SECURITIES ACT: SUBSIDIARY LEGISLATION(CHAPTER 354 )

"advertisement" includes every form of advertising, whether in a publication, brochure or handout, or by the display of notices or by means of circulars or other documents, or by an exhibition of pictures or photographic or cinematographic films or videos, or by way of sound broadcasting or television or by the distribution of recordings or in any other manner;

"customer" means a person for whom a licensee acts as an agent and to whom the licensee owes a duty of care, and includes a potential customer;

"licensee" means a person licensed under Part IV of the Act;

"own account transaction" means a transaction effected or arranged by the licensee in the course of carrying on his securities business and which was done on his own account;

"regulatory system" means the arrangements for regulating a licensee under the Act and subsidiary legislation made thereunder or directions given by the Commission.

3. Application

(1) These Rules, which include the statements of principle in Part II, apply in relation to all licensees in respect of their securities business.

(2) These Rules are of general application to all securities business provided that, where a rule applies only in particular circumstances, that rule will apply to a licensee only if those circumstances are relevant to the course of the securities business undertaken by that licensee.

PART II
STATEMENTS OF PRINCIPLE

4. Principles of best practice

In his conduct of securities business, a licensee shall at all times act according to the principles of best practice and, in particular, shall—

(a) observe high standard of integrity and fair dealing;

(b) act with due skill, care and diligence;

(d) seek from customers information about their circumstances and investment objectives which might reasonably be expected to be relevant in enabling him to fulfil a licensee's responsibilities to his customer;

(e) take reasonable steps to give every customer he advises, in a comprehensible and timely way, any information needed to enable the customer to make a balanced and informed investment decision;

(f) avoid any conflict of interest with his customers and, where such a conflict unavoidably arises, to ensure fair treatment to his customer by complete disclosure or by declining to act; furthermore he should never unfairly place his interests above those of his customers;

(g) protect properly, by way of segregation and identification, those customer assets for which a licensee is properly responsible;

(h) maintain adequate financial resources to meet his securities business commitments and withstand the risk to which his business is subject;

(i) organise and control his internal affairs in a responsible manner;

(j) keep proper records;

(k) have adequate arrangements to ensure that all staff employed are suitable, adequately trained and properly supervised, together with well-defined compliance procedures; and

(l) deal with the Commission in an open and co-operative manner and keep the Commission informed of anything concerning the licensee that might reasonably be expected to be disclosed to it.

PART III
CONDUCT OF BUSINESS

5. Independence

Where a licensee is advising or acting for a customer—

(a) he shall not claim he is independent or impartial if he is not; and

(b) he shall ensure that any claim he makes as to his independence or impartiality adequately includes any limitation that there may be on either.

6. Material Interest

Where a licensee has a material interest in a transaction to be entered into with or for a customer, or a relationship which gives rise to a conflict of interest in relation to such a transaction, the licensee shall not knowingly either advise, or deal in the exercise of discretion, in relation to that transaction unless he has—

(a) fairly disclosed that material interest or relationship, as the case may be, to the customer; or

(b) taken reasonable steps to ensure that neither the material interest nor relationship adversely affects the interests of the customer.

7. Inducements

A licensee must take reasonable steps to ensure that neither he nor any of his employees or agents either offers or gives, or solicits or accepts, any inducement that is likely to conflict with any duties owed to customers.

8. Issue of advertisements

Where a licensee issues an advertisement concerning his securities business, he shall take all reasonable steps to ensure that"“

(a) the contents and presentation of the advertisement are demonstrably fair and not misleading;

(b) the advertisement discloses fairly the risks concerned.

9. Identification of issuer

Where a licensee issues an advertisement concerning securities business, he shall ensure that the advertisement identifies him as the advertiser.

10. Fair and clear communications

(1) A licensee may make a communication with another person which is designed to promote the provision of securities services only if he can show that he believes on reasonable grounds that the communication is fair, comprehensive and not misleading.

(2) A licensee shall take reasonable steps to ensure that any agreement, written communication, notification or information that he gives or sends to customers to whom he provides securities services is presented fairly and clearly.

11. Customer's understanding of risk

A licensee shall not—

(a) recommend a transaction to a customer, or effect a discretionary transaction with or for him, unless he has taken all reasonable steps to enable the customer to understand the risks involved;

(b) mislead a customer as to any advantages or disadvantages of a contemplated transaction; or

12. Information about the licensee

A licensee shall take reasonable steps to ensure that a customer to whom he provides securities services is given adequate information about his identity and business address and the identity and status within the licensee's firm of employees and other relevant representatives with whom the customer has contact.

13. Information about collective investment schemes

Before or when making a personal recommendation to a customer to invest in a collective investment scheme, a licensee shall give him—

(a) information about the scheme which is adequate to enable him to make an informed investment decision;

(b) appropriate written particulars.

14. Representatives of licensee

(1) A licensee shall satisfy himself on reasonable grounds and on a continuing basis that any representative he appoints is fit and proper to act for him in that capacity.

(2) The licensee shall also satisfy himself on reasonable grounds and on a continuing basis that he has adequate resources to monitor and enforce compliance by his representatives with high standards of business conduct.

15. Where written customer agreement required

(1) A licensee shall not provide to a customer any securities services relating to—

(a) the discretionary management of a portfolio; or

(b) any other type of business that is prescribed by the Commission, except under a written agreement signed by the customer and returned to licensee.

(2) The Commission and a licensed securities exchange may from time to time prescribe special procedures relating to the operation of discretionary accounts and every licensee must follow such special procedures or shall secure that such special procedures are followed.

16. Customer agreements

(1) Where a licensee provides securities services to a customer on written contractual terms (whether pursuant to rule 15 or otherwise), the agreement shall set out in adequate detail the basis on which those services are provided.

(2) The High Court may, if it considers it just and equitable to do so, by order set aside or vary an agreement entered into in contravention of this rule, but no such order affects any dealing or transaction entered into or carried out by the licensee on behalf of the customer.

17. Customers' rights

(1) Licensee shall not, in any written communication or agreement, seek to exclude or restrict—

(a) any duty or liability to a customer which he has under the Act or any subsidiary legislation made thereunder;

(b) any other duty to act with skill, care and diligence that is owed to a customer in connection with the provision to him of securities services;

(c) any liability owed to a customer for failure to exercise the degree of skill, care and diligence that may reasonably be expected of him in the provision of securities services.

(2) A purported exclusion or restriction prohibited by this rule shall be void and of no effect.

18. Suitability

A licensee shall take all reasonable steps to ensure that he does not give securities advice to, nor effect a discretionary transaction with or for, a customer unless that advice or transaction is suitable for him having regard to the facts disclosed by that customer and other relevant facts about the customer of which the licensee is or ought reasonably to be aware.

19. Charges

(1) A licensee's charges shall not be unfair in their incidence or unreasonable in their amount having regard to all relevant circumstances.

(2) Before a licensee provides securities services to a customer it shall disclose to him the basis or amount of the licensee's charges for the provisions of those services and the nature of and amount of any other remuneration receivable by him and attributable to them.

20. Confirmation and periodic information

(1) Where a licensee effects a sale or purchase of securities with or for a customer, he shall ensure that the customer is sent with due dispatch a contract note containing the essential details of the transaction in accordance with section 41 of the Act.

(2) Where a licensee acts as an investment manager for a customer, he shall ensure that the customer is sent at suitable intervals a report stating the value of the portfolio or account at the beginning and end of the period, its composition at the end and, in the case of a discretionary portfolio or account, changes in its composition between those dates.

21. Customer order priority

A licensee shall deal with customer and own account orders fairly and in due turn.

22. Timely execution

When a licensee has agreed or decided in his discretion to effect or arrange a customer order, he shall effect or arrange the execution of the order as soon as is reasonably practicable in the circumstances.

23. Best execution

Where a licensee deals with or for a customer he shall take all reasonable steps to find and deal on the terms which are the best available to the customer.

24. Timely allocation

A licensee shall ensure that a transaction he executes is promptly allocated.

25. Fair allocation

Where a licensee has aggregated an order for a customer transaction with an order for an own account transaction, or with an order for another customer transaction, then in the subsequent allocation—

(a) he shall not give unfair preference to himself or to any of those for whom he dealt; and

(b) if all orders cannot be satisfied, he shall give priority to satisfying orders for customer transactions.

26. Front running

Where a licensee intends to publish to customers a price-sensitive recommendation or research or analysis, he shall not knowingly effect an own account transaction in the investment concerned or in any related investment until the customers for whom the publication was principally intended have had, or are likely to have had, a reasonable opportunity to react to it.

27. Churning

A licensee shall not—

(a) deal or arrange a deal in the exercise or discretion for any customer; or

(b) advise a customer to deal,

if the dealing could in the circumstances reasonably be regarded as too frequent or too large.

28. Insider dealing

A licensee shall not knowingly profit or seek to profit, either for his own account, the account of a customer or any third party, from inside information in the hands of any of his officers, employees or agents, or assist anyone with such information to make a profit for himself.

