Malaysia legislation
Section 4
Section 4
Effect upon conversion
(1)
Upon the conversion of the Exchange to a public company limited by shares pursuant to section 3—
(a)
the amended memorandum and articles referred to in paragraph 3(2)(c) shall be the memorandum and articles of association of the Exchange;
(b)
the Exchange shall cease to be a company limited by guarantee and shall be deemed to be a public company limited by shares in accordance with the amended memorandum and articles of association referred to in
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Demutualisation (Kuala Lumpur Stock Exchange)
paragraph 3(2)(c);
(c)
the liability of each member of the Exchange under the articles of association of the Exchange immediately before the conversion date and past member of the Exchange as a guarantor immediately before the conversion date shall be deemed to be extinguished;
(d)
voting shares in the Exchange as a public company limited by shares shall be issued to such persons and in such proportions as may be specified by the Minister on the recommendation of the Commission;
(e)
the board or the governing body, by whatever name called, of the Exchange immediately before the conversion date shall be deemed to be the inaugural board of the Exchange as a public company limited by shares until a new board or governing body is appointed in accordance with the amended memorandum and articles of association referred to in paragraph 3(2)(c), provided that the inaugural board shall operate for a period not exceeding one year or until the date on which the Exchange as a public company limited by shares is listed, whichever is the earlier; and
(f)
subject to subsection (2), any member who is on the register of members of the Exchange immediately before the conversion date shall cease to be such member.
(2)
The persons to whom voting shares are issued under paragraph
(1)
shall be deemed to be members in the register of members of the Exchange as a public company limited by shares and their names shall be entered as such in the register of members on the conversion date.
(3)
Sections 32, 33B and 41 of the Securities Commission Act 1993 and sections 50, 52, 54 and 142 of the Companies Act 1965
shall not apply to any matters relating to the allotment, issue and acquisition of voting shares pursuant to paragraph (1)(d) and the conversion of the Exchange to a public company limited by shares.
(4)
Unless the approval of the Minister, on the recommendation of the Commission, is obtained no person shall dispose of any voting shares issued under paragraph (1)(d) unless and until such voting shares have been listed.
(5)
In the event of a breach of subsection (4), the Commission may impose a moratorium on, or prohibit any trading of, or any dealing in, the voting shares referred to in paragraph (1)(d).
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(6)
For the purposes of this section,“listed” has the meaning assigned to it in the Securities Commission Act 1993.
Alteration of memorandum and articles of association, etc.