~~Rules & Regulation~~

The Association shall be known as Persatuan Syarikat-Syarikat Broker Saham Malaysia (Association of Stockbroking Companies Malaysia).

The registered place of business of the Association shall be situated at Level 12A Menara Olympia, Jalan Raja Chulan, 50200 Kuala Lumpur or such other premises as may from time to time be decided upon by the Management Committee. The registered place of business of the Association shall not be amended without the prior written approval of the Registrar of Societies.

The area (hereinafter referred to as "the Territory") to which the objects of the Association shall apply is Malaysia.

In these Articles, unless hereinafter specifically otherwise provided, the following terms shall have the meanings respectively stated:

"Association" shall mean Persatuan Syarikat-Syarikat Broker Saham Malaysia
(Association of Stockbroking Companies Malaysia).

"Companies" means a member firm/company of the Bursa Malaysia Securities Bhd. or any other recognised Stock Exchange in Malaysia.

"Member" means a Company admitted to membership in accordance with the provisions of Rules 6.

"Representative" shall mean the one or two individuals nominated by each member of the Association to exercise the rights of membership, who must either be a director or a senior management employee of the member company.

The objects of the Association shall be the advancement of the business & the protection of the interests of stockbroking profession, consultation and combined action upon questions appertaining to the interests common to stockbrokers and cooperation with any Association having similar objects.

The Association shall have powers to frame and enforce Bye-Laws and a Code of Ethics and control of its members.

Membership of the Association shall be open to all member firms and companies of the Bursa Malaysia Securities Bhd. or any other recognised Stock Exchange in Malaysia subject to the approval of the Management Committee.

Any application for admission as a member of the Association under the terms of Rule 6(i) shall be submitted in writing to the Management Committee who shall deal with it in accordance with the provision of Rule 10(viii).

Membership of the Association shall be by Company and companies shall notify the Secretary of the Association in writing of the names of their representatives who are authorised to attend meetings on their behalf. Each member shall be entitled to nominate two representatives. These nominations shall be entered on the books of the Association and shall hold good until revoked.

Every applicant whose application has been approved as aforesaid shall, upon payment of the first annual subscription as prescribed herein, be admitted as a member of the Association and shall be entitled to all privileges of membership.

The Management of the Association shall be vested in a Management Committee which shall be elected in accordance with the provisions of Rule 9.

There shall be a Management Committee of the Association of not less than 5 (five) and not more than 9 (nine) office bearers who shall elected from the members of the Association. The elected office bearers (Committee Members) shall elect from among themselves candidates for the following positions:

(a) a Chairman
(b) a President
(c) a Vice President

The office bearers of the Association and every other officer performing executive functions in the Association shall be Malaysian citizens.

(a) Should the office of the Chairperson fall vacant at any time between two Annual General Meetings, the Management Committee shall elect a new Chairperson from amongst its members.

(b) Should the office of the President fall vacant at any time between two Annual General Meetings, the Vice President shall become President and the Management Committee shall elect a new Vice President from it members.

(c) Should the office of any Committee Members fall vacant at any time between two annual General Meetings, the remaining Committee Members shall be entitled to appoint a member of the Association from the following priority to fill the casual vacancy:

The Chairperson shall preside as Chairman at every General and Management Committee Meeting but if he shall not be present within fifteen (15) minutes after the time appointed for holding the meeting, then the President shall preside. The Vice President shall deputise for the President in the latter's absence.

Thereafter at the first annual general meeting and all subsequent annual general meetings all members of the Management Committee shall resign and be eligible for re-election in accordance with the provisions of Rule 9.

The Management Committee of the Association shall be elected at the Annual General Meeting of the members held in each calendar year, for a term of two (2) years.

Half the number of Management Committee members shall retire by rotation at each Annual General Meeting. In the event that half of the number of Management Committee members is an odd number then the number retiring will be rounded up or down at the discretion of the Management Committee to the nearest whole number. Those longest in office shall retire first, and by alphabetical order if there is a tie but all retiring members shall be eligible for re-election. In any event a member shall not be eligible for re-election for one (1) year if the member has remained in office for three consecutive terms.

Members shall be supplied with a nomination paper twenty-eight days before the date of the Annual General Meeting and Members shall return the nomination paper indicating their nominee to the Management Committee to reach the Secretary not later than ten days from the date of the nomination paper.

Nominations to the Management Committee shall be in the Member's name and the consent of the Member to stand for election shall be prerequisite for nomination.

Election of the nominees to the Management Committee shall be by a simple majority vote of the members at the Annual General Meeting.