29. Safeguarding of customer investment

A licensee who has custody of a customer's securities in connection with or with a view to securities business shall—

(a) keep safe, or arrange for the safekeeping of, any documents of title, or documents evidencing title, relating to them; and

(b) ensure that any securities that he buys or holds for a customer are properly registered in his name or, with the consent of the customer, in the name of an appropriate nominee.

30. Complaints

A licensee shall have internal procedures to ensure the proper handling of complaints from customers and to ensure that any appropriate remedial action on those complaints is promptly taken.

31. Compliance

(1) A licensee shall take reasonable steps, including the establishment and maintenance of procedures, to ensure that—

(a) his officers, employees and other representatives are aware of their obligations under the Act and any subsidiary legislation made thereunder, and that they act in conformity with them; and

(b) sufficient information is recorded and retained about his securities business and compliance with the regulatory system.

(2) Records required to be maintained by the regulatory system shall be kept available, for a period of not less than six years, by the licensee for inspection by any person duly authorised by the Commission.

32. Supervision

A licensee shall establish and maintain procedures-

(a) for the supervision of each of his officers, employees and other representatives; and

(b) for ensuring that each such person does not give advice or provide services of such a nature as is beyond his competence to give or to provide.

33. Customer confidentiality

(1) Subject to sub-rule(2), all information in the possession of a licensee relating to a customer shall be kept confidential by the licensee.

(2) A licensee may disclose information relating to a customer when properly required to do so by the Commission, a clearing house or the market supervision department of a licensed securities exchange of which he is a member, or if he is ordered to do so by a court of competent jurisdiction or other due process of law.

34. Cessation of business

Where a licensee decides to withdraw from securities business he shall—

(a) forthwith notify the Commission and each of his customers of such decision; and

(b) ensure to the satisfaction of the Commission that any such business which is outstanding is properly completed or transferred to another licensee.

35. Suspension or revocation of licence

A licensee who contravenes any of the provisions of these Rules shall be guilty of an offence and his licence shall be liable to suspension or revocation under section 24 of the Act.

SECURITIES (TRANSITIONAL) RULES

[Section 78]

Arrangement of Rules

Rule

1. Title

2. Interpretation

3. Transitional provisions

SI 169 of 1993.

1. Title

These Rules may be cited as the Securities (Transitional) Rules.

2. Interpretation

In these Rules, unless the context otherwise requires, "collective investment scheme" has the same meaning as in section 72 of the Act.

3. Transitional provisions

(1) Where a person would, but for these Rules, be liable to a penalty for not being licensed under Part IV of the Act, subject to sub-rule (4) that person shall not be so liable—

(a) until the expiration of a period of seven days after the commencement of the Act; or

(b) where, before the expiration of that period, that person applies to be licensed, until—

(i) the license is granted; or

(ii) the application for a license is withdrawn or refused.

(2) Where a person would, but for these Rules, be liable to a penalty because publicly traded securities are not registered under Part V of the Act, subject to sub-rule(4) that person shall not be so liable—

(a) until the expiration of a period of two months after the commencement of the Act; or

(b) where, before the expiration of that period, that person applies for the registration of the publicly traded securities, until—

(i) such securities are registered; or

(ii) the application for registration is withdrawn or refused.

(3) In respect of a collective investment scheme which was in existence and had been publicly marketed before the enactment of the Act, where a person would, but for these Rules, be liable to a penalty because such scheme is not authorised under Part X of the Act, subject to sub-rule(4) that person shall not be so liable—

(a) until the expiration of a period of seven days after the commencement of the Act; or

(b) where, before the expiration of that period, that person applies for the authorisation of the collective investment scheme, until—

(i) the collective investment scheme is authorised; or

(ii) the application for authorisation is withdrawn or refused.

(4) Except for the periods of grace allowed by sub-rules(1), (2) and (3), all of the other provisions of the Act shall apply in all cases and in all respects.

(5) A person who, before the expiration of the period specified in sub-rule (1), applies for a LICENSE under Part IV of the Act shall be treated for all purposes as if he is a licensee pending the determination of his application.

SECURITIES (LICENSING, FEES AND LEVIES) RULES

[Section 78]

[Re-denominate the currency as stipulated under S 4 of Re-denomination Act, 8 of 2012, read with Bank of Zambia Act, 43 of 1996.]

Arrangement of Rules

Rule

PART I
PRELIMINARY

1. Title

2. Interpretation

PART II
LICENSES

3. Applications

4. Directions in forms

5. Manner of application for license

6. Alteration of facts disclosed in applications

7. General conditions

8. Replacement of license

9. Display of license

10. Change of principal

PART III
FEES AND LEVIES

11. Fees

12. Waiver, etc. by Commission

13. Compensation fund levy

FIRST SCHEDULE

SECOND SCHEDULE

THIRD SCHEDULE

[Rules by the Securities and Exchange Commission]

SI 165 of 1993,

SI 153 of 1995,

SI 19 of 1998,

SI 70 of 1998,

SI 104 of 2000,

SI 31 of 2001,

SI 69 of 2001,

SI 20 of 2005,

SI 82 of 2013.

PART I
PRELIMINARY

1. Title

These Rules may be cited as the Securities (Licensing, Fees and Levies) Rules.

2. Interpretation

In these Rules, unless the context otherwise requires—

"financial year" means the period from 1st April to 31st March;

"license" means a license under Part IV of the Act and "licensee" shall be construed accordingly.

PART II
LICENSES

3. Applications

Applications for the purposes described in the second column of the First Schedule shall be in the form specified in the third column, such forms being set out in the Second Schedule.

4. Directions in forms

A form prescribed by these Rules shall be completed in accordance with any directions specified in the form.

5. Manner of application for license

(1) An application for a license or renewal of a license in the form prescribed together with any relevant annexures shall been closed in a sealed envelope and lodged with the Commission.

(2) Each application for a license, or for the renewal thereof, shall be accompanied by a detailed statement of the applicant's assets and liabilities signed by the applicant, or, in the case of an applicant which is a company—

(a) copies certified by a director of the company to be true copies of the last balance sheet and of the last profit and loss account (if any), incorporating the results of the last financial year, and which have respectively been audited by the company's auditors (including every document required by law to be annexed or attached thereof); and

(b) a copy of the report of the auditors thereon (certified as aforesaid).

(3) An application by a company to be licensed as a securities exchange shall be made in the prescribed form and shall be accompanied by a copy of its rules and its Memorandum and Articles of Association certified to be true copies by the person signing the application, and shall be lodged with the Commission.

(4) The Commission may refuse to accept any application made under these Rules if it is not accompanied by the license fee prescribed.

6. Alteration of facts disclosed in applications

An application for a license under Part IV of the Act shall forthwith give written notice to the Commission of—

(a) any proposed alteration to; or

(b) the occurrence of any event which he knows affects or may affect in a material respect;

information supplied by him to the Commission in relation to his application, being a proposal or event made or occurring while the application is pending a decision by the Commission.

7. General conditions

It shall be a condition of every license that—

(a) the license shall be personal to the applicant and shall not be transferable;

(b) the holder of the license shall forthwith give written notice to the Commission of- General conditions

(i) any proposed alteration to, or

(ii) the occurrence of any event which he knows affects or may affect in any material respect,

any matter in respect of which he was required to supply information to the Commission in the course of his application for that license;

(i) the implementation of any alteration of the kind referred to in sub-rule(b)(i); or

(ii) the taking of action resulting from any event of the kind referred to in sub-rule(b)(ii); and

(d) a license shall not carry on, nor hold himself out as carrying on, any securities business other than that permitted by his license and from any premises specified in his license.

8. Replacement of license

Where the Commission is satisfied that a license has been inadvertently lost, destroyed or defaced, the Commission shall replace the license on payment by the licensee of the prescribed fee.

9. Display of license

(1) Every holder of a license granted under Part IV of the Act shall display his license at all premises in which he transacts with the public the securities business authorised by the license.

(2) The requirement in sub-rule (1) shall not be satisfied unless the license is displayed in such a manner as to be readily visible to the public.

10. Change of principal

A dealer's representative or an investment representative shall not change his principal in relation to which his license was issued unless he has lodged a notice in Form 12 with the Commission.

PART III
FEES AND LEVIES

11. Fees

The fees prescribed in the Third Schedule shall be payable to the Commission, with respect to—

(a) the grant and renewal of licenses;

(b) the registration of securities under Part V of the Act; and

12. Waiver, etc. by Commission

(1) Where the Commission considers it appropriate in the exceptional circumstances of a particular case, the Commission may in its discretion waive payment of all or part of the fee which would otherwise be payable under these Rules.

(2) Where it appears to the Commission that, owing to the exceptional circumstances of a particular case, the retention by the Commission of a fee which has been paid would be inequitable, the Commission may in its discretion refund all or part of the fee.

13. Compensation fund levy

(1) The amount to be deposited under sub-section (1) of section 31 of the Act shall be—

(a) five per cent of the net capital employed in the licensee's business; or

(b) one million kwacha, whichever is less.

(2) Such amount shall be payable—

(a) within seven days, or such further time as the Commission may in a particular case allow, after grant of the license; and

(b) at such times thereafter as the Commission, having regard to the purposes and requirements of Part IX of the Act, shall direct.

