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                The Securities Commission

                Article (7)
                A- A Commission known as the (Securities Commission) shall be established, and shall have a legal personality with financial and administrative autonomy. As such, the Commission may acquire movable and immovable property and perform all legal acts necessary to achieve its objectives, including concluding contracts, borrowing, accepting assistance, gifts and donations.
                The Commission shall have the right to sue and be sued, and may be represented in legal proceedings by the Civil Attorney General or any attorney it appoints for this purpose.
                B- The Commission shall report to the Prime Minister.
                C- The Commission’s headquarters shall be in Amman.

                Article (8)
                A- The Commission shall in particular aim to achieve the following:
                1. Protecting investors in securities;
                2. Regulating and developing the capital market to ensure fairness, efficiency and transparency;
                3. Protecting the capital market from the risks that might face it.
                B- In order to achieve its objectives, the Commission shall assume the following main responsibilities and authorities:
                1. Regulating and monitoring the issuance of securities and dealing therein;
                2. Insuring full and accurate disclosure by Issuers of the material information necessary to investors and relevant to the public issuance of securities.
                3. Regulating and monitoring disclosure including the periodic reports prepared by Issuers.
                4. Regulating licensing and registration, and monitoring the activities of Licensed and Registered Persons in the capital market.
                5. Regulating and monitoring the Stock Exchange and Trading Markets in Securities.
                6. Regulating and monitoring the Center.
                7. Regulating Mutual Funds and Investment Companies.

                Article (9)
                A- The Commission shall not engage in any commercial activity, participate in commercial projects, lend any funds, or own or issue any securities.
                B- Subject to the approval of the Council of Ministers, the Commission may borrow and own securities issued by the Government, public official institutions, public institutions or municipalities.

                Article (10)
                A- A Board known as the (Board of Commissioners of the Commission) shall undertake the administration of the Commission and the supervision of its affairs. The Board shall be composed of five Commissioners. Each Commissioner must be a Jordanian natural person, must serve on the Board on a full time basis, and must be experienced and specialized.
                B- The Commissioners, including the Chairman and the Deputy Chairman, shall be appointed for a five year term renewable once, by a decision of the Council of Ministers upon the Prime Minister’s recommendation, endorsed by a Royal Decree. Any Commissioner may be replaced by another for the outstanding period of the Board’s term in accordance to the same procedures.
                C- The salaries, benefits and all financial entitlements of the Commissioners shall be determined by a decision of the Council of Ministers.
                D- The Commissioners shall take the following oath before the Prime Minister, prior to assuming their positions:
                (I swear by Almighty Allah to be loyal to the King and the Country, to uphold the Constitution, to abide by the Laws and Regulations in force and to perform the functions and duties entrusted to me with honor, honesty and dedication).

                Article (11)
                A- Upon assuming his duty, each Commissioner shall declare in writing to the Board any securities which are owned thereby, at his disposal or at the disposal of any relatives thereof, as well as any shares or stocks in any Financial Services Company owned thereby, or at his disposal or at the disposal of any relatives thereof. The Commissioner shall also declare in writing to the Board any changes to the aforementioned within three days of the member’s knowledge thereof.
                B- The Commissioner shall not practice any other profession or assume any other job, including occupying a ministerial post, being a member of the Parliament, or occupying any other post or job in the Government, an official public institution, public institution, a municipality, or any company or corporation. He shall not be in a position to influence the decisions of such entities or acts in a consultative capacity thereto.

                Article (12)
                The Board shall assume all the necessary authorities to achieve the Commission’s objectives in accordance with the provisions of this Law, and carry out the responsibilities and authorities stipulated in accordance with its provisions, including the following:
                A- Formulating the Commission’s general policy and drawing up the programs necessary for its implementation;
                B- Approving the trading of any security outside the Market;
                C- Approving the listing of any Jordanian security on any trading markets in securities outside the Kingdom;
                D- Rejecting applications for the registration of securities, or ceasing or prohibiting any issuance thereof;
                E- Suspending or ceasing dealings in any security for the period it deems appropriate;
                F- Approving the establishment and registration of Mutual Funds;
                G- Granting the license and registration issued pursuant to the provisions of this Law;
                H- Restricting, suspending, ceasing or canceling, for the period it deems necessary, the licensing or registration granted to any person ;
                I- Renewing or declining the renewal of the license or registration granted to any person;
                J- Setting the fees for issuing licenses or registrations or for renewals thereof;
                K- Approving the services fees, charges and commissions, charged by the Market and the Center pursuant to their respective bylaws;
                L- Setting the minimum and maximum limits of commissions which the Financial Services Companies and Licensed Persons may charge their clients;
                M- Adopting the accounting, auditing and performance evaluation standards to be followed by the parties subject to the Commission’s monitoring;
                N- Setting the standards and eligibility conditions required for auditors qualified to audit the accounts of the entities subject to the Commission’s monitoring and supervision;
                O- Establishing cooperation relations with Arab and foreign securities commissions and Arab, regional and international organizations specialized in capital markets;
                P- Reviewing the decisions issued by the Market and the Center and terminating their implementation of any of them;
                Q- Issuing the required instructions for administering the Commission, and any other instructions or decisions to implement the provisions of this Law and the regulations issued pursuant thereto, or amending or repealing such;
                R- Preparing draft laws and regulations related to securities;
                S- Preparing the Commission’s annual budget and submitting it to the Council of Ministers for endorsement;
                T- Any other matters that the Chairman presents to the Board.