To arrange for the accommodation and secretarial and clerical work of the Association and to appoint, remove or replace any directly paid servant, including the Secretary or professional firm who shall also fulfil the duty of treasurer, and also to define their functions and duties and to fix their remuneration. The Secretary shall not be appointed from amongst the Members of the Association or their representatives.

To decide on such subjects or matters as are referred to them by Members and which fall within the objects and powers of the Association.

To co-opt (without power to vote) other Member or non-Member Companies or other interests for the purpose of dealing with particular subjects.

To receive, investigate and approve or reject applications for admission to Membership of the Association, as provided for in Rule 6.

To form Bye-Laws not contrary to the Rules of the Association and a Code of Ethics for members

Between annual general meetings the Management Committee shall interpret the rules of the Association and, when necessary, determine at any point on which the rules are silent.

Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting, the decisions of the Management Committee shall be binding on all members of the Association unless and until countermanded by resolution of a general meeting.

The Management Committee shall meet at least once in 3 months or when requested in writing by not less than three of its Members and it shall also be competent for the President or in his absence the Vice President to call a meeting when considered necessary. At all Management Committee Meetings at least one-half the total number of Management Committee Members shall be present to form a quorum.

Meetings of the Management Committee shall take place in Kuala Lumpur, or in such other place in Malaysia as the Management Committee may from time to time decide, Notice of the Management Committee Meeting shall be sent to the Members seven days before the date fixed for the meeting.

Any Member of the Management Committee absenting himself from three meetings consecutively without satisfactory explanation shall be deemed to have withdrawn from the Management Committee and a successor may be co-opted by the Management Committee to serve until the next Annual General Meeting.

Except as otherwise provided herein notice of any General Meeting shall be sent to all Members entitled to be present, not less than 14 days before the date for which it is called and shall specify the time and place and purpose of the Meeting. In case of urgency except for the provision of Rule 18, the Management Committee may call a Special General Meeting at less than seven days' notice.

In the case of the Annual General Meeting, copies of the annual audited Accounts for the previous year shall be sent to all Members together with The Notice of the meeting and the agenda.

The quorum for any general meeting shall be one-self the total number of the members entitled to attend the meeting or twice the number of the Management Committee, whichever is the lesser. In the event of there being no quorum, the meeting shall be adjourned to the same day in the following week at a place and time to be appointed and should the number of those present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to alter, amend or make additions to any of the existing rules.

Attendance at meetings can be proxy provided that the instrument appointing a proxy shall be in writing (in the common or usual form) under seal or under the hand of an officer or attorney duly authorised, which instrument shall be deposited at or faxed at, to the registered place of business of the Association not less than forty eight hours before the time for holding the meeting or adjourned meeting, provided always that if the instrument appointing the proxy is faxed, the original must be deposited at the place of business of the Association prior to the meeting or the adjourned meeting. If no instrument appointing a proxy is received in the form and manner aforementioned, only representatives of a member whose name has been notified to the Secretary as required in Rule 6(iii) shall attend meetings. A proxy may but need not be a member of the Association.

No Member who is in arrears by one month or more in payment of the subscription laid down under Rule16(i) or of a contribution called under Rule16(ii) shall be entitled to be represented at any Meeting.

The wording of all proposals shall appear in extenso in the Notice of any meeting at which such proposal will be considered. A subject not appearing on the Agenda may be discussed with the unanimous agreement of the meeting but no resolution may be taken on any such subject.

Minutes of all Meetings of the Association shall be circulated to all Members entitled to have been present thereat.

Except as otherwise provided herein resolutions at Meetings shall be carried by the votes of those Members present. Each Member present and separately represented shall have one vote. In the event of an equality of votes the chairman of the meeting shall have a casting vote.(14)

It shall be competent for the Management Committee to submit any proposal other than those specified hereunder, to members by publication in a circular and provided that no objection, or request for the proposal to be submitted to a General Meeting, be received by the Secretary within 14 days from the date of the Circular, the Management Committee shall further circularise Members stating the proposal to be a decision of the Association. Any such decision shall then be deemed to be a resolution binding and subject to the provisions of Rule 14 hereof. Any decision obtained by circular letter shall be reported by the Secretary at he next General Meeting and recorded in the minutes thereof.

In the event of funds being required for a specific purpose the Management Committee shall have the power to collect from Members such contributions as are necessary.

All funds of the Association shall be kept in Banks, Finance Companies or Savings Accounts selected by the Management Committee, in the name of the Association.