[Am by SI 153 of 1995.]

FIRST SCHEDULE

[Rule 3]

LIST OF FORMS

First Column	Second Column	Third Column
Provisions of Act or Rules	Description of Form	Number of Form in Second Schedule
section 8 (1)	Application by company to be licensed as a securities exchange	1
section 21 (1)	Application by a company for dealer's license	2
section 21 (1)	Application by an individual for investment adviser's license	3
section 21 (1)	Application by a company for investment adviser's license	4
section 21 (1)	Application for renewal of dealer's license or investment adviser's license	5
section 21 (1)	Application for representative's license	6
section 21 (1)	Application for renewal of representative's license	7
section 28 (1)	Record of securities	8
section 29 (1)	Notice of place at which record is to be kept	9
section 29 (3)	Notice of change of place of business and change of place at which record is kept	10
section 29 (2)	Notification of cessation of business	11
Rule 11	Notice of change of representative's principal and notice of change of place at which record is kept	12

SECOND SCHEDULE

FORMS

[Section 8 and Rule 3]

Form 1

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION BY COMPANY TO BE LICENSED AS A SECURITIES EXCHANGE

Application is hereby made to be licensed as a securities exchange under the Act and the following statements are made in respect thereof—

Note—

This application must be accompanied by—

(a) the last audited balance sheet and profit and loss account certified as required by rule 6 of the Securities (Licensing and Fees) Rules, 1993;

(b) a certified true copy of the rules of the proposed securities exchange;

(d) a certified true copy of the applicant's memorandum and articles of association.

Name of company:..................................................................................

Date of incorporation:..............................................................................

Registered office:....................................................................................

Proposed name of securities exchange:.................................................

Hours of business:...................................................................................

Number of members:...............................................................................

Number of members who will carry on business of dealing in securities independently of and in competition with each other :................................

Dated this..............................................................day of.......................................................19..........

Signature........................................................

Name..............................................................

Chairman of the Securities Exchange

FORM 2

[Section 21(1)]

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION BY COMPANY FOR DEALER'S LICENSE

Application is hereby made for a dealer's license under the Act and the following statements are made in respect thereof—

Notes—

(1) If space is insufficient to provide details, please attach annexure(s). Any such annexure should be identified as such and signed by the signatory to this application.

(2) This application must be accompanied by the last audited balance-sheet and profit and loss account certified as required by rule six of the Securities (Licensing and Fees) Rules, 1993.

PART 1
INFORMATION ON THE APPLICANT

1. —

(a) Name of applicant:

(b) Registered office:

(d) Full address and telephone number of the principal place at which the business of the applicant is to be carried on:

(e) The authorised and paid-up capital of the applicant, including the types of shares issued:

(f) The details of shareholders of the applicant's, including the name, address, amount of shares being held and date of acquisition:

(g) Address of place at which applicant's record under section 28 of the Act will be kept:

(h) Set out as an annexure hereto details of each director and secretary showing full name, residential address, date of birth, office held and date of appointment:

2. State the nature of the principal business of the applicant:

(a) State in detail the activity and the manner in which the applicant proposes to conduct the business for which the applicant requires a dealer's license:

(b) The type of clients with whom the applicant proposes to do business:

(c) Describe in detail the organisation structure and internal control procedures which the applicant has adopted or proposes to adopt for its proposed business.

4. Set out name and address of each person who, directly or indirectly, exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors:

5. Is any director or secretary of the applicant a director or secretary of any other corporation? Using an annexure, answer "Yes" or "No" for each person; if "Yes", give details of:

(a) names of corporations;

(b) places of incorporation; and

(For questions 6 to 8, answer "Yes" or "No" in space provided. If "Yes", attach annexures giving all relevant particulars.)

6. Has the applicant or any director or secretary of the applicant within the past 10 years—

	Answer
(a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities?	.............
(b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place?	.............
(c) been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific license, registration or other authority is required by law in any place?	.............

7. Has any director or secretary of the applicant within the past 10 years—

	Answer
(a) been a member or partner in a member firm of any securities exchange?	.............
(b) been suspended from membership of any securities exchange or other- wise disciplined by a securities exchange?	.............
(c) been refused membership of any securities exchange?	.............
(d) been known by any name other than the name or names shown in this application?	.............
(e) been convicted of any offence other than a traffic offence in Zambia or elsewhere or are there any proceedings now pending which may lead to such a conviction?	.............
(f) had judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Zambia or elsewhere? (If "Yes", using an annexure, give full details, including whether judgement is unsatisfied.)	.............
(g) been declared bankrupt or compounded with or made an arrangement for the benefit of his creditors, in Zambia or elsewhere?	.............
(h) been engaged in the management of any corporation other than those referred to in answer to question 5?	..............
(i) been refused a fidelity or surety bond in Zambia or elsewhere?	.............
(j) been disqualified as a director, or been director of a company that has gone into receivership or liquidation, in Zambia or elsewhere?	.............

8. Has any director or management staff of the applicant had any experience in performing the functions in relation to the proposed activity of the applicant referred to in question 3?

9. In relation to each director and secretary of the applicant, set out below details of the officer's employment and business activities, during the previous 10 years:

Name of director or secretary

Name and address of employer (if self-employed, so state)

Nature of business

Description of duties of relation to the employment or activity

Period of employment or activity(give exact dates)

10. Set out any additional information (including any formal qualifications or training of the directors or secretary of the applicant and the name of the institution that conducted the course) considered relevant to this application.

11. Set out below details of two persons with whom each director and the secretary of the applicant has had regular contact over the past 5 years and of whom the Commission may enquire regarding the character and reputation of the respective director or secretary.

Name of character referee

Address of character referees

Occupation of character referee

Name of director or secretary in respect of whom enquiries may be made

PART 2 - MISCELLANEOUS

1. We are aware of the provisions of section 30 of the Act relating to fraudulent applications.

2. We declare that all information given in this application and in the attached annexures (if any) are true and correct.

Dated this.........................................................day of..........................................................19............

*Signature................................	Signature................................
(Name of Director)	(Name of Director/Secretary)**

*This application is to be signed by two directors, or a director and the secretary of the applicant.

**Delete whichever is inapplicable.

FORM 3

[Section 21(1)]

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION BY AN INDIVIDUAL FOR INVESTMENT ADVISER'S LICENSE

Application is hereby made for an investment adviser's license under the Act and the following statements are made in respect thereof—

Note—

(1) If space is insufficient to provide details, please attach annexure(s). Any such annexure should be identified as such and signed by the signatory to this application.

(2) This application shall be accompanied by a detailed statement of the applicant's assets and liabilities and shall be signed by the applicant.

1. Personal particulars of the applicant.

(a) Name of applicant:

(b) Full address and telephone number of the principal place at which the business of the applicant is/is to be carried on:

(d) Residential address:

(e) Address of place at which applicant's record under section 28 of the Act will be kept:

2.—

(a) Indicate area of proposed business for which the applicant requires an Investment Adviser's License:

(i) advising others concerning securities.

(ii) issues or promulgates analyses or reports concerning securities.

(iii) pursuant to a contract or arrangement with a customer, undertakes on behalf of the customer (whether on a discretionary authority granted by the customer or otherwise) the management of a portfolio of securities for the purpose of investment.

(b) For each indicated area of proposed business, state in detail the manner in which the business will be conducted and the experience of the applicant and his management staff in that business.

(c) Describe in detail the organisation structure and internal control procedures which the applicant has adopted or proposes to adopt in the conduct of his business.

3. The type of customers with whom the applicant proposes to do business.

4. Is the business of investment adviser the principal business carried on by the applicant? (Answer "Yes" or "No", give details of the applicant' principal business.)

5. Does the applicant have an interest in one or more shares in any company the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5% of the aggregate of the nominal amount of all the issued shares of the corporation? (Answer "Yes" or "No". If "Yes", give full details of such interest including names of companies and percentage of interest.)

6. Is the applicant a director of any corporation in Zambia or elsewhere? (Answer "Yes" or "No".)

If "Yes", using an annexure, give details of—

(a) names of the corporations;

(b) places of incorporation; and

(Answer questions "Yes" or "No" in space provided. If "Yes", attach annexures giving all relevant particulars.)

7. Has the applicant within the past 10 years—

8. Set out below details of the applicant's employment and business activities during the previous 10 years.

Name and address of employer (if self-employed, so state)

Nature of business

Description of duties in relation to the employment or activity

Period of employment or activity (give exact dates)

9. Set out below details of two persons (who shall not be related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past 5 years and of whom the Commission may enquire regarding the applicant's character and reputation.

Name

Address

Occupation

10. Set out any additional information (including any formal qualifications or training and the name of the institution that conducted the course) considered relevant to this application.

11. I am aware of the provisions of section 30 of the Act relating to fraudulent applications.

12. I declare that all information given in this application and in the attached annexures (if any) are true and correct.

Dated this........................................day of........................................19..........

Signature............................................................

FORM 4

[Section 21(1)]

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION BY A COMPANY FOR INVESTMENT ADVISER'S LICENSE

Application is hereby made for an Investment Adviser's license under the Act and the following statements are made in respect thereof:

Notes:

(1) If space is insufficient to provide details, where necessary, please attach annexure(s). Any such annexure should be identified as such and signed by the signatory to this application.

