Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698847133917.pdf (Singapore)
Securities and Futures (Amendment) Bill Bill No.

35/2016.

Read the first time on 7 November 2016.

A BILL i n t i t u l e d An Act to amend the Securities and Futures Act (Chapter 289 of the 2006 Revised Edition) and to make consequential and related amendments to certain other Acts.

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows: Short title and commencement 2 1.
This Act is the Securities and Futures (Amendment) Act 2016 and the Minister appoints by comes into operation on a date that notification in the Gazette.

5 Amendment of long title 2.


The long title to the Securities and Futures Act (called in this Act the principal Act) is amended by deleting the words “securities, futures and derivatives including leveraged foreign exchange trading, and of clearing facilities,” and substituting the words “securities and derivatives industry, including leveraged foreign exchange trading, of financial benchmarks and of clearing facilities,”.

industry, Amendment of section 2 3.
Section 2(1) of the principal Act is amended — (a) by inserting, immediately before the definition of “advising on corporate finance”, the following definitions: “ “administering means — a designated benchmark” (a) controlling the development of the definition of a designated benchmark the purpose of determining a for designated benchmark; (b) controlling the development of the a of determining methodology designated benchmark; (c) controlling the review of the definition of a designated benchmark for the purpose of determining a designated benchmark; (d) controlling the review of methodology designated benchmark; of determining the a 10 15 20 25 30 3 (e) managing any arrangements, the for processes or mechanisms purpose of determining a designated benchmark; (f) collecting, analysing or processing any information or expression of opinion of the determining a designated benchmark; purpose for (g) applying a formula or other methods of calculation to information or expressions of opinion in order to determine a designated benchmark; or (h) monitoring conducting and surveillance of any information or expressions of opinion provided for the a of designated benchmark, determining purpose but does not include providing information in relation to a designated benchmark or any act that is necessary or incidental to providing such information; “administering a financial benchmark” means — (a) controlling the development of the definition of a financial benchmark for the purpose of determining a financial benchmark; (b) controlling the development of the a of determining methodology financial benchmark; (c) controlling the review of the definition of a financial benchmark the purpose of determining a for financial benchmark; 4 (d) controlling the review of methodology financial benchmark; of determining the a (e) managing any arrangements, the for processes or mechanisms purpose of determining a financial benchmark; (f) collecting, analysing or processing any information or expression of opinion of the
 determining a financial benchmark; purpose for (g) applying a formula or other methods of calculation to information or expressions of opinion in order to determine a financial benchmark; or (h) monitoring conducting and surveillance of any information or expressions of opinion provided for the purpose of determining a financial benchmark, but does not include providing information in relation to a financial benchmark or any act that is necessary or incidental to providing such information;”; (b) by inserting, immediately after the definition of “auditor”, the following definitions: “ “authorised benchmark administrator” means a corporation that is authorised by the Authority section 123F(1) as an authorised under benchmark administrator; “authorised benchmark submitter” means is a the section 123ZE(1) as an that corporation Authority under authorised benchmark submitter;”; authorised by 5 (c) by deleting the words “a securities exchange, a futures exchange,” in the definition of “business rules” and substituting the words “an approved exchange,”; (d) by deleting the words “securities exchange, futures exchange,” wherever they appear in the definition of “business rules” and substituting in each case the words “approved exchange,”; (which is (e) by deleting the words “a securities exchange or recognised market operator securities exchange)” in the definition of “business rules” and substituting the words “an approved exchange or a recognised market operator an overseas exchange)”; an overseas (which is (f) by deleting the words “futures contracts, contracts or arrangements for the purposes of foreign exchange trading, contracts or arrangements for the purposes of leveraged foreign exchange trading,” in the definition of “capital markets products” and substituting the words “units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading,”; (g) by deleting the
 definition of “chief executive officer” and substituting the following definition: “ “chief executive officer”, a repository, in relation to an approved exchange, a recognised market operator, a licensed trade licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, the holder of a capital markets services licence, an authorised authorised benchmark designated benchmark other benchmark corporation (called in this definition a relevant person) means any person, by whatever name called, who is — administrator, submitter, submitter an a or any 6 (a) in the direct employment of, or acting the for or by arrangement with, relevant person; and responsible (b) principally the for the management and conduct of business of the relevant person in Singapore;”; (h) by deleting the words “a securities exchange; or” in paragraph (a)(iii) of the definition of “closed‑end fund” and substituting the words “an approved exchange;”; (i) by inserting, immediately after paragraph (a) of the definition of “closed-end fund”, the following paragraph: “(aa) an arrangement mentioned in paragraph (a) of that definition which — (i) has all of the following characteristics: (A) the arrangement is constituted in the form of an entity or as a trust on or after 1 July 2013; (B) under the investment policy of the arrangement, investments are made for the purpose of the participants giving arrangement the benefit of the results of the investments of the arrangement; in (C) the arrangement does not carry on any business other than investment business and does not carry on any activity other than any activity that is solely to the investment incidental business; and 7 (ii) has at least one of the following characteristics: (A) the investment policy of the arrangement is clearly set out in a document that is provided to each participant in the arrangement before, or at the time, the participant first
 invests in the arrangement; (B) the entity or trust of which the is constituted is arrangement contractually bound to every participant in the arrangement to comply with the investment policy of the arrangement, as may be amended from time to time; property (C) the investment policy of the arrangement sets out the types of the is authorised to arrangement invest in, and the investment guidelines or restrictions that apply to the arrangement; or”; (j) by deleting paragraph (a) of the definition of “collective following and substituting the scheme” which investment paragraph: “(a) an arrangement in respect of any property — (i) under which the participants do not have day‑to‑day control over the management property, of whether or not the participants have the right to be consulted or to give directions such management; respect the of in 8 (ii) under which either or both of the following characteristics are present: (A) the property is managed as a whole by or on behalf of a manager; (B) the of contributions the participants, and the profits or income out of which payments are the be made participants, are pooled; and to to (iii) under which either or both of the following characteristics are present: enable (A) the effect of the arrangement is participants the to (whether by acquiring any right, title or benefit in the property or any part of the property or otherwise) — interest, (AA) to in participate or receive profits, income, or other payments or returns arising from the holding, acquisition, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or (AB) to receive sums paid out of such profits, income, or other payments or returns; (B) the purpose, purported purpose the or purported effect of 9 (whether is to enable the arrangement by participants acquiring any right, interest, title or benefit in the property or any part of the property or
 otherwise) — (BA) to in participate or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or (BB) to receive sums paid out of such profits, income, or other payments or returns, whether or not — (I) the for arrangement the provides participants to receive any benefit other than in those sub‑paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or out set (II) the purpose, purported purpose or purported effect is realised; or”; 10 (k) by inserting, of definition following paragraphs: immediately after paragraph (x) of scheme”, investment “collective the the “(xi) an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act (Cap.
19); (xia) an arrangement of which — (A) the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or available enjoyment gratuitously to others; and (B) the property does not consist of any of the following: (BA) any currency of any country or territory; (BB) any capital markets products; (BC) any policy as defined in the First Schedule to the Insurance Act (Cap.