All cheques or withdrawal notices of the Association's account shall have two (2) signatories, one (1) signatory from Group A and one (1) signatory from Group B. For the purposes of this rule, Group A shall consist of the Chairperson, President and Vice-President and Group B shall consist of the Ordinary Committee Members.

Proper accounts shall be kept by the Secretary/ Treasurer. An auditor or auditors who shall be public accountants under the laws of Malaysia and who shall not be a member or members of the Management Committee, shall be appointed at each Annual General Meeting. The auditor or auditors shall hold office for one year only and be eligible for re-appointment. They shall be required to audit the accounts once a year.

Members shall give three months notice in writing to the Association of intention to resign and shall cease to be a member with effect from the last day of the notice but shall be liable for all monies due to the Association up to the effective date of resignation.

censure a member for breaches of any of the Rules/ Bye-Laws or for acts or behaviour which contravenes the Codes of ethics.

Convene a Special General Meeting of which not less than twenty-eight days' notice shall be given and recommend to the meeting that a Member be expelled from the Association for a breach of the Rules/ Bye-Laws or for acts or behaviour which contravenes the Code of Ethics and full particulars of the breaches, act, behaviour shall be disclosed in the notice of convening the Special General Meeting. The Members in Special General Meeting shall decide whether to expel the Member. Any appeal against such decision must be lodged within seven days of the Meeting and shall be considered at a further Special General Meeting to be called within fourteen days of such lodgement at which the decision of the Association shall be final.

At such Special General meeting a quorum shall consist of not less than two-thirds of the Members and decisions shall be passed by the votes of at least three-fourths of the Members present.

All Meetings and proceedings thereat and all publications and circulars of the Association are to be deemed strictly private and confidential.

Names of Members present at all Meetings of the Association together with those of the representatives of such Members attending shall be recorded in the Minutes thereof.

A record of the number of votes For and Against all motions put to the vote and of the abstentions shall be reflected in the minutes of all General Meetings, except when such voting is by a show of hands.

There Rules including the objects of the Association may be added to, repealed or amended by resolution at any General Meeting provided that no such resolution shall be deemed to have been passes unless it is carried by a majority of two-thirds of the members present and voting at the meeting. The amendments shall not come into force without the prior approval of the Registrar of Societies. Any amendments to the Rules of the Association agreed upon at any General Meeting shall be sent to the Registrar of Societies within twenty-eight days of the General Meeting.

Two (2) or more Trustees shall be appointed at eh Annual General Meeting and shall hold office until such time as they are removed. All Immovable properties belonging to the Association shall be vested in the Trustees and the Trustees shall deal with them upon executive of a Deed of Trust.

The Trustees shall not sell, withdraw or transfer any of the properties of the Association without the consent and authority of Members in general meeting.

A Trustee may be removed from office by Members in general meeting on the ground that owing to ill-health, unsoundness of mind, absence from the Country or for any other reasons he is unable to perform his duties satisfactorily. In the event of death, resignation or removal of a Trustee the vacancy shall be filled by a new Trustee appointed by Members at general meeting as soon as possible.

The Management Committee or any Sub-committee which may be duly constituted and the Members thereof while acting as a Body or individually in the performance of their duties as such and the Secretary shall at all times be indemnified out of the funds, property or assets of the Association against the consequences of the performance of any act, deed, matter or thing done or omitted to be done by the aforesaid Management Committee, or Sub-committees (or their Members while so acting) and the Secretary in respect of or in assets not being a full and sufficient indemnity for the purpose then all Members of the Association shall be responsible to the Management Committee, or Sub-committees or their Members for, and shall be liable to make good, any deficiency that may be ascertained.

Gambling of any kind such as the playing of "paikow" or "mahjong" whether for stakes or not, are forbidden on the Association's premises. The introduction of materials for gambling or opium smoking and of bad character into the premises is prohibited.

The funds of the Association shall not be used to pay the fines of members who have been convicted in Court.

The Association shall not attempt to restrict or in any other manner interfere with trade or prices or to engage in any Trade Union activity as defined in the Trade Union Ordinance, 1959.

The Association shall not hold any lottery, whether confined to its Members or not, in the name of the Association or its office bearers, Management Committee or Members.

The Association shall not indulge in any political activity or allow its funds/ or premises to be used political purposes.

If at any General Meeting a resolution for the dissolution of the Association shall be passed by a majority of three-fifths of the Members of the Association expressed (either in person or in proxy) the Management Committee shall thereupon, or at such future date as shall be specified in such resolution, proceed to wind up the Association. The assets of the Association after all liabilities shall have been paid shall be distributed to members equally. Notice of dissolution shall be given within seven days of the dissolution to the Registrar of Societies.