(2) This application shall be accompanied by the last audited balance-sheet and profit and loss account certified as required by rule six of the Securities (Licensing and Fees) Rules, 1993.

PART 1 - INFORMATION ON THE APPLICANT

1. —

(a) Name of applicant:

(b) Registered office:

(d) Full address and telephone number of the principal place at which the business of the applicant is or is to be carried on:

(e) The authorised and paid-up capital of the applicant, including the types of shares issued or to be issued:

(f) The details of shareholders of the applicant, including the name, address, amount of shares being held and date of acquisition:

(g) Address of place at which applicant's record under section 28 of the Act will be kept:

(h) Set out as an annexure hereto details of each director and secretary showing full name, residential address, date of birth, office held and date of appointment:

2. State the nature of the principal business of the applicant.

3. —

(a) Indicate areas of proposed business for which the applicant requires an Investment Adviser's license:

(i) advisers others concerning securities.

(ii) issues or promulgates analyses or reports concerning securities.

(iii) pursuant to a contract or arrangement with a customer, undertakes on behalf of the customer (whether on a discretionary authority granted by the customer or otherwise) the management on behalf of customers of a portfolio of securities for the purpose of investment.

(b) For each indicated area of proposed business, state in detail the manner in which business will be conducted and the experience of the applicant and its management staff in that business.

(d) Describe in detail the organisation structure and internal control procedures which the applicant has adopted or proposes to adopt in the conduct of its business.

4. Set out name and address of each person who directly or indirectly exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors.

5. Is any director or secretary of the applicant a director of any other corporation?

Using an annexure, answer "Yes" or "No" for each person; if "Yes", give details of:

(a) names of corporation;

(b) places of incorporation; and

(For questions 6 and 7 answer "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.)

6. Has the applicant or any director or secretary of the applicant within the past 10 years—

	Answer
(a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities or acting as an investment adviser?	......
(b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place?	......
(c) been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific license, registration or other authority is required by law in any place?	......

7. Has any director or secretary of the applicant within the past 10 years—

	Answer
(a) been a member or partner in a member firm of any securities exchange?	......
(b) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?	......
(c) been refused membership of any securities exchange?	......
(d) been known by any name other than the name or names shown in this application?	......
(e) been convicted of any offence other than a traffic offence in Zambia or elsewhere or are there any proceedings now pending which may lead to such a conviction?	......
(f) had judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Zambia or elsewhere? (If "Yes", using an annexure, give full details, including whether judgement is unsatisfied.)	......
(g) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors, in Zambia or elsewhere?	......
(h) been engaged in the management of any corporation other than those referred to in answer to question 5?	......
(i) been refused a fidelity or surety bond in Zambia or elsewhere?	......
(j) been disqualified as a director, or been a director of a company that has gone into receivership or liquidation, in Zambia or elsewhere?	......

8. In relation to each director and secretary of the applicant, set out below details of the officer's employment and business activities, during the previous 10 years:

Name of director or secretary

Name and address of employer (if self-employed, so state)

Nature of business

Description of duties of relation to the employment or activity

Period of employment or activity(give exact dates)

9. Set out any additional information (including any formal qualifications or training of the directors or secretary of the applicant ad the name of the institution that conducted the relevant course) considered relevant to this application.

10. Set out below details of two persons (who shall not be related to of whom shall have any interest in the success or otherwise of this application) with whom each director and the secretary of the applicant has had regular contact over the past 5 years and of whom the Commission may enquire regarding the character and reputation of the respective director or secretary.

Name of character referee

Address of character referees

Occupation of character referee

Name of director or secretary in respect of whom enquiries may be made

PART 2
MISCELLANEOUS

1. We are aware of the provisions of section 30 of the Act relating to fraudulent applications.

2. We declare that all information given in this application and in the attached annexures (if any) are true and correct.

Dated this.........................................................day of..........................................................19............

*Signature.....................................	Signature.....................................
(Name of Director)	(Name of Director/Secretary)**

*This application is to be signed by two directors or a director and the secretary of the applicant.

**Delete whichever is inapplicable.

FORM 5

[Section 21(1)]

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION FOR RENEWAL OF DEALER'S LICENSE OR INVESTMENT ADVISER'S LICENSE

Application is hereby made for the renewal of—

A Dealer's/An Investment Adviser's* license and the following statements are made in respect of the applicant—

1. —

(a) Applicant's name:

(b) Expiry date of license:

2. Where the applicant is a company to complete the following: (Answer "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.)

(a) Since the last application—

	Answer
(i) Has there been a change in the shareholders of the applicant?	.....................................
(ii) Has there been a change in the applicant's directors, secretary, senior management personnel or external auditor	.....................................
(iii) Has the applicant been convicted of any offence other than a traffic offence in Zambia or elsewhere or are there any proceedings now pending which may lead to such a conviction?	.....................................
(iv) Have any of the applicant's directors been a director of any company other than those referred to in the last application	.....................................
(v) Has the applicant taken any disciplinary action against any of its representatives?	.....................................
(vi) Has the applicant received any complaint?	.....................................
(vii) Has the applicant undertaken to conduct any material new business activity, and if so, state the nature of the activity?	.....................................

(b) Please furnish details of any other event which has occurred which is likely to
have a significant effect on the applicant's business during the currency of the
license, if granted (including any legal claim against the applicant).

3. Where the applicant is an individual please complete the following:

(Answer "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.)

Since the last application has the applicant—

	Answer
(a) been suspended from membership of any securities exchange or other- wise disciplined by a securities exchange?	....................................
(b) been convicted of any offence other than a traffic offence in Zambia or elsewhere or are there any proceedings now pending which may lead to such a conviction?	....................................
(c) had judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Zambia elsewhere? (If "Yes", using an annexure, give full details, including whether judgement is unsatisfied.)	....................................
(d) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors, in Zambia or elsewhere?	....................................
(e) been engaged in the management of any company other than those referred to in the last application?	....................................
(f) been refused a fidelity or surety bond in Zambia or elsewhere?	....................................
(g) undertaken to conduct any material new business activity, and, if so, state the nature of the activity?	....................................
(h) been disciplined by any professional body or other membership body?	....................................

4. I am/We are* aware of the provisions of section 30 of the Act relating to fraudulent applications.

5. I/We* declare that all information given in this application and in the attached annexure (if any) are true and correct.

Dated this........................................................day of.........................................................19..............

**Signature......................................................................

....................................................................................................

(Name of Applicant/Director/Secretary*)

*Delete whichever is inapplicable.

**Where the applicant is a body corporate, this application is to be signed by a director or secretary of the applicant.

FORM 6

[Section 21(1)]

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION FOR REPRESENTATIVE'S license

Application is hereby made for—

A dealer's representative's/an investment representative's* license and the following statements are made in respect of the application—

1.—

(a) Applicant's name	Other names
(b) Residential address	Tel: No.
(c) Date of birth	Place of birth
(d) No. of years applicant has resided in Zambia	Nationality
(e) Occupation for which representative's license is sought
(f) Full name of principal
(g) The full address at which the business of the principal is to be carried on
(h) Nature of business of the principal
(i) Address of place at which Record under section 28 of the Act will be kept
(j) Present remuneration arrangement with principal: salary, commission or both *Delete whichever is inapplicable.
(k) Directorship in companies in Zambia or elsewhere
(l) National Registration Card ID number

2. (Answer "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.) Has the applicant within the past 10 years—

	Answer
(a) been licensed or registered in any place under any law which requires licensing or registration to deal or trade in securities or act as investment adviser?	......
(b) been licensed, registered, or otherwise authorised by law to carry on any trade, business or profession in any place?	......
(c) been refused the right or restricted in his right to carry on any trade, business or profession for which a specific license, registration or other authority is required by law in any place?	......
(d) been a shareholder in a member firm of any securities exchange?	......
(e) been suspended from membership of any securities exchange or other- wise disciplined by a securities exchange?	......
(f) been refused membership of any securities exchange?	......
(g) carried on business under any name other than the name or names shown in this application in paragraph 1 (a)?	......
(h) been convicted of any offence, other than a traffic offence, in Zambia or elsewhere or are there any proceedings now pending which may lead to such a conviction?	......
(i) had judgement including findings in relation to fraud, misrepresentation, or dishonesty been given against him in any civil proceedings, in Zambia or elsewhere? (If "Yes" attach annexure giving full details, including whether judgement is unsatisfied.)	......
(j) been refused a fidelity or surety bond, in Zambia or elsewhere?	......
(k) been declared a bankrupt or compounded with or made an assignment for the benefit of his creditors in Zambia or elsewhere?	......
(l) been disqualified as a director of a company, or been a director of a company that has gone into receivership or liquidation, in Zambia or elsewhere?	......

3. Has the applicant had any experience in performing the functions of a dealer's representative or an investment representative? (Answer "Yes" or "No") If "Yes" attach annexures giving all relevant particulars.