142); (BD) any deposit as defined in section 4B of the Banking Act (Cap.
19); (BE) any credit facilities as defined in section 2(1) of the Banking Act;”; (l) by deleting the definition of “commodity” and substituting the following definition: 11 “ “commodity” means — (a) any produce, item, goods or article; (b) any index, right or interest in any produce, item, goods or article; or interest, right, tangible (c) any index, property or intangible property of any nature that is, or belongs to a interests, class of tangible intangible properties that is, prescribed for the purposes of this definition, indices, properties rights, or but does not include — (i) any produce, item, goods or article that is, or that belongs to a class of produce, items, goods or articles that is, prescribed not to be a commodity for the purposes of this definition; or (ii) any index, right or interest in any produce, item, goods or article that is, or that belongs to a class of indices, rights or interests that is, prescribed not the to be a commodity for purposes of this definition;”; (m) by deleting sub‑paragraph (ii) of paragraph (a) of the definition of “customer” and substituting the following sub‑paragraph: “(ii) for the purposes of Part V — (A) a person on whose behalf the holder carries on or will carry on any regulated activity; or (B) any other person with whom the holder, as principal, enters or will enter into transactions 12 the sale or purchase of for capital markets products, but does not include such person or class of persons as may be prescribed this purposes the for
 sub‑paragraph; or”; of (n) by deleting the words “or a recognised clearing house,” in the definition of “customer” and paragraph (b) of substituting the words “, a recognised clearing house or a recognised market operator,”; (o) by deleting the definition of “dealing in securities” and substituting the following definition: “ “dealing in capital markets products” has the meaning given to it in the Second Schedule;”; (p) by deleting the definition of “debenture” and substituting the following definition: “
 “debenture” includes — (a) any debenture stock, bond, note and any other debt securities issued by or by proposed a be corporation or entity, whether constituting a charge or not, on the assets of the issuer; issued any other to (b) any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a trustee- manager of a business trust in its capacity as trustee‑manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust, whether constituting a charge or not, on the assets of the business trust or real estate investment trust; or 13 (c) such other product or as class of the Authority may products prescribe, but does not include — (i) a cheque, letter of credit, order for the of of money bill or payment exchange; or in made respect of which under (ii) for the purposes of the application of this definition to a provision of this any Act that regulations the word provision provide that “debenture” does not a include prescribed document or a document included in a prescribed class of documents, a document included in that class of documents, as the case may be;”; that document or (q) by deleting the definition of “derivatives contract” and substituting the following definitions: “ “derivatives contract” means — (a) any contract or arrangement under which — (i) a party to the contract or arrangement is required to, or may be required to,
 discharge its obligations all or any of contract under or some future arrangement at time; and the (ii) the value of the contract or determined is arrangement (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or 14 varies by reference to, either of the following: (A) the value or amount of one or more underlying things; (B) fluctuations in the values or amounts of one or more underlying things; or (b) any contract or
 arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed to be a derivatives contract, but does not include — (i) securities; (ii) any unit in a collective investment scheme; (iii) a spot contract; (iv) a deposit as defined in section 4B of the Banking Act (Cap.
19), where the deposit is accepted by a bank licensed under that Act or a merchant bank institution approved as a financial under the Monetary Authority of Singapore Act (Cap.

186); (v) a deposit as defined in section 2 of the Finance Companies Act (Cap.