                Article (13)
                A- The Chairman shall be the Commission's chief executive and chief financial officer. He shall be responsible for implementing the Commission’s policy and the management of its affairs. As such, he shall assume the following:
                1. Implementing the decisions adopted by the Board;
                2. Signing contracts as authorized by the Board.
                3. Signing, solely or jointly with others, the reports, accounting data, financial statements, correspondence, and documents of the Commission.
                B- The Deputy Chairman shall perform the duties and functions assigned to him by the Chairman and shall exercise the powers of the Chairman in his absence or if his post becomes vacant.
                C- The Commissioners shall undertake the duties and functions assigned thereto by the Chairman.
                D- The Chairman may delegate any of his powers stipulated in this Law to any Commissioner. He may also delegate any of his powers to any employee of the Commission, provided that the delegation is in writing and specific.

                Article (14)
                A- The Board shall meet at least once each month and whenever it is deemed necessary, upon the invitation of the Chairman or his Deputy when absent. The Board meetings quorum shall consist of four members, provided that the Chairman, or in absence thereof, the Deputy Chairman, is in the quorum. The Board
                decisions and recommendations shall be adopted by a majority of at least three votes of the attending members. No member shall refrain from voting. A member voting against a decision shall state his opposition in writing and sign thereon.
                B- The provisions and procedures governing Board meetings shall be specified in instructions it issues for this purpose.

                Article (15)
                A- The following shall be subject to the Commission’s monitoring and supervision in accordance with the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto:
                1. Issuers;
                2. Licensed Persons;
                3. Registered Persons;.
                4. The Market;
                5. The Center;
                6. Mutual Funds and Investment Companies.
                B- The entities referred to in Paragraph (A) of this Article shall be subject to inspection and to the auditing of its documents, records and registers by the competent entity within the Commission legally authorized to do so.
                C- To realize the purposes of this Law and the regulations, instructions and decisions issued pursuant thereto, the documents, records and registers, wherever mentioned, shall include the bank statements, correspondence, memoranda, documents, computer files, or any other means for filing information and data whether written or electronic.

                Article (16)
                A- Prior to issuing any instructions in accordance with the provisions of this Law or the regulations issued pursuant thereto, or introducing any amendment thereto, the Board may publish the draft instructions or amendments to enable others to comment in writing thereon within a period of no less than (14) days from the date of publication.
                B- The Board shall issue the instructions referred to in Paragraph (A) of this Article after considering any comments received thereon, provided that the instructions shall come into effect as of the date stipulated therein.
                C- The instructions shall be published by the means that the Commission deems appropriate, including by posting on its website on the Internet or any other data network.

                Article (17)
                A- The Commission may, through the competent entity therein, conduct any investigation, inspection or auditing to determine if any person has violated or has taken preparatory measures to violate any of the provisions of this Law or the regulations, instructions and decisions issued pursuant thereto.
                B- The Commission may investigate, through the competent entity therein, any information, circumstances or practices it deems necessary and appropriate for the implementation of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto.
                C- The Commission, through the competent entity therein, and for the purpose of carrying out the investigations referred to in Paragraphs (A) and (B) of this Article, may carry out any of the following:
                1. Audit and make copies of the documents, records and registers of any Licensed or Registered Person, or any entity subject to Commissions monitoring and supervision, and inspect such with or without a prior notice;
                2. Summon witnesses to testify under oath, and to submit any documents and papers pertaining to the investigated matter.
                D- The Commission may enlist the services of experts and specialists in conducting the investigations, inspections and audits referred to in Paragraph (A) of this Article.