4. Set out below details of the applicant's employment and business activities during the previous 10 years:

Name and address of employer (if self-employed, so state)

Nature of business

Description of duties in relation to the employment or activity

Period of employment or activity (give exact dates)

5. Set out below details of two persons (who shall not be related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past 5 years and of whom the Commission may enquire regarding the applicant's character and reputation:

Name

Address

Occupation

6. Does the applicant have an interest in one or more shares in any company, the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5% of the aggregate of the nominal amount of all issued shares of the company? (Answer "Yes" or "No". If "Yes", give full details of such interest including names of companies and percentage of interest).

7. Set out any additional information (including any formal qualifications or training of the applicant and the name of the institution that conducted the course) considered relevant to this application.

8. I am aware of the provisions of section 30 of the Act relating to fraudulent applications.

9. I declare that all information given in this application and in the attached annexure (if any) are true and correct.

Dated this..........................................................day of...........................................................19..........

Signature........................................................

(Signed by Applicant)

Note:

(a) This application should be accompanied by a certificate in or to the effect of the following form:

To the Commission:

On the basis of due and diligent enquiry of the background of the applicant named in this form who is in my direct employment or acting for or on behalf of me, and other information available, I believe him to be of good character and reputation and to have the competence and experience to perform the function of a representative.

Dated this..................................................day

of...................................................19..........

Signature:.................

Name:..................

Capacity:................

(b) Subject to paragraph (c) of this Note, the certificate should be signed by each licensee by whom the applicant is to be employed or for or by arrangement with whom he is to act.

(i) a firm, the individual partners of which are licensees-the certificate should be signed by one such partner on behalf of all the partners;

(ii) a licensee which is a company-by a director or the secretary of that company.

FORM 7

[Section 21(1)]

SECURITIES ACT, LAWS OF ZAMBIA

APPLICATION FOR RENEWAL OF REPRESENTATIVE'S LICENSE

Application is hereby made for the renewal of:

A dealer's representative's/an investment representative's* license and the following statements are made in respect of the application—

*Delete whichever is inapplicable.

1. —

(a) Applicant's name
(b) Expiry date of license	license No.
(c) Residential Address	Telephone No.
(d) Present remuneration arrangement with principal; salary, commission or both

2. (Answer "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.) Since the last application has the applicant-

	Answer
(a) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?	.......
(b) been convicted of any offence other than a traffic offence in Zambia or elsewhere or are there any proceedings now pending which may lead to such a conviction?	.......
(c) had judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Zambia or elsewhere? (If "Yes", using an annexure, give full details, including whether judgement is unsatisfied.)	.......
(d) been declared bankrupt or compounded with or made an assignment for the benefit of his creditors, in Zambia or elsewhere?	.......
(e) been engaged in the management of any corporation other than those referred to in the last application?	.......
(f) been a director of any corporation other than those referred to in the last application?	.......
(g) been refused a fidelity or surety bond in Zambia or elsewhere	.......
(h) been the subject of any disciplinary action taken by his firm?	.......
(i) been disciplined by any professional or other membership body?	.......

3. I am aware of the provisions of section 30 of the Act relating to fraudulent applications.

4. I declare that all information given in this application and in the attached annexure (if any) are true and correct.

Dated this..........................................................day of...........................................................19..........

Signature............................................................

Name of Applicant................................................................................

Note:

(a) This application should be accompanied by a certificate in or to the effect of the following form:

To the Commission;

On the basis of due and diligent enquiry made of the background of the applicant named in this form who is in my direct employment or acting for or on behalf of me, and other information available, I believe him to be of good character and reputation and to have the competence and experience to perform the function of a representative.

Dated this..................................................... day of....................................................19................

Signature:......................................................

Name:.............................................................

Capacity:.........................................................

(b) Subject to paragraph (c) of this Note, the certificate should be signed by each licensee by whom the applicant is to be employed or for or by arrangement with whom he is to act.

(i) a firm, the individual partners of which are licensees-the certificate should be signed by one such partner on behalf of all the partners;

(ii) a licensee which is a company-by a director or the secretary of that company.

FORM 8

[Section 28]

SECURITIES ACT, 1993

RECORD OF SECURITIES

Name of person having an interest:

Particulars*	Acquired	Disposed of	Balance
Date	Name of Security	Unit Price	No. of Units	Cost	No. of Units	Proceeds	in Units

*State how securities acquired or disposed of and if acquired or disposed of on the securities market, give broker's name.

FORM 9

[Section 29(1)]

SECURITIES ACT, LAWS OF ZAMBIA

NOTICE OF PLACE AT WHICH RECORD IS TO BE KEPT

1. Name:

2. Capacity in which section 28 of the Act applies:

3. Residential address and telephone number of applicant:

4. Business address and telephone number:

5. Name of employer (if any):

6. Place at which record is to be kept:

7. Date of commencement of keeping record:

Dated this..........................................................day of...........................................................19..........

Signature:................................................................................................................

Name:................................................................................................................

Capacity:................................................................................................................

FORM 10

[Section 29(3)]

SECURITIES ACT, LAWS OF ZAMBIA

NOTICE OF CHANGE OF PLACE OF BUSINESS AND CHANGE OF PLACE AT WHICH RECORD IS KEPT

1. Name of licensee:

2. Type of license held and license number:

3. —

(a) Former address of place of business:

(b) New address of place of business:

4. —

(a) Former address of place at which record was kept:

(b) New address of place at which record is kept:

Dated this...........................................................day of..........................................................19..........

Signature:.........................................................

Name:.........................................................

Capacity:.........................................................

FORM 11

[Section 29(2)]

SECURITIES ACT, LAWS OF ZAMBIA

NOTIFICATION OF CESSATION OF BUSINESS

1. Name of licensee:

2. Type of license held and license number:

3. Notice is hereby given that on the..............................day of.............................19.........., business ceased to be carried on in Zambia by the above licensee in respect of which he was licensed to carry on business.

Dated this...........................................................day of..........................................................19..........

Signature:

Name:

Capacity:

FORM 12

[Section 11]

SECURITIES ACT, LAWS OF ZAMBIA

NOTICE OF CHANGE OF REPRESENTATIVE'S PRINCIPAL AND NOTICE OF CHANGE OF PLACE AT WHICH RECORD IS KEPT

1. Name of licensee:......................................................................................................................

2. Type of license held any license number:.....................................................................

3. Residential Address:...............................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................

4. Notice is hereby given that on the...................day of.......................19........the licensee will cease to be a representative of..........................................................and that from the.................................day of........................19.......the licensee will be a representative of.................................whose principal place of business is at.............................................................................................................................

5. —

(a) Former address of place at which record was kept:

(b) New address of place at which record is kept:

Dated this.............................................................day of........................................................19..........

Signature: .......................................................

Name:............................................................................

THIRD SCHEDULE

[Rule 11]

[Third Sch subs by reg 2 of SI 20 of 2005, reg 2 of SI 82 of 2013. ]

Fees	Fee Units
1. Application for a licence or renewal of licence as a dealer	66,666
2. Application for a licence or renewal of licence as an investment advisor	33.334
3. Application for a licence or renewal of licence as a dealer's representative	13.334
4. Application for a licence or renewal of licence as an investment representative	13.334
5. (a) Application for a licence for a securities exchange	333.334
(b) Renewal of licence for a securities exchange	111,112
6. Replacement of licence	1112
7. Inspection of or taking extracts from the record kept under section 28 of the Act	1112
8. Registration of securities and other matters
(a) Examination of prospectus or other offer documents	111,112
(b) examination of documents not being prospectus, offer documents or documents issued pursuant to continuing obligations under ihe Act	55,556
(c) initial public offer of securities	0.25% of the share capital and revenue reserve
(d) any subsequent public offer by the same issuer	0.25% of the share capital and revenue reserves over and above the reserves at (c)
(e) rights issue	0.25% of the value of issue
(f) capitalisation issue	0.25% of capitalisation value of issue and revenue reserves over and above reserves at (c)
(g) private placement	0.25% of the value per issue
(h) registration of securities pursuant to notice under section 32 (3)(b)	0.25% of share capital and revenue reserves
(i) authorisation of takeover or merger transaction	0.25% of the value of the transaction
(j) grant of waiver under Rule 56 of the Securities (Take Overs and Mergers) Rules	500,000
(k) securities exchange buy side of the trade	0.125% of the value of the trade
(l) securities exchange sell side of the trade	0.125% of the value of the trade
(m) off-market buy side of the trade	0.125% of the value of the trade
(n) off-market sell side of the trade	222,222
(2) The provision of clause S(l) shall apply to debt securities, where applicable

9. Authorisation of collective investment scheme	222,222
10. Annual fees:
(a) Issuers of securities, including collective investment schemes	66,666
(b) Securities exchange	1% of gross earnings excluding buy and sel trades
11. Amendment of a licensing condition	50% of applicable license category
12. Application for exemption from any provision of the Act submitted with an application for a licence	100% of license fees
13. Inspection fee	4,200 per hour (applicable to dealers and investment advisers
14. Application for reprinting of licence/certificate	3.334
15. Levy on Collective Investment Scheme per portfolio/fund	0.125% per fund (monthly)
16. Levy on foreign Collective Investment Scheme	0.125% per fund
17. Levy for funding of compensation Fund	11,112 annually
18. Authorisation of Collective Investment Scheme - single portfolio/fund	222,222
19. Authorisation of Collective Investment Scheme - multiple portfolio/fund	333.334
20. Authorisation of Collective Investment Scheme - single closed-end portfolio/fund	222,222
21. Authorisation of Collective Investment Scheme - multiple closed-end portfolio/fund	333.334
22. Authorisation of an intermediary	66.666 annual fee
23. Authorisation of transfer secretary	66.666 annual fee
24. Approval of securities depository	66.666 annual fee
25. Annual levy on securities depositories	1% of turnover
26. Approval for conducting a continuous professional development programme	5,556
27. Authorisation of asset management	66.666 annually
28. Approval for custodial services	66.666 annually
29. Approval for trustee of a collective investment scheme	66.666
30. Approval of nominee company	66.666

SECURITIES (REGISTRATION OF SECURITIES) RULES

[Section 32]

[Re-denominate the currency as stipulated under S 4 of Re-denomination Act, 8 of 2012, read with Bank of Zambia Act, 43 of 1996.]