108), where the deposit is accepted by a finance company as defined in that section of that Act; (vi) any contract of insurance in relation to insurance business the any class of specified in section 2(1) of Insurance Act (Cap.
142); or 15 (vii) any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract; “designated benchmark” means benchmark that Authority under designated benchmark; a designated financial is the by section 123B to be a “designated benchmark submitter” means a corporation the is Authority under section 123ZI(1) to be a designated benchmark submitter;”; designated that by (r) by deleting the definitions of “executive officer” and “exempt market operator” and substituting the following definitions: “ “exchange-traded derivatives contract” means a derivatives contract — (a) that is executed on an organised market and is or will be cleared or settled by a clearing facility under an arrangement, process, mechanism or service by which the parties to the derivatives contract substitute or will substitute, or otherwise, the credit of the clearing facility for the credit of the parties to the derivatives contract; and novation through (b) the contractual terms (other than price) of which — (i) are in the same form as the other contractual derivatives the same type that are executed on the organised market on which terms contracts of of 16 derivatives the executed; and contract is (ii) conform to a standard that is the business provided under the of practices or rules organised market on which the derivatives contract is executed, but does not include — (A) any contract under which every contractual term can be negotiated; or (B) any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed not to be derivatives an contract; exchange‑traded “executive officer”, in relation to an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a an approved recognised clearing house, the holder of a capital holding company, authorised an licence, markets services authorised an administrator,
 benchmark designated a submitter, benchmark benchmark other or submitter corporation (called in this definition a relevant person), means any person, by whatever name called, who is — any (a) in the direct employment of, or acting the for or by arrangement with, relevant person; and (b) concerned with or takes part in the management of the relevant person on a day‑to‑day basis; 17 “exempt benchmark administrator” means a under is person section 123K(1) from the requirement to be an authorised benchmark administrator; exempted who “exempt benchmark submitter” means a person who is exempted under section 123ZH(1) from the requirement to be an authorised benchmark submitter;”; (s) by inserting, immediately after the definition of “exempt person”, the following definition: “ “financial benchmark” means — (a) any price, rate, index or value that is — (i) determined periodically by the application (whether direct or indirect) of a formula or any other method of calculation to information or expressions of opinion concerning transactions in, or the state of, the market in respect or more one underlying things; of (ii) made available to the public (whether free of charge or for payment); and (iii) used for reference — (A) to determine the interest payable or other sums due credit on facilities; deposits or (B) to determine the price or value of any investment as defined in product the of 2(1) section 18 Financial Advisers Act (Cap.
110); or (C) to by measure the any of performance a offered product person who is, or who to a class of belongs is, persons prescribed by regulations made under section 341; or which (b) such other price, rate, index or value as may be prescribed by regulations made under section 341 as a financial benchmark, but does not include — (i) a or rate, index price, value determined by, or on behalf of, the Government or a statutory body established under any Act, unless that price, rate, index or value is prescribed as a financial benchmark; (ii) a or rate, index price, value determined by a person which is the person’s intended to be for exclusive use in transactions or to be agreements entered into, or entered into, by the person, unless that price, rate, index or value is prescribed as a financial benchmark; (iii) the price of a capital markets product; or (iv) such other price, rate, index or value as may be prescribed by regulations 19 made under section 341 as not being a financial benchmark;”; (t) by deleting the words “share, share index, stock, stock index, debenture, bond index,” in the definition of “financial the words and “securities, securities index,”; instrument” substituting (u) by deleting the definitions of “foreign exchange trading” and “forward contract”; (v) by deleting the definition of “futures contract” and substituting the following definition: “ “futures contract” means — (a) an exchange-traded contract under which — derivatives (i) one party agrees to transfer title to an underlying thing, or a an quantity specified of underlying thing, to another party at a specified future time and at a specified price payable at that future time; or the settling (ii) the parties will discharge their obligations under the contract difference by a the between of specified an quantity underlying thing agreed at the time of the contract and at a specified future time; or the making of value of (b) an exchange-traded derivatives contract which is an option on an exchange-traded derivatives contract mentioned
 in paragraph (a);”; 20 (w) by deleting the definitions of “futures exchange”, “futures market” and “futures option transaction”; (x) by deleting the definition of “listing rules” and substituting the following definition: “ “listing rules”, in relation to a corporation that establishes or operates, or proposes to establish or operate, an organised market of an approved exchange or a recognised market operator, or an overseas exchange that establishes or operates or proposes to establish or operate an organised market of a recognised market operator, means rules governing or relating to — (a) the admission to the official list of the corporation or overseas exchange, of corporations, governments, bodies unincorporate or other persons for the purpose of the quotation on the organised market of the corporation or overseas securities, securities‑based derivatives contracts or units in a collective investment scheme issued, or made available by governments, such bodies other persons, or the removal from that official list and for other purposes; or unincorporate corporations, exchange of or (b) the conduct activities of or corporations, governments, bodies unincorporate and other persons who are admitted to that list, whether those rules are made — (i) by the corporation or overseas exchange, or are contained in any of the constituent documents of the corporation or overseas exchange; or 21 (ii) by another person and adopted by
25 30 35 21 (ii) by another person and adopted by the corporation or overseas exchange;”; (y) by deleting the definition of “market”; (z) by inserting, immediately after the definition of “newspaper”, the following definition: “ “office copy” has the meaning given to it in section 4(1) of the Companies Act;”; (za) by deleting the definitions of “option contract”, “overseas futures exchange” and “overseas securities exchange” and substituting the following definitions: “ “organised market” has the meaning given to it in the First Schedule; “overseas
 exchange” means a person operating an organised market outside Singapore that is regulated by a financial services regulatory authority of a country or territory other than Singapore;”; (zb) by deleting the words “, a recognised market operator or an exempt market operator,” wherever in the definition of “participant” and paragraph (a) of substituting in each case the words “or a recognised market operator,”; they appear (zc) by deleting the words “by order” in paragraph (g) of the definition of “prescribed written law”; 5 10 15 20 (zd) by inserting, immediately after the definition of “principal”, 25 the following definition: “ “product financing” has the meaning given to it in the Second Schedule;”; (ze) by deleting the definition of “providing custodial services for securities” and substituting the following definitions: “ “providing custodial services” has the meaning 30 given to it in the Second Schedule; 22 “providing information in relation to a designated benchmark” means providing any information or expression of opinion — (a) to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a designated benchmark; and (b) that enables A to determine that designated benchmark; “providing information in relation to a financial benchmark” means providing any information or expression of opinion — (a) to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a financial benchmark; and (b) that enables A to determine that financial benchmark;”; (zf) by deleting the definition of “quote” and substituting the following definition: or purchase exchange “ “quote” means to display or provide, on an organised market of an approved exchange or information a recognised market operator, concerning the particular prices or particular consideration at which offers or invitations to securities, sell, securities‑based derivatives contracts or units in a collective investment scheme