                Article (18)
                The following shall be considered violations of the provisions of this Law:
                A- Failure of a Licensed Person, Registered Person or any entity subject to the Commission’s monitoring and supervision to comply with the Commission’s requests to submit the required documents or papers or to appear for testimony, in which case the Board may cancel the license or registration.
                B- Failure of any person, other than the Licensed or Registered Person, or any entity subject to the control and supervision of the Commission, to comply with the Commission’s requests to submit the required documents or papers or to appear for testimony.

                Article (19)
                A- If the Board upon a determination of good cause, deems that the protection of investors dictates taking immediate measures, it may take, for the period it deems appropriate, one or more of the following measures:
                1. Ceasing or suspending any activity related to the securities or a specific security;
                2. Suspend the public offer of a security;
                3. Suspend the activities of a Licensed or Registered Person.
                B- The Board may adopt a temporary order to cease and desist the activities of a Licensed or Registered Person who commits or attempts to commit any violation that is likely to result in dissipation or conversion of assets, or cause harm to the public interest or to investors. Such temporary order shall remain effective pending the completion of due proceedings by the Commission, unless the order is otherwise cancelled or set aside by the Board.
                C- The Board may carry out any of the measures stipulated in Paragraphs (A) and (B) of this Article regardless of either granting or not, the concerned person the opportunity to hear his statement, subject to the dictate of public interest.
                D- The Licensed or Registered Person subject to the temporary order according to the provisions of Paragraph (B) of this Article may petition to the Commission for a hearing, or to have the order set aside, suspended, or restricted.

                Article (20)
                The Board may, as it deems appropriate, publicize any violation of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto in order to forewarn investors to avert any resultant consequences.

                Article (21)
                A- The Board may conduct an investigation or a hearing to determine whether any person has violated or has taken preparatory measures to violate any provision of this Law or of the regulations, instructions or decisions issued pursuant thereto. An order for investigation shall indicate the nature of the suspected violation and shall set forth the scope of the authority to investigate. The notice for hearing shall indicate the nature of the suspected violation, and shall inform the respondent of the right to be heard and present evidence and shall fix a hearing date and time.
                B- If the Board finds, after conducting the investigation or the hearing, that any person has violated or has taken preparatory measures to violate any provision of this Law or the regulations, instructions or decisions issued pursuant thereto, it may take one or more of the following measures:
                1. Publish the investigation findings;
                2. Issue an order requiring such person to cease and desist from committing, attempting to commit, or causing such violation, or requiring elimination of the violation, as the case may be;
                3. Impose a monetary fine in accordance with Paragraph (A) of Article (22) of this Law;
                4. Order the cessation of issuance of, or trading in any securities of which that person is the Issuer and to which the offence relates;
                5. If the person is a Licensed or Registered Person, suspend or revoke the license or registration, as the case may be.

                Article (22)
                A- The Board may impose monetary fines of no more than JD 50,000 (Fifty thousand Jordan Dinars) on any person in any of the following cases:
                1. If the person violates the provision of this Law and the regulations, instructions and decisions issued pursuant thereto;
                2. If the person willfully aids, abets, counsels or commands any other person to commit the violation;
                3. If the person makes, or causes to be made, in any application or report to be filed with the Commission, any information which is false or misleading with respect to any material fact, or has omitted to state in any such application or report any material fact that should have been stated.
                B- In its decision to impose the fine referred to in Paragraph (A) of this Article, the Board shall take into account that the fine and its amount shall be commensurate with the requirements of public interest, taking into consideration the following:
                1. Whether the violation involved fraud, deceit, manipulation, or deliberate disregard or gross negligence of the requirements stipulated in this Law;
                2. Whether the violation resulted in, directly or indirectly, harm to any person;
                3. Whether the violation has resulted in unjust enrichment, taking into account any restitution made to persons injured by such a violation;
                4. Any other matter dictated by fairness and justice.
                C- The person subject to the fine may appeal to the Board within a period of no more than two weeks from the date of receiving the Board decision. The Board shall issue its decision regarding the appeal within a period of no more than two weeks from the date of receiving the appeal. Failure to decide on the appeal within the specified period shall be regarded as a decision to turn it down. The person shall have the right to appeal the Board's decision before the High Court of Justice, whether the Board responds to the appeal or not.
                D- The Board may refer the committed violations provided for in Paragraph (A) of this Article to the Competent Court.

                Article (23)
                At the request of any securities commission or foreign capital markets regulator, the Commission may support an investigation by that commission or regulator by providing information about Licensed Persons or their business or by carrying out an investigation itself.

                Article (24)
                Any information to which Commissioners and the Commission employees have access shall be deemed confidential, subject to legal liability. However, the Board may disclose information it deems necessary for protecting investors.





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