Arrangement of Rules

PART I
PRELIMINARY

Rule

1. Title

2. Interpretation

3. Application

PART II
REGISTRATION STATEMENT

4. Registration statement

5. Letter of application

6. Bankers, etc.

7. Declaration

8. Supporting documents

PART III
PROSPECTUS

9. Information to be contained in prospectus

10. False or misleading prospectus

PART IV
CONTINUING OBLIGATIONS OF ISSUERS OF REGISTERED SECURITIES

11. Corporate disclosure policy

12. Closure of books

13. Notice of general meeting

14. Distribution of directors' report and annual accounts

15. Information to accompany directors' report and annual accounts

16. Additional information if accounts do not give true and fair view

17. Interim reports, etc.

18. Board meetings

19. After board meetings

20. Commission to be notified of certain decisions

21. Basis of allotment

22. Winding-up and liquidation

23. Pre-emptive rights

24. Approval of documents

25. Directors' service contracts

26. Subsequent registration

27. Proxy forms

28. Equality of treatment

29. Response to inquiries

[Rules by the Securities and Exchange Commission]

SI 164 of 1993.

PART I
PRELIMINARY

1. Title

These Rules may be cited as the Securities (Registration of Securities) Rules.

2. Interpretation

(1) Under these Rules, unless the context otherwise requires—

"articles" means articles of association;

"Chief Executive" means a person who either alone or together with one or more persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of a registered securities issuer;

"debt securities" means debenture or loan stock, debentures, bonds, notes and other securities or instruments acknowledging, evidencing or creating indebtedness, whether secured or unsecured and options, warrants or similar rights to subscribe or purchase any of the foregoing, and convertible debt securities;

"convertible debt securities" means debt securities convertible into or exchangeable for equity securities or other property;

"convertible equity securities" means equity securities convertible into or exchangeable for shares;

"director" includes any person who occupies the position of a director, by whatever name called;

"equity securities" means shares (including preference shares), convertible equity securities and options, warrants or similar rights to subscribe or purchase shares or convertible equity securities;

"issuer" means a company or other legal person any of whose equity or debt securities are the subject of an application for registration or some of whose equity or debt securities are already registered;

"new applicant" means, in the case of equity securities, an applicant for registration none of whose equity securities is already registered and, in the case of debt securities, means an applicant for registration none of whose equity or debt security is already registered;

"profit forecast" means any numerical or verbal indication of the level of profit for a future accounting period, or for a past accounting period for which results have not been announced to the public, including forms of words which may be used in conjunction with published data to arrive at an approximate figure for future profit by an arithmetical process;

"prospectus" means a prospectus, notice, circular, advertisement of other invitation to the public to acquire or apply for any securities;

"registered", in relation to securities, means registered under Part V of the Act;

"reporting accountant" means the professional accountant who is responsible for the preparation of the accountants' report required to be included in the prospectus;

"securities" has the same meaning as in section 2 of the Act;

"substantial shareholder" means, in relation to a company, a person who is entitled to exercise, or control the exercise of, ten per cent or more of the voting power at any general meeting of the company.

(2) For the purposes of these Rules, a company is a subsidiary of another company if—

(a) that other company—

(i) controls the composition of the board of directors of the first-mentioned company;

(ii) controls more than half of the voting power of the first-mentioned company; or

(iii) holds more than half of the issued share capital of the first-mentioned company (excluding any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

(b) the first-mentioned company is a subsidiary of any company which is that other company's subsidiary.

(3) In these Rules, references to the certification of a document are references to its certification as a true copy or extract (as the case may be) by a director, the secretary or other authorised officer of the issuer or by a member of the issuer's auditors or solicitors.

3. Application

(1) These Rules apply to all securities that are required to be registered under Part V of the Act.

(2) The requirements of these Rules are not exhaustive in that an applicant for the registration of securities may be required by the Commission to supply such further documents and information as the Commission may require in any particular case or class of case.

PART II
REGISTRATION STATEMENT

4. Registration statement

A registration statement for the purposes of section 32 of the Act shall consist of the following—

(a) a formal letter of application to the Commission signed by a duly authorised officer of the issuer whose securities are the subject of the application for registration, and which complies with the requirements of rules 5, 6 and 7;

(b) the various supporting documents specified in rule 8; and

5. Letter of application

A formal letter of application for registration shall, in substantially the order given in the First Schedule to these Rules, embody the information indicated in that Schedule.

6. Bankers, etc.

The application shall also contain—-

(a) the names and addresses of the issuer's principal bankers, authorised legal or other representatives; and

(b) the name, address and professional qualifications of the issuer's auditors.

7. Declaration

A letter of application must include a declaration, stated to be to the best of the issuer's knowledge, information and belief—

(a) where a prospectus is required, that all information required to be included in the prospectus pursuant to Part III has been included; and

(b) that there are no other facts bearing on the issuer's application for registration which, in the issuer's opinion, should be disclosed to the Commission.

8. Supporting documents

In support of its letter of application for registration the applicant must lodge with the Commission at the same time the following documents—

(a) a certified copy of its certificate of incorporation;

(b) a certified copy of its articles and all amendments to date;

(c) the annual report and accounts for each of the three completed financial years of the issuer and its subsidiaries, if any, immediately preceding the application or such shorter period as may be accepted by the Commission;

(d) a certified copy of—

(i) the resolution of the issuer in general meeting authorising the issue of all securities for which registration is sought; and

(ii) the resolution(s) of the board of directors authorising the issue and allotment of such securities, the making of the application for registration, and approving and authorising the issue of the prospectus is (where a prospectus is required).

(e) a certified copy of any resolution of the issuer in general meeting or of the board of directors authorising any alterations in the share capital of the company, or any mergers or amalgamations, within the period of five years preceding the date of the application for registration; and

(f) in addition, in the case of debt securities, a copy of the trust deed or other document securing or constituting the debt securities; and

(g) such other documentation as may be required by the Commission.

PART III
PROSPECTUS

9. Information to be contained in prospectus

Where a prospectus is required, the prospectus shall contain the specific items of information specified in section A of the Second Schedule to these Rules with regard to equity securities, and in section B of that Schedule with regard to debt securities.

10. False or misleading prospectus

If a prospectus issued for the purposes of Part V of the Act is false or misleading in a material particular, each of the directors of the issuer shall be guilty of an offence and shall be liable on conviction to a fine not exceeding five million kwacha or to imprisonment for a term not exceeding three years or to both.

PART IV
CONTINUING OBLIGATIONS OF ISSUERS OF REGISTERED SECURITIES

11. Corporate disclosure policy

Generally and apart from compliance with all the specific requirements of this Part, the issuer shall keep the Commission, members of the issuer and other holders of its registered securities informed as soon as reasonably practicable of any information relating to the issuer and its subsidiaries, if any, that—

(a) is necessary to enable them and the public to appraise the financial position of the issuer and its subsidiaries, if any;

(b) is necessary to avoid the establishment of a false market in its securities; and

12. Closure of books

The issuer shall publish in at least two newspapers circulating throughout Zambia notice of the closure of its register of members at least fourteen calendar days before such closure.

13. Notice of general meeting

The issuer shall publish in at least two newspapers circulating throughout Zambia notice of every general meeting not less than fourteen calendar days before such meeting.

14. Distribution of director's report and annual accounts

The issuer shall send to every member of the issuer a copy of the directors' report and its annual accounts (which must be prepared in accordance with the requirements of the Act), not less than twenty-one calendar days before the date of the issuer's annual general meeting.