 are made on that organised market, being offers or invitations or may reasonably be expected, to result, directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange securities, securities‑based derivatives contracts or units in a collective investment scheme;”; intended that are 23 (zg) by inserting, immediately after the definition of “quote”, the following definition: “ “real estate investment trust”, except for the purposes of Division 3 of Part VII, means a collective investment scheme — (a) that is authorised under section 286 or recognised under section 287; (b) that is a trust; (c) that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes; and (d) all or any units of which are listed for quotation on an approved exchange;”; (zh) by deleting the words “section 282TA(1)” in the definition of “recognised business trust” and substituting the words “section 239D(1)”; (zi) by deleting the definition of “representative” and substituting the following definition: “ “representative” — (a) in relation to a person (A) who carries on business in any regulated activity, except for the purposes of Part XIII and except as otherwise provided for in paragraphs (b) and (c) — (i) means a (B), person by whatever name called, in the direct employment of, or acting for, or by arrangement with A, for A any who carries out than regulated activity (other
 work ordinarily performed by accountants, clerks or cashiers), is whether not or B 24 remunerated, and whether B’s remuneration, if any, is by way of salary, wages, commission or otherwise; and (ii) includes, where A is performs a corporation, any officer of A who for A any regulated activity, whether or not the officer is remunerated, officer’s and whether remuneration, if any, is by way of salary, wages, commission or otherwise; the (b) in relation to a person (C) that is an authorised
 benchmark administrator or benchmark exempt an administrator — (i) means a (D), person by whatever name called, in the direct employment of, or acting for, or by arrangement with C, who carries out the activity of designated administering a than work benchmark (other by ordinarily accountants, or cashiers), whether or not D is remunerated, and whether D’s remuneration, if any, is by way of salary, wages, commission or otherwise; and performed clerks (ii) includes, where C is a corporation, any officer of C who performs for C the activity of administering a designated benchmark, whether or not the 25 is remunerated, and officer officer’s the whether remuneration, if any, is by way of salary, wages, commission or otherwise; and (c) in relation to a person (E) that is an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter — (i) means a to (F), person information by in the whatever name called, direct employment of, or acting for, or by arrangement with E, who carries out the activity of in providing designated relation a than work benchmark (other by ordinarily accountants, or cashiers), whether or not F is remunerated, and whether F’s remuneration, if any, is by way of salary, wages, commission or otherwise; and performed clerks (ii) includes, where E is to a corporation, any officer of E who performs for E the activity of providing information in relation designated a benchmark, whether or not the
 and officer officer’s whether the remuneration, if any, is by way of salary, wages, commission or otherwise;”; remunerated, is 26 (zj) by deleting the definitions of “securities”, “securities exchange” and “securities financing” and substituting the following definitions: “ “securities” means — (a) shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership; (b)
 debentures; or (c) any other product or class of products as may be prescribed, but does not include — (i) any unit of a collective investment scheme; (ii) any bill of exchange; (iii) any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or (iv) such other product or class of products as may be prescribed; “securities-based derivatives contract” means any derivatives contract of which the underlying thing or any of the underlying things is a security or a securities index, but does not include any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section 341;”; (zk) by deleting the definition of “securities market”; (zl) by inserting, immediately after the definition of “share”, the following definitions: 27 “ “specified products” means securities, specified securities‑based derivatives contracts or units in a collective investment scheme; “specified securities-based derivatives contract” means a securities‑based derivatives contract that is not a futures contract; “spot contract” means a contract or arrangement for the sale or purchase of any underlying thing at the spot price, where it is intended for a party to the contract or arrangement to take delivery of the underlying thing immediately or within a period which must not be longer than the period determined by the market convention for delivery of the underlying thing; “spot foreign exchange contract” has the meaning given to it in the Second Schedule;”; (zm) by deleting the definition of “swap contract”; (zn) by deleting the words “a securities exchange” wherever they appear in the definition of “take‑over offer” and substituting in each case the words “an approved exchange”; (zo) by deleting the definition of “trading in futures contracts”; (zp) by deleting the words “securities, futures contracts or derivatives contracts” wherever in the definition of
 “transaction information” and substituting in each case the words “capital markets products”; they appear (zq) by deleting the words “section 282TA(1)” in paragraph (d) of the definition of “trustee-manager” and substituting the words “section 239D(1)”; (zr) by deleting the definition of “underlying thing” and 30 substituting the following definition: “ “underlying thing” means — (a) in relation to a derivatives contract or a spot contract — 28 (i) a unit in a collective investment scheme; (ii) a commodity; (iii) a financial instrument; (iv) the credit of any person; or index, (v) an arrangement, event, tangible intangible property, property or transaction that is, or that belongs to a class of indices, arrangements, events, intangible properties, tangible properties or transactions that is, prescribed by regulations made under section 341 to be an underlying thing in relation to a derivatives contract or a spot contract, index, but does not include any arrangement, event, intangible property, tangible property or transaction that that belongs to a class of is, or indices, events, arrangements, tangible properties, intangible properties or is, that regulations made prescribed under section 341 not to be an underlying thing in relation to a derivatives spot contract contract; and transactions by or a (b) in relation benchmark — to a financial (i) an product investment as defined in section 2(1) of the Financial Act (Cap.
110); Advisers 29 (ii) a commodity; (iii) a financial instrument; (iv) any intangible property or class of intangible properties; or (v) any event arrangement, is, or class events or transaction that that belongs a to of or arrangements, transactions that is, prescribed by regulations made under an section underlying thing in relation to a financial benchmark, 341 be to property intangible but does not include any arrangement, event, or transaction that is, or that belongs to a class of arrangements, events, intangible properties or transactions that is, prescribed by regulations made under section 341 not to be an underlying thing in relation to a financial benchmark;”; and (zs) by deleting paragraph (a) of the definition of “user” and substituting the following paragraph: “(a) in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, a person who is — (i) a member of the approved exchange, recognised market operator, approved clearing house or recognised clearing house (as the case may be); or (ii) a customer of a member of the approved recognised exchange, market operator, approved clearing house or recognised clearing house (as the case may be); or”.
Amendment of section 3 4.

Section 3(3) of the principal Act is amended by deleting the words “securities, trading in futures contracts or leveraged foreign exchange trading” in paragraph (b) and substituting the words “capital markets products”.

Amendment of section 4 5.
Section 4 of the principal Act is amended — (a) by deleting subsection (1) and substituting the following subsection: “(1) Subject to this section, a person has an interest in securities, securities-based derivatives contracts or units in a collective investment scheme, if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over those securities, securities‑based the disposal of, derivatives collective in a investment scheme (as the case may be).”; (b) by inserting, immediately after the word “securities” in subsection (2), the words “, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be)”; contracts or units (c) by deleting subsections (3), (4) and (5) and substituting the following subsections: securities, securities‑based “(3) Where any property held in trust consists of or includes derivatives contracts or units in a collective investment scheme, and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is treated as having an interest in those securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be).
31 (4) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if a corporation has, or is by the provisions of this section (apart from this in that subsection) treated as having, an interest security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) and — (a) the corporation is, or its directors are, obligation, to act in directions, accustomed whether accordance instructions or wishes of the person; or or formal or with informal, the under an (b) the person has a controlling interest in the corporation.
(5) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if — (a) a corporation has, or is by the provisions of this section (apart from this subsection) in that treated as having, an interest securities‑based security, derivatives contract or unit in a collective investment scheme (as the case may be); and (b) the person, the associates of the person, or the person and the person’s associates are entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation.”; immediately after the word “security” in subsection (6)(b), the words “, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be)”; (d) by inserting, (e) by inserting, immediately after the word “security” in subsection (6)(c), the words “, securities‑based derivatives 32 contract or unit in a collective investment scheme (as the case may be)”; (f) by deleting subsections (7) to (10) and substituting the following subsections: “(7) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme in any one or more of the following circumstances: (a) where the person has entered into a contract to purchase the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be); the (b) where the person has a right, otherwise than by reason of having an interest under a trust, securities‑based to have security, derivatives contract or unit in a collective investment scheme (as the case may be), transferred to the person or to the person’s order, whether is exercisable the right presently or in the future and whether on the fulfilment of a condition or not; (c) where the person has the right to acquire any of the following under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a
 condition or not: (i) the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be); (ii) an the interest security, in securities‑based derivatives contract in a collective investment or unit scheme (as the case may be); 33 (d) where the person is entitled, otherwise than the person having been by reason of appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to any of the following (as the case may be): (i) the security, not being a security of which the person is a registered holder; (ii) the securities‑based contract, not being a contract which the person is a party; derivatives to (iii) the unit in a collective investment scheme, not being a unit of which the person is a registered holder.
(8) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if that security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) is held jointly by the person with another person.
in a contract an interest (9) For the purpose of determining whether a person securities‑based has derivatives collective investment scheme, it is immaterial that the interest security, cannot securities‑based derivatives contract or unit in a collective investment scheme (as the case may be).
security, unit particular related be or in to a a (10) The following interests are to be disregarded: (a) an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if the interest is that of a security, holds person who the 34 securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) as bare trustee; (b) an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if — (i) the interest is that of a person whose the business includes ordinary lending of money; and (ii) the person holds the interest only by way of security for the purposes of a the transaction in entered ordinary course of business in lending of connection with the money; into (c) an interest of a person in a security, securities‑based derivatives contract or unit in a collective investment scheme if that interest is an interest held by the person the person holding a by reason of prescribed office; (d) an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act (Cap.
50); (e) a a in prescribed security, interest securities‑based derivatives contract or unit in a collective investment scheme being an interest of such person, or of the persons included in such class of persons, as may be prescribed; (f) for the purposes of Part VII, an interest in a securities‑based derivatives contract the be to obligations under which are (g) by inserting, discharged by one party to the other at some future time by cash settlement only.”; immediately after the word “security” in subsection (11), the words “, securities‑based derivatives contract or unit in a collective investment scheme”; and (h) by inserting, immediately after the word “securities” in the section heading, the words “, securities‑based derivatives contracts or units in a collective investment scheme”.
Amendment of section 4A 6.
Section 4A of the principal Act is amended — (a) by deleting sub‑paragraph (i) of subsection (1)(a) and substituting the following sub‑paragraph: “(i) an individual — (A) whose net personal assets exceed in value $2 million (or in a foreign its equivalent currency) other or amount as the Authority may prescribe in place of the first amount; such $1 million a in such or (B) whose financial assets (net of any related liabilities) exceed in (or value its foreign equivalent other currency) amount as the Authority may prescribe in place of the first amount, where “financial asset” means — (BA) a deposit as defined in the 4B of section Banking Act; (BB) an investment product in defined as 36 of section the 2(1) Financial Advisers Act; or (BC) any other asset as may by prescribed be regulations made under section 341; or (C) whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;”; (b) by deleting paragraph (c) of subsection (1) and substituting the following paragraph: “(c) “institutional investor” means — (i) the Government; (ii) a statutory prescribed under section 341; by board be as may regulations made (iii) an that entity is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is — (A) to manage its own funds; (B) to manage the funds of the central government of that country (which may
 include the reserves of that central government and any pension or provident that country); or fund of 37 (C) to manage the funds (which may include the reserves of that central government and any pension or provident fund that country) of another of entity that is wholly and beneficially owned, whether directly or indirectly, by the that central government of country; (iv) any entity — (A) that is wholly and beneficially owned, whether directly or indirectly, central by government of a
 country; and the (B) whose funds are managed by an in mentioned entity sub‑paragraph (iii); (v) a central bank in a jurisdiction other than Singapore; (vi) a central government other than Singapore; in a country (vii) an agency (of a central government in a country other than Singapore) that is incorporated or established in a country other than Singapore; (viii) a multilateral agency, international organisation or supranational agency as may be prescribed by regulations made under section 341; (ix) a bank that is licensed under the Banking Act (Cap.
19); (x) a merchant bank that is approved as a financial institution under section 28 38 the Monetary Authority of Singapore Act (Cap.

