41Labuan Offshore Securities Industry
Compounding of offences
47. (1) The Authority may, with the consent of the Public Prosecutor, compound any offence committed by any person under this Act, by making a written offer to such person to compound the offence by paying to the Authority within such time as may be specified in the offer such sum of money as may be specified in the offer, which shall not exceed fifty per centum of the amount of the maximum fine to which that person would have been liable if he had been convicted of the offence.
(1A) Notwithstanding subsection (1), the Public Prosecutor may, by order in writing, permit the Authority to compound any offence or category of offences specified in the order without having to obtain the consent of the Public Prosecutor, and may at any time vary or revoke the order.
(2) An offer under subsection 47(1) may be made at any time after the offence has been committed, but before any prosecution for it has been instituted, and where the amount specified in the offer is not paid within the time specified in the offer, or within such extended period as the Authority with and subject to the consent of the Public Prosecutor may grant, prosecution for the offence may be instituted at any time thereafter against the person to whom the offer was made.
(3) Where an offence has been compounded under subsection 47(1), and the sum of money stipulated in the offer duly paid, no prosecution shall thereafter be instituted in respect of such offence against the person to whom the offer to compound was made. Prosecution
48. A prosecution under this Act shall not be instituted except by, or with the consent in writing of, the Public Prosecutor. Fees and penalties
49. (1) All fees and penalties paid to the Authority under this Act and all sums of money paid under section 47 shall be paid into and form part of the Fund established under section 29 of the Labuan Offshore Financial Services Authority Act 1996. 42 Laws of Malaysia ACT 579
(2) Notwithstanding subsection 49(1), all fees paid under subsection 35(4) shall be paid into the fund of the Exchange and may be used in accordance with the provisions of the by-laws. Regulations
50. The Minister may make regulations for-- (a) prescribing fees payable under this Act;
(b) prescribing forms of application to be used for the purpose of this Act and matters to be specified in such form; (c) regulating the use of any names or any words or expressions in a name connected with mutual funds;
(d) designating mutual funds or a class or classes thereof as private funds;
(e) regulating the publication of advertisements offering the services of dealers in securities or offering securities for purchase or sale and the form or content of such
advertisements;
(f) the preparation by dealers in securities of balance sheet and profit and loss accounts and the form and content thereof;
(g) the issue and content of a contract note;
(h) the dealing in securities for his own account directly or indirectly by a trading agent or by any person who provides information relating to securities to members of the public or who may have access to information relating to such securities which is not publicized;
(i) regulating or prohibiting the sale of any security by a person who does not own such security;
(j) prohibiting the use of any manipulative and deceptive devices and contrivances in connection with the purchase or sale of securities;
(k) all matters or things relating to the issue of securities and financial instruments by persons listed on the Exchange; (l) all matters or things required or authorized by this Act to be prescribed or provided, or which are necessary or convenient to be prescribed or provided, for the carrying out of, or giving full effect to, the provisions of this Act and for its due administration.
43Labuan Offshore Securities Industry
Direction by Minister
51. (1) The Minister may on the written recommendation of the Authority issue, by notification in the Gazette, a direction-- (a) prohibiting the formation of any mutual fund or class of mutual funds;
(b) directing any trustee, custodian, manager, administrator, fund, trading agent, listing sponsor or the Exchange to cease to carry on its business or part of its business either immediately or within such time as may be specified in the direction;
(c) directing the Exchange to carry on any business or part of the business either immediately or within such time as may be specified in the direction; or
(d) approving the admission of any securities into the Exchange or the listing thereof.
(2) A direction made under this section may be revoked or varied by the Minister.
Power of the Minister to make modifications
52. (1) Subject to subsection 52(2), the Minister may, whenever it appears to him necessary or expedient so to do whether for the purpose of removing difficulties or in consequence of the passing of this Act, by order make such modifications to any provision in any law relating to offshore securities as he may think fit. (2) The Minister shall not exercise the power conferred under subsection 52(1) after the expiration of two years from the commencement of this Act.
Procedure where none laid down
53. In the event that any act or step is required or permitted to be done or taken under this Act and no form is prescribed or procedure laid down either in this Act or the regulations, application may be made to the Authority for directions as to the manner in which the same may be done or taken, and any act or step done or taken in accordance with such directions shall be a valid performance of such act or step.
44 Laws of Malaysia ACT 579
Disapplication of certain existing legislation
54. (1) The provisions of the Securities Commission Act 1993 and the Securities Industry Act 1983 [Act 280] shall not be applicable to the establishment, conduct, activity and business of the Exchange. (2) Subsections 7(3), 21(2), sections 24, 85, subsections 87(2), (4), (5) and (10) and subsections 93(2), (6) and (7) of the Offshore Companies Act 1990 shall not be applicable to the Exchange. (3) The provisions of the Holidays Act 1951 [Act 369] shall not apply to the Exchange and the Exchange may carry on its business for twenty-four hours in each day on any and all days of each week subject to any limitation or restriction imposed by or pursuant to the by-laws or the rules, as the case may be.
Transitional
55. Any person who, on the date of the coming into force of this Act, is carrying on any business or engaged in any activity relating to mutual funds in or from within Labuan shall within six months, or such longer period as the Authority may prescribe in writing, from such date comply with this Act.
Saving provision
56. The rules of equity and of common law applicable to mutual funds shall continue in force, except so far as they are inconsistent with the express provisions of this Act.
45Labuan Offshore Securities Industry
LAWS OF MALAYSIA
Act 579
LABUAN OFFSHORE SECURITIES INDUSTRY
ACT 1998
LIST OF AMENDMENTS
Amending law Short title In force from
Act A1191 Labuan Offshore Securities
Industry (Amendment) Act 2003 30-05-2003
46 Laws of Malaysia ACT 579
LAWS OF MALAYSIA
Act 579
LABUAN OFFSHORE SECURITIES INDUSTRY
ACT 1998
LIST OF SECTIONS AMENDED
Section Amending authority In force from
Long Title Act A1191 30-05-2003
2 Act A1191 30-05-2003
3 Act A1191 30-05-2003
11 Act A1191 30-05-2003
11A Act A1191 30-05-2003
12 Act A1191 30-05-2003
12A Act A1191 30-05-2003
17 Act A1191 30-05-2003
21 Act A1191 30-05-2003
26 Act A1191 30-05-2003
32 Act A1191 30-05-2003
33 Act A1191 30-05-2003
34 Act A1191 30-05-2003
35 Act A1191 30-05-2003
37 Act A1191 30-05-2003
38 Act A1191 30-05-2003
38A Act A1191 30-05-2003
44 Act A1191 30-05-2003
45 Act A1191 30-05-2003
47 Act A1191 30-05-2003
50 Act A1191 30-05-2003
51 Act A1191 30-05-2003
DICETAK OLEH
PERCETAKAN NASIONAL MALAYSIA BERHAD,
KUALA LUMPUR
BAGI PIHAK DAN DENGAN PERINTAH KERAJAAN MALAYSIA
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