15. Information to accompany directors' report and annual accounts

The issuer shall include in its directors' report and accounts—

(a) a description of the principal activities of the issuer and its subsidiaries, if any, and, where two or more such activities are so described, a statement giving in respect of each such activity the turnover;

(b) a geographical analysis of consolidated turnover; and of its subsidiaries outside Zambia;

(i) the name of every subsidiary, its principal country of operation, its country of incorporation and its main business; and

(ii) particulars of the issued share capital and debt securities of every subsidiary:

Provided that if, in the opinion of the directors of the issuer, the number of them is such that compliance with this paragraph would result in particulars of excessive length being given, compliance with this paragraph shall not be required except in the case of subsidiaries carrying on a business the results of the carrying on of which, in the opinion of the directors, materially affected the amount of the profit or loss of the issuer and its subsidiaries, if any, or the amount of the assets of the issuer and its subsidiaries, if any—

(d) a statement as at the end of the relevant financial year showing—

(i) the interests of each director and chief executive of the issuer in the equity or debt securities of the issuer or any subsidiary; and

(ii) the details of any right to subscribe for equity or debt securities of the issuer granted to any director or chief executive of the issuer, and of the exercise of any such right;

(e) the statement required by paragraph (d) must—

(i) distinguish between beneficial and non-beneficial interests; and

(ii) specify the company in which securities are held, the class to which those securities belong and the number of such securities held;

(f) in the event of operating results shown by the accounts for the period under review differing materially from any published forecast made by the issuer, an explanation of the difference;

(g) a statement by the directors as to the reasons for any significant departure from applicable standard accounting practices in Zambia;

(h) a statement as at the end of the financial year showing as regards, first bank loans and overdrafts and, secondly, other borrowings of the issuer and its subsidiaries, if any, the aggregate amounts repayable—

(i) on demand or within a period not exceeding one year;

(ii) within a period of more than one year but not exceeding two years;

(iii) within a period of more than two years but not exceeding five years;

(iv) within a period of more than five years;

(i) in respect of the financial year, a statement of the amount of interest capitalised by the issuer and its subsidiaries, if any, during the year;

(j) a statement as to the period unexpired of any service contract, which is not determinable by the employer within one year without payment of compensation, (other than any statutory compensation), of any director proposed for election at the forthcoming annual general meeting or, if there are no service contracts, a statement of that fact;

(k) summary particulars of any contract of significance subsisting during or at the end of the financial year in which a director of the issuer is or was materially interested, either directly or indirectly, or, if there has been no such contract, a statement of that fact;

(l) summary particulars of any contract of significance between the issuer, or one of its subsidiary companies, and a controlling shareholder or any of its subsidiaries;

(m) summary particulars of any contract of significance for the provision of services to the issuer and its subsidiaries, if any, by a controlling shareholder or any of its subsidiaries;

(n) summary particulars of any arrangement under which a director has waived or agreed to waive any emoluments;

(o) summary particulars of any arrangement under which a shareholder has waived or agreed to waive any dividends;

(q) a summary, in the form of a comparative table, of the results and of the assets and liabilities of the issuer and its subsidiaries, if any, for the last five financial years, with any necessary explanations or adjustments for changes in capital to make the figures fully comparable one year with another.

16. Additional information if accounts do not give true and fair view

If the relevant annual accounts do not give a true and fair view of the state of affairs and profit and loss of the issuer of the issuer and its subsidiaries, if any, more detailed and/or additional information must be provided.

17. Interim reports etc.

(1) The issuer shall prepare in respect of the first six months of each financial year of the issuer, unless that financial year is of six months or less, an interim report containing at least the information required by sub-rule(2) and, not later than four months after the end of that period of six months, the issuer shall—

(a) publish in the newspapers an announcement containing the information required by sub-rule(2) to be contained in the interim report, the day after approval by or on behalf of the board;

(b) supply the Commission immediately on publication with the names of the relevant newspapers and the date of the publication; and

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CHAPTER 354 - SECURITIES ACT: SUBSIDIARY LEGISLATION

INDEX TO SUBSIDIARY LEGISLATION

Securities (Conduct of Business) Rules

Securities (Transitional) Rules

Securities (Licensing, Fees and Levies) Rules

Securities (Registration of Securities) Rules

Securities (Accounting and Financial Requirements) Rules

Securities (Specification of Approved Assets, Liquid Assets and Ranking Liabilities) Notice

Securities (Registration of Securities)(Investment Companies) Rules

Securities (Collective Investment Schemes) Rules

Securities (Takeovers and Mergers) Rules

Securities (Advertisements) Rules

Securities (Compensation Fund) Regulations

Securities (Capital Markets Tribunal) Rules

SECURITIES (CONDUCT OF BUSINESS) RULES

[Section 48]

Arrangement of Rules

Rule

PART I
PRELIMINARY

1. Title

2. Interpretation

3. Application

PART II
STATEMENTS OF PRINCIPLE

4. Principles of best practice

PART III
CONDUCT OF BUSINESS

5. Independence

6. Material interest

7. Inducements

8. Issue of advertisements

9. Identification of issuer

10. Fair and clear communications

11. Customers' understanding of risk

12. Information about the licensee

13. Information about collective investment schemes

14. Representatives of licensee

15. Where customer agreement required

16. Customer agreements

17. Customers' rights

18. Suitability

19. Charges

20. Confirmation and periodic information

21. Customer order priority

22. Timely execution

23. Best execution

24. Timely allocation

29. Safeguarding of customer investments

30. Complaints

31. Compliance

32. Supervision

33. Customer confidentiality

34. Cessation of business

35. Suspension or revocation of License

SI 168 of 1993.

PART I
PRELIMINARY

1. Title

These Rules may be cited as the Securities (Conduct of Business) Rules.

2. Interpretation

In these Rules, unless the context otherwise requires—

"customer" means a person for whom a licensee acts as an agent and to whom the licensee owes a duty of care, and includes a potential customer;

"licensee" means a person licensed under Part IV of the Act;

"own account transaction" means a transaction effected or arranged by the licensee in the course of carrying on his securities business and which was done on his own account;

"regulatory system" means the arrangements for regulating a licensee under the Act and subsidiary legislation made thereunder or directions given by the Commission.

3. Application

(1) These Rules, which include the statements of principle in Part II, apply in relation to all licensees in respect of their securities business.

PART II
STATEMENTS OF PRINCIPLE

4. Principles of best practice

In his conduct of securities business, a licensee shall at all times act according to the principles of best practice and, in particular, shall—

(a) observe high standard of integrity and fair dealing;

(b) act with due skill, care and diligence;

(e) take reasonable steps to give every customer he advises, in a comprehensible and timely way, any information needed to enable the customer to make a balanced and informed investment decision;

(g) protect properly, by way of segregation and identification, those customer assets for which a licensee is properly responsible;

(h) maintain adequate financial resources to meet his securities business commitments and withstand the risk to which his business is subject;

(i) organise and control his internal affairs in a responsible manner;

(j) keep proper records;

(k) have adequate arrangements to ensure that all staff employed are suitable, adequately trained and properly supervised, together with well-defined compliance procedures; and

(l) deal with the Commission in an open and co-operative manner and keep the Commission informed of anything concerning the licensee that might reasonably be expected to be disclosed to it.

PART III
CONDUCT OF BUSINESS

5. Independence

Where a licensee is advising or acting for a customer—

(a) he shall not claim he is independent or impartial if he is not; and

(b) he shall ensure that any claim he makes as to his independence or impartiality adequately includes any limitation that there may be on either.

6. Material Interest

(a) fairly disclosed that material interest or relationship, as the case may be, to the customer; or

(b) taken reasonable steps to ensure that neither the material interest nor relationship adversely affects the interests of the customer.

7. Inducements

8. Issue of advertisements

Where a licensee issues an advertisement concerning his securities business, he shall take all reasonable steps to ensure that"“

(a) the contents and presentation of the advertisement are demonstrably fair and not misleading;

(b) the advertisement discloses fairly the risks concerned.

9. Identification of issuer

Where a licensee issues an advertisement concerning securities business, he shall ensure that the advertisement identifies him as the advertiser.

10. Fair and clear communications

11. Customer's understanding of risk

A licensee shall not—

(a) recommend a transaction to a customer, or effect a discretionary transaction with or for him, unless he has taken all reasonable steps to enable the customer to understand the risks involved;

(b) mislead a customer as to any advantages or disadvantages of a contemplated transaction; or

12. Information about the licensee

13. Information about collective investment schemes

Before or when making a personal recommendation to a customer to invest in a collective investment scheme, a licensee shall give him—

(a) information about the scheme which is adequate to enable him to make an informed investment decision;

(b) appropriate written particulars.

14. Representatives of licensee

(1) A licensee shall satisfy himself on reasonable grounds and on a continuing basis that any representative he appoints is fit and proper to act for him in that capacity.

15. Where written customer agreement required

(1) A licensee shall not provide to a customer any securities services relating to—

(a) the discretionary management of a portfolio; or

(b) any other type of business that is prescribed by the Commission, except under a written agreement signed by the customer and returned to licensee.

16. Customer agreements

17. Customers' rights

(1) Licensee shall not, in any written communication or agreement, seek to exclude or restrict—

(a) any duty or liability to a customer which he has under the Act or any subsidiary legislation made thereunder;

(b) any other duty to act with skill, care and diligence that is owed to a customer in connection with the provision to him of securities services;

(c) any liability owed to a customer for failure to exercise the degree of skill, care and diligence that may reasonably be expected of him in the provision of securities services.

(2) A purported exclusion or restriction prohibited by this rule shall be void and of no effect.

18. Suitability

19. Charges

(1) A licensee's charges shall not be unfair in their incidence or unreasonable in their amount having regard to all relevant circumstances.

20. Confirmation and periodic information

21. Customer order priority

A licensee shall deal with customer and own account orders fairly and in due turn.

22. Timely execution

23. Best execution

Where a licensee deals with or for a customer he shall take all reasonable steps to find and deal on the terms which are the best available to the customer.

24. Timely allocation

A licensee shall ensure that a transaction he executes is promptly allocated.

25. Fair allocation

(a) he shall not give unfair preference to himself or to any of those for whom he dealt; and

(b) if all orders cannot be satisfied, he shall give priority to satisfying orders for customer transactions.

26. Front running

27. Churning

A licensee shall not—

(a) deal or arrange a deal in the exercise or discretion for any customer; or

(b) advise a customer to deal,

if the dealing could in the circumstances reasonably be regarded as too frequent or too large.

28. Insider dealing

29. Safeguarding of customer investment

A licensee who has custody of a customer's securities in connection with or with a view to securities business shall—

(a) keep safe, or arrange for the safekeeping of, any documents of title, or documents evidencing title, relating to them; and

(b) ensure that any securities that he buys or holds for a customer are properly registered in his name or, with the consent of the customer, in the name of an appropriate nominee.

30. Complaints

A licensee shall have internal procedures to ensure the proper handling of complaints from customers and to ensure that any appropriate remedial action on those complaints is promptly taken.

31. Compliance

(1) A licensee shall take reasonable steps, including the establishment and maintenance of procedures, to ensure that—

(a) his officers, employees and other representatives are aware of their obligations under the Act and any subsidiary legislation made thereunder, and that they act in conformity with them; and

(b) sufficient information is recorded and retained about his securities business and compliance with the regulatory system.

32. Supervision

A licensee shall establish and maintain procedures-

(a) for the supervision of each of his officers, employees and other representatives; and

(b) for ensuring that each such person does not give advice or provide services of such a nature as is beyond his competence to give or to provide.

33. Customer confidentiality

(1) Subject to sub-rule(2), all information in the possession of a licensee relating to a customer shall be kept confidential by the licensee.

34. Cessation of business

Where a licensee decides to withdraw from securities business he shall—

(a) forthwith notify the Commission and each of his customers of such decision; and

(b) ensure to the satisfaction of the Commission that any such business which is outstanding is properly completed or transferred to another licensee.

35. Suspension or revocation of licence

A licensee who contravenes any of the provisions of these Rules shall be guilty of an offence and his licence shall be liable to suspension or revocation under section 24 of the Act.

SECURITIES (TRANSITIONAL) RULES

[Section 78]

Arrangement of Rules

Rule

1. Title

2. Interpretation

3. Transitional provisions

SI 169 of 1993.

1. Title

These Rules may be cited as the Securities (Transitional) Rules.

2. Interpretation

In these Rules, unless the context otherwise requires, "collective investment scheme" has the same meaning as in section 72 of the Act.

3. Transitional provisions

(1) Where a person would, but for these Rules, be liable to a penalty for not being licensed under Part IV of the Act, subject to sub-rule (4) that person shall not be so liable—

(a) until the expiration of a period of seven days after the commencement of the Act; or

(b) where, before the expiration of that period, that person applies to be licensed, until—

(i) the license is granted; or

(ii) the application for a license is withdrawn or refused.

(a) until the expiration of a period of two months after the commencement of the Act; or

(b) where, before the expiration of that period, that person applies for the registration of the publicly traded securities, until—

(i) such securities are registered; or

(ii) the application for registration is withdrawn or refused.

(a) until the expiration of a period of seven days after the commencement of the Act; or

(b) where, before the expiration of that period, that person applies for the authorisation of the collective investment scheme, until—

(i) the collective investment scheme is authorised; or

(ii) the application for authorisation is withdrawn or refused.

(4) Except for the periods of grace allowed by sub-rules(1), (2) and (3), all of the other provisions of the Act shall apply in all cases and in all respects.

SECURITIES (LICENSING, FEES AND LEVIES) RULES

[Section 78]

[Re-denominate the currency as stipulated under S 4 of Re-denomination Act, 8 of 2012, read with Bank of Zambia Act, 43 of 1996.]

Arrangement of Rules

Rule

PART I
PRELIMINARY

1. Title

2. Interpretation

PART II
LICENSES

3. Applications

4. Directions in forms

5. Manner of application for license

6. Alteration of facts disclosed in applications

7. General conditions

8. Replacement of license

9. Display of license

10. Change of principal

PART III
FEES AND LEVIES

11. Fees

12. Waiver, etc. by Commission

13. Compensation fund levy

FIRST SCHEDULE

SECOND SCHEDULE

THIRD SCHEDULE

[Rules by the Securities and Exchange Commission]

SI 165 of 1993,

SI 153 of 1995,

SI 19 of 1998,

SI 70 of 1998,

SI 104 of 2000,

SI 31 of 2001,

SI 69 of 2001,

SI 20 of 2005,

SI 82 of 2013.

PART I
PRELIMINARY

1. Title

These Rules may be cited as the Securities (Licensing, Fees and Levies) Rules.

2. Interpretation

In these Rules, unless the context otherwise requires—

"financial year" means the period from 1st April to 31st March;

"license" means a license under Part IV of the Act and "licensee" shall be construed accordingly.

PART II
LICENSES

3. Applications

Applications for the purposes described in the second column of the First Schedule shall be in the form specified in the third column, such forms being set out in the Second Schedule.

4. Directions in forms

A form prescribed by these Rules shall be completed in accordance with any directions specified in the form.

5. Manner of application for license

(1) An application for a license or renewal of a license in the form prescribed together with any relevant annexures shall been closed in a sealed envelope and lodged with the Commission.

(b) a copy of the report of the auditors thereon (certified as aforesaid).

(4) The Commission may refuse to accept any application made under these Rules if it is not accompanied by the license fee prescribed.

6. Alteration of facts disclosed in applications

An application for a license under Part IV of the Act shall forthwith give written notice to the Commission of—

(a) any proposed alteration to; or

(b) the occurrence of any event which he knows affects or may affect in a material respect;

information supplied by him to the Commission in relation to his application, being a proposal or event made or occurring while the application is pending a decision by the Commission.

7. General conditions

It shall be a condition of every license that—

(a) the license shall be personal to the applicant and shall not be transferable;

(b) the holder of the license shall forthwith give written notice to the Commission of- General conditions

(i) any proposed alteration to, or

(ii) the occurrence of any event which he knows affects or may affect in any material respect,

any matter in respect of which he was required to supply information to the Commission in the course of his application for that license;

(i) the implementation of any alteration of the kind referred to in sub-rule(b)(i); or

(ii) the taking of action resulting from any event of the kind referred to in sub-rule(b)(ii); and

(d) a license shall not carry on, nor hold himself out as carrying on, any securities business other than that permitted by his license and from any premises specified in his license.

8. Replacement of license

Where the Commission is satisfied that a license has been inadvertently lost, destroyed or defaced, the Commission shall replace the license on payment by the licensee of the prescribed fee.

9. Display of license

(1) Every holder of a license granted under Part IV of the Act shall display his license at all premises in which he transacts with the public the securities business authorised by the license.

(2) The requirement in sub-rule (1) shall not be satisfied unless the license is displayed in such a manner as to be readily visible to the public.

10. Change of principal

A dealer's representative or an investment representative shall not change his principal in relation to which his license was issued unless he has lodged a notice in Form 12 with the Commission.

PART III
FEES AND LEVIES

11. Fees

The fees prescribed in the Third Schedule shall be payable to the Commission, with respect to—

(a) the grant and renewal of licenses;

(b) the registration of securities under Part V of the Act; and

12. Waiver, etc. by Commission

13. Compensation fund levy

(1) The amount to be deposited under sub-section (1) of section 31 of the Act shall be—

(a) five per cent of the net capital employed in the licensee's business; or

(b) one million kwacha, whichever is less.

(2) Such amount shall be payable—

(a) within seven days, or such further time as the Commission may in a particular case allow, after grant of the license; and

(b) at such times thereafter as the Commission, having regard to the purposes and requirements of Part IX of the Act, shall direct.

[Am by SI 153 of 1995.]

FIRST SCHEDULE

[Rule 3]

LIST OF FORMS

First Column	Second Column	Third Column
Provisions of Act or Rules	Description of Form	Number of Form in Second Schedule
section 8 (1)	Application by company to be licensed as a securities exchange	1
section 21 (1)	Application by a company for dealer's license	2
section 21 (1)	Application by an individual for investment adviser's license	3
section 21 (1)	Application by a company for investment adviser's license	4
section 21 (1)	Application for renewal of dealer's license or investment adviser's license	5
section 21 (1)	Application for representative's license	6
section 21 (1)	Application for renewal of representative's license	7
section 28 (1)	Record of securities	8
section 29 (1)	Notice of place at which record is to be kept	9
section 29 (3)	Notice of change of place of business and change of place at which record is kept	10
section 29 (2)	Notification of cessation of business	11
Rule 11	Notice of change of representative's principal and notice of change of place at which record is kept	12