• Chapter 5 Chapter 5 Mortgage and Transfer of Securities

    • Article 16 Mortgage of Securities

      The mortgage of securities in favour of the mortgagor shall be effected in accordance with the following procedures:

      1. The mortgagee shall deliver a formal letter to the Exchange with a copy to the issuer of the securities, which states the following:
      (a) Name of the owner — mortgagor.
      (b) Name of the issuer and number of mortgaged securities.
      (c) Mortgage term.
      (d) Date of commencement of the mortgage.
      2. The following documents shall be attached to the letter:
      (a) The original shares certificate (if not previously delivered).
      (b) True copy of the mortgage contract signed by the mortgagor and mortgagee.
      3. Payment of the mortgage entry charge, in accordance with Appendix (1).
      4. The Exchange shall open a special register for the mortgaged securities, so as not to allow the mortgagor to dispose thereof, without the consent of the mortgagee.
      5. If the securities are registered in the electronic clearing system, the Exchange shall send a letter to confirm the mortgage to the mortgagee within 48 hours from the date of receipt of the mortgage letter. However, where the deposited securities are not registered in the electronic clearing system, the mortgage shall be confirmed by withdrawal of the deposited securities and notifying the relevant registrar in writing.
      6. Where the mortgagor and mortgagee agree to dispose of the mortgaged securities by sale at the Exchange, the mortgagee shall send a formal letter to the Exchange using the Release of Mortgage Form No. (9) to convey the wish of the two parties to transfer the mortgaged securities to the investor's account with the relevant broker. The Exchange shall transfer such securities to the investor's account with the relevant broker within 48 hours from the date of receipt of the application.
      7. The mortgagee shall issue a sale order to the agreed broker who shall sell the securities and transfer the proceeds to the agreed account within a maximum of 4 days from the date of the transaction.
      8. The Exchange shall instruct the broker in writing to transfer the proceeds of the sale of the securities to the account determined by the two parties.
      9. In the event of issue or distribution of rights or benefit pertaining to the mortgaged securities, such right shall be treated according to the agreement of the parties, as stated in the mortgage contract and the Mortgage Entry Application Form No. (8).
      10. In the event of release of the mortgage, the mortgagee shall notify the Exchange in writing with a copy of the Registrar of securities, with respect to the companies who maintain their registers.

    • Article 17 Transfer of Securities As Exempted Transactions

      1. The Unit may transfer ownership of securities as exempted transactions, in accordance with the provisions of Article (36) of the Internal Regulations as amended.
      2. The Unit shall, upon receipt of all the required transfer documents and fees from the transferee, perform the following:
      (a) Verify the validity of the transfer as exempted transactions referred to in Article 17 (1) above.
      (b) Allocate numbers in the system to the transferor and the transferee at their request, unless one of them or both have a number in the system.
      (c) Carry out the transfer of ownership of the securities.

    • Article 18 Transfer of Securities From the Investor's Account With One Broker to his Account With Another Broker

      1. The depositing investor may request the transfer of his balance of securities or any part thereof with one broker to his account with another broker, by completing and delivering to the Unit the Transfer of Securities Form No. (5).
      2. The owner shall, before requesting the transfer, perform the following:
      (a) Open an account with the other broker if he has no such account.
      (b) Complete the Transfer of Securities Form No. (5) and submit the same to the Unit.
      3. The broker (from whose account the transfer is made) shall make the owner complete the form and deliver the same to the Unit.
      4. The Unit shall, upon approval of the application, transfer the balance of the securities intended to be transferred to the investor's account with the transferee-broker.
      5. The Unit may reject the transfer or entry of information application in the following circumstances:
      (a) If after verification of the transfer request, it was discovered that there are discrepancies between the transfer order and the information entered with respect thereof into the Clearing, Settlement and Central Depository System.
      (b) Insufficient balance in the relevant securities account.
      (c) The existence of restrictions imposed by these procedures on dealing in the securities.
      6. The Unit is not obliged to verify the legal basis for the transfer, movement or restriction on the deposited securities, or compliance by the member with the terms of the contract, or by any other parties to the contract.
      7. The Unit may reject the transfer application from the investor's account with a broker to his account with another broker, if the investor has outstanding financial obligations towards the transferring broker, unless it was mutually agreed to settle such obligations.

    • Article 19 Transfer of Securities as a Result of Trading

      1. The Unit shall provide share register information to the issuers whose share registers are maintained by the Exchange on a regular basis, or as may be agreed upon between the Exchange and the issuers in the following events:
      (a) Convening of general meetings.
      (c) Distribution of dividends.
      (d) Restructuring of the issuer's capital.
      (e) Granting of any rights associated with the securities.
      (f) As requested by the issuer.
      2. The Unit shall provide information relating to the holder of deposited securities to the issuer or to the authorized registrar on a regular basis or as may be agreed between the Exchange and the issuer or registrar. Such information shall include the following:
      (a) Name, address and number of the investor who owns the deposited securities.
      (b) Number of securities held by the depositor at a certain time.
      3. Particulars pertaining to the ownership of securities shall be updated in the Central Register immediately upon conclusion of the deal. The Unit and the participating members shall update these particulars annually or as may be required, in accordance with the securities holder's instructions to the Unit or to the participating member, provided that such particulars shall include all information stated in the Investors' Information Entry Form No. (1).
      4. The Unit's staff shall undertake to maintain strict confidentiality of all particulars and information relating to resolutions issued by the issuers which may affect the prices of their deposited securities or resolutions relating to the sale or purchase thereof, and not to use such information or particulars to realize any direct or indirect personal benefits.

    • Article 20 Share Register

      1. The Unit shall provide share register information to the issuers whose share registers are maintained by the Exchange on a regular basis, or as may be agreed upon between the Exchange and the issuers in the following events:
      (a) Convening of general meetings.
      (c) Distribution of dividends.
      (d) Restructuring of the issuer's capital.
      (e) Granting of any rights associated with the securities.
      (f) As requested by the issuer.
      2. The Unit shall provide information relating to the holder of deposited securities to the issuer or to the authorized registrar on a regular basis or as may be agreed between the Exchange and the issuer or registrar. Such information shall include the following:
      (a) Name, address and number of the investor who owns the deposited securities.
      (b) Number of securities held by the depositor at a certain time.
      3. Particulars pertaining to the ownership of securities shall be updated in the Central Register immediately upon conclusion of the deal. The Unit and the participating members shall update these particulars annually or as may be required, in accordance with the securities holder's instructions to the Unit or to the participating member, provided that such particulars shall include all information stated in the Investors' Information Entry Form No. (1).
      4. The Unit's staff shall undertake to maintain strict confidentiality of all particulars and information relating to resolutions issued by the issuers which may affect the prices of their deposited securities or resolutions relating to the sale or purchase thereof, and not to use such information or particulars to realize any direct or indirect personal benefits.

    • Article 21 Access to Database

      1. No person may access the database in the Securities Central Register to obtain information about any person as a holder of one security or more, or to obtain information relating to transfers or restrictions pertaining to a particular person.
      2. Notwithstanding the provisions of Sub-Article (1) above, the securities holder or the Court may require any information about the securities balance in the investor's account or about any transfers or restriction pertaining to such account, in accordance with the procedures and charges prescribed by the Exchange.
      3. Notwithstanding the provisions of Article (2) above, the Court may require information relating to the securities balance in any person's account, or any transfers or restriction pertaining to the account where such information is required in accordance with legal proceedings involving the securities holder, including proceedings relating to money laundering.
      4. The Exchange and the Settlement Bank must maintain information relating to securities accounts of any participating member, the clearing account and the operating account, with utmost confidentiality.