186); of (xi) a finance company that is licensed under the Finance Companies Act (Cap.

108); (xii) a company or co‑operative society that is licensed under the Insurance Act (Cap.

142) to carry on insurance business in Singapore; (xiii) a company licensed under the Trust Companies Act (Cap.
336); (xiv) a holder of a capital markets services licence; (xv) an approved exchange; (xvi) a recognised market operator; (xvii) an approved clearing house; (xviii) a recognised clearing house; (xix) a licensed trade repository; (xx) a licensed foreign trade repository; (xxi) an approved holding company; (xxii) a Depository as defined in section 81SF; (xxiii) an entity or a trust formed or incorporated in a jurisdiction other than Singapore, which is regulated for the carrying on of any financial activity in that jurisdiction by a public jurisdiction that authority of exercises that function corresponds to a regulatory function of the Authority under this Act, the Banking Act (Cap.
19), the Finance the Companies Act (Cap.

108), that a 39 the Monetary Authority of Singapore Act Insurance Act 186), (Cap.

(Cap.

142), the Trust Companies Act (Cap.
336) or such other Act as may be prescribed by regulations made under section 341; (xxiv) a pension investment constituted elsewhere; fund, or scheme, in collective whether or Singapore (xxv) a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors; (xxvi) the trustee of such trust as the prescribe, when Authority may acting in that capacity; or (xxvii) such other person as the Authority may prescribe.”; and 5 10 15 (c) by inserting, immediately after subsection (1), the 20 following subsection: “(1A) In determining the value of an individual’s net of personal subsection (1)(a)(i)(A), the value of the individual’s primary residence — purposes assets the for (a) is to be calculated by deducting any outstanding amounts in respect of any credit secured by the residence from the estimated fair market value of the residence; and facility that is (b) is taken to be the lower of the following: (i) the value calculated under paragraph (a); (ii) $1 million.”.
25 30 Repeal and re-enactment of section 4B 40 7.

Section 4B of the principal Act is repealed and the following section substituted therefor: “Application 5 4B.

This Act does not apply to a person in respect of whom a transitional approval or licence mentioned in transitional section 66 of the Commodity Trading Act (Cap.

48A) is in force, to the extent that the activities carried out by the person are regulated under, and authorised by, that section.”.

10 Repeal and re-enactment of Part II 8.


Part II of the principal Act is repealed and the following Part substituted therefor: “PART II ORGANISED MARKETS Objectives of this Part 5.

The objectives of this Part are — (a) to promote fair, orderly and transparent markets; (b) to facilitate efficient markets for the allocation of capital and the transfer of risks; and (c) to reduce systemic risk.

Interpretation of this Part 6.


In this Part, unless the context otherwise requires — “foreign corporation” means a corporation that is formed or incorporated outside Singapore; “Singapore corporation” means a corporation that is formed or incorporated in Singapore.
15 20 25 41 Division 1 — Establishment of Organised Markets Requirement for approval or recognition 7.—(1) A person must not establish or operate an organised market, or hold itself out as operating an organised market, unless the person is — (a) an approved exchange; or (b) a recognised market operator.

(2) A person must not hold itself out — (a) as an approved exchange, unless the person is an approved exchange; or (b) as a recognised market operator, unless the person is a recognised market operator.
(3) Except with the written approval of the Authority, a person, other than an approved exchange or a recognised market operator, must not take or use, or have attached to or exhibited at any place — 5 10 15 (a) the title or description “securities exchange”, “stock “derivatives exchange” or exchange”, exchange” in any language; or “futures (b) any title or description that resembles a title or 20 description referred to in paragraph (a).
(4) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.
(5) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction.
25 30 42 (6) Despite section 337(1), the Authority may, by regulations made under section 44, exempt any corporation or class of corporations from subsection (1), subject to such conditions or restrictions as the Authority may prescribe in those regulations.
(7) The Authority may, by notice in writing, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by notice in writing, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 5.

(8) It is not necessary to publish any exemption granted under subsection (7) in the Gazette.
(9) The Authority may, at any time, by notice in writing — (a) add to the conditions or restrictions mentioned in subsection (7); or (b) vary or revoke any condition or restriction mentioned in that subsection.

(10) Every corporation that is exempted under subsection (6) must satisfy every condition or restriction imposed on it under that subsection.
(11) Every corporation that is exempted under subsection (7) must, for the duration of the exemption, satisfy every condition or subsection and subsection (9).
restriction imposed on it under that (12) Any corporation which contravenes subsection (10) or (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Application for approval or recognition 8.—(1) A Singapore corporation may apply to the Authority to be — (a) approved as an approved exchange; or (b) recognised as a recognised market operator.

5 10 15 20 25 30 43 (2) A foreign corporation may apply to the Authority to be recognised as a recognised market operator.
(3) An application made under subsection (1) or (2) must be — (a) made in such form and manner as the Authority may specify; and (b) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 44, which must be paid in the manner specified by the Authority.

(4) The Authority may require an applicant to furnish the Authority with such information or documents as the Authority considers necessary in relation to the application.
Power of Authority to approve exchanges and recognise market operators 9.—(1) Where a Singapore corporation makes an application under section 8(1), the Authority may — (a) in the case of an application to be approved as an Singapore approved the corporation as an approved exchange; or exchange, approve (b) in the case of an application to be recognised as a recognised market operator, recognise the Singapore corporation as a recognised market operator.
(2) Where a foreign corporation makes an application under section 8(2), the Authority may recognise the foreign corporation as a recognised market operator.
(3) Despite subsection (1), the Authority may, with the consent of the applicant — (a) treat an application under section 8(1)(a) as an application under section 8(1)(b) if the Authority is of the opinion that the applicant would be more appropriately regulated as a recognised market operator; or 44 (b) treat an application under section 8(1)(b) as an application under section 8(1)(a) if the Authority is of the opinion that the applicant would be more appropriately regulated as an approved exchange.
subsection (1)(a), (4) The Authority may approve a Singapore corporation as an approved exchange under recognise a Singapore corporation as a recognised market operator under subsection (1)(b), or recognise a foreign corporation as a recognised market operator under subsection (2), subject to such conditions or restrictions of a general or specific nature as the Authority may impose by notice in writing, including conditions or restrictions relating to — (a) the activities that the corporation may undertake; (b) the products that may be traded on any organised market established or operated by the corporation; (c) the nature of the investors or participants who may use, invest in, or participate in any product traded on any organised market established or operated by the corporation; and (d) the financial requirements to be imposed on the corporation.
(5) The Authority may, at any time, by notice in writing to the corporation, vary any condition or restriction or impose further conditions or restrictions.

(6) An approved exchange or a recognised market operator must, for the duration of the approval or recognition, satisfy every condition or restriction that may be imposed on it under subsections (4) and (5).
(7) The Authority must not approve an applicant as an approved exchange, or recognise an applicant as a recognised market operator, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe by regulations made under section 44, either generally or specifically.
(8) The Authority may refuse to approve a Singapore a an approved exchange, or corporation as Singapore corporation or foreign corporation, as the case may be, as a recognised market operator, if — recognise (a) the corporation has not provided the Authority with such information as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business; or 5 10 (ii) any circumstances the corporation’s manner of conducting business or operations; likely affect to (b) any information or document provided by the corporation to the Authority is false or misleading; 15 (c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; (d) execution against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; (e) a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial the corporation; shareholder of (f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder, as the case may be, being a compromise or scheme of arrangement that is still in operation; 20 25 30 46 (g) the corporation, a substantial shareholder of corporation or any officer of the corporation — the (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer, as the case
 may be, had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016; (h) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any organised market; (i) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; (j) the Authority has reason to believe that the in the best corporation may not be able to act interests of investors or its members, participants or customers, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; (k) the Authority is not satisfied as to — (i) the financial standing of the corporation or any of its substantial shareholders; or 47 (ii) the manner in which the business of the corporation is to be conducted; (l) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with the establishment or operation of any organised market; (m) there are other circumstances that are likely to — (i) lead to the improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; (n) in the case of any organised market the corporation operates, the Authority has reason to believe that the corporation, or any of its officers or
 employees, will not operate a fair, orderly and transparent organised market; that (o) the corporation does not satisfy the criteria prescribed under section 10 to be approved as an approved exchange or recognised as a recognised market operator, as the case may be; or (p) the Authority is of the opinion that it would be contrary to the interests of the public to approve or recognise the corporation.
(9) Subject to subsection (10), the Authority must not refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation, as the case may be, as a recognised market operator, under subsection (8), without giving the corporation an opportunity to be heard.
48 (10) The Authority may refuse to approve a Singapore a an approved exchange, or corporation as Singapore corporation or foreign corporation, as the case may be, as a recognised market operator, on any of the following grounds without giving the corporation an opportunity to be heard: recognise (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) the Act 2016, conviction for which involved a finding that it had acted fraudulently or dishonestly.
involving fraud or dishonesty or (11) The Authority must give notice in the Gazette of any an approved exchange under corporation approved as subsection (1)(a) or recognised as a recognised market operator under subsection (1)(b) or (2), and such notice may include all or any of the conditions and restrictions imposed by the Authority on the corporation under subsections (4) and (5).
(12) Any applicant who is aggrieved by a refusal of the Authority to approve the applicant under subsection (1)(a) or a refusal of the Authority to recognise the applicant under subsection (1)(b) or (2) may, within 30 days after the applicant is notified of the refusal, appeal to the Minister whose decision is final.
(13) Any approved exchange or recognised market operator which contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further 49 fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
General criteria to be taken into account by Authority 10.—(1) The Authority may by regulations made under section 44 prescribe the criteria that the Authority may take into account for the purposes of deciding — (a) whether a Singapore corporation mentioned in section 8(1) or 12(1) should be approved as an approved exchange or recognised as a recognised market operator; (b) whether a foreign in section 8(2) should be recognised as a recognised market operator; and corporation mentioned (c) whether an approved exchange or a recognised market operator that is subject to a review by the Authority under section 12(4) should be approved as an approved exchange or recognised as a recognised market operator.
(2) Without prejudice to section 9 and subsection (1), the Authority may, for the purposes of deciding whether to recognise a foreign corporation as a recognised market operator under section 9(2), have regard, in addition to any requirements prescribed under section 9(7) and any criteria prescribed under subsection (1), to — (a) whether adequate arrangements exist for cooperation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign corporation in the country or territory in which the head office or principal place of business of the foreign corporation is situated; and (b) whether the foreign corporation is, in the country or territory in which the head office or principal place of business of the foreign corporation is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 5 are achieved, to the requirements and supervision to which approved exchanges and recognised market operators are subject under this Act.
(3) In considering whether a foreign corporation has met the requirements mentioned in subsection (2)(b), the Authority may have regard to — (a) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign corporation is situated; and (b) the rules and practices of the foreign corporation.
Annual fees payable by approved exchange and recognised market operator 11.—(1) Every approved exchange and every recognised market operator must pay to the Authority such annual fees as may be prescribed by regulations made under section 44 in such manner as may be specified by the Authority.

(2) The Authority may, where it considers appropriate, refund or remit the whole or any part of any annual fee paid or payable to it.
Change in status 12.—(1) A Singapore corporation that is an approved exchange or a recognised market operator may apply to the Authority to change its status in the manner mentioned in subsection (5).

(2) An application under subsection (1) must be — (a) made in such form and manner as the Authority may specify; and (b) accompanied by a non-refundable application fee of an amount prescribed by regulations made under section 44, which must be paid in the manner specified by the Authority.
51 (3) The Authority may require an applicant to furnish the Authority with such information or documents as the Authority considers necessary in relation to the application.
(4) The Authority may, from time to time, on its own initiative, review the status of a Singapore corporation that is an approved exchange or a recognised market operator to determine whether the Singapore corporation continues to meet the requirements prescribed under section 9(7) and the criteria prescribed under section 10(1).
(5) Where an application is made by a Singapore corporation under subsection (1), or where a review of the status of a Singapore corporation is conducted by the Authority under subsection (4), the Authority may — (a) if the Singapore corporation is an approved exchange, withdraw the approval as such and recognise the Singapore corporation as a recognised market operator under section 9(1)(b); (b) if the Singapore corporation is a recognised market operator, withdraw the recognition as such and approve the Singapore corporation as an approved exchange under section 9(1)(a); or (c) make no change to the status of the Singapore a corporation recognised market operator, as the case may be.
exchange approved an as or (6) Where an application is made under subsection (1), the Authority must not exercise its power under subsection (5)(c) without giving the Singapore corporation an opportunity to be heard.

(7) Where a review of the status of a Singapore corporation is conducted by the Authority on its own initiative under subsection (4), the Authority must not exercise its powers under subsection (5)(a) or (b) without giving the Singapore corporation an opportunity to be heard.
(8) Any Singapore corporation that is aggrieved by a decision of the Authority made in relation to the Singapore corporation 52 after a review under subsection (4) may, within 30 days after the Singapore corporation is notified of the decision, appeal to the Minister whose decision is final.
Cancellation of approval or recognition 13.—(1) An approved exchange or a recognised market operator that intends to cease operating its organised market or, where it operates more than one organised market, all of its organised markets, may apply to the Authority to cancel its approval as an approved exchange or recognition as a recognised market operator, as the case may be.
(2) An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may specify.
(3) The Authority may cancel the approval of an approved exchange, or the recognition of a recognised market operator, on the application mentioned in subsection (1) if the Authority is satisfied that — (a) the approved exchange or recognised market operator mentioned in subsection (1) has ceased operating its organised market or all of its organised markets, as the case may be; and (b) the cancellation of the approval or recognition, as the case may be, will not detract from the objectives specified in section 5. corporation as Power of Authority to revoke approval and recognition 14.—(1) The Authority may revoke any approval of a Singapore an approved exchange under section 9(1)(a), any recognition of a Singapore corporation as a recognised market operator under section 9(1)(b), or any recognition of a foreign corporation as a recognised market operator under section 9(2), if — (a) there exists at any time a ground under section 9(7) or (8) on which the Authority may refuse an application; 53 (b) the corporation does not commence operating its organised market or, where it operates more than one organised market, all of its organised markets, within 12 months starting on the date on which it was approved under section 9(1)(a) or was recognised under section 9(1)(b) or (2), as the case may be; (c) the corporation ceases to operate its organised market or, where it operates more than one organised market, all of its organised markets; (d) the corporation contravenes — (i) any condition or restriction applicable in respect of its approval or recognition, as the case may be; (ii) any direction issued to it by the Authority under this Act; or (iii) any provision of this Act; (e) upon the Authority exercising any power under section 46AAB(2) or the Minister exercising any power under Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (Cap.
186) in relation to the corporation, the Authority considers that it is in the public interest to revoke the approval or recognition, as the case may be; (f) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or (g) any information or document provided by the corporation to the Authority is false or misleading.
(2) Subject to subsection (3), the Authority must not revoke under subsection (1) any approval under section 9(1)(a), or recognition under section 9(1)(b) or (2), that was granted to a corporation without giving the corporation an opportunity to be heard.
54 (3) The Authority may under section 9(1)(a), or a recognition under section 9(1)(b) or (2), that was granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard: approval revoke an (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, the conviction for which involved a finding that it had acted fraudulently or dishonestly.
involving fraud or dishonesty or (4) For the purposes of subsection (1)(c), a corporation is to be treated to have ceased to operate its organised market if — (a) it has ceased to operate the organised market for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or (b) it has ceased to operate the organised market under a direction issued by the Authority under section 45.
(5) Any corporation that is aggrieved by a decision of the Authority made corporation under in relation to the subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final.

(6) Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.
55 (7) The Minister may, when deciding an appeal under the Minister subsection (5), make such modification as considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.
(8) Any revocation under subsection (1) or (3) of the approval or recognition of a corporation under section 9(1) or (2) does not operate so as to — (a) avoid or affect any agreement, transaction or arrangement entered into in connection with the use of an organised market operated by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the approval or recognition; or (b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.
(9) The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of any approval or recognition of a corporation under section 9(1) or (2).
Division 2 — Regulation of Approved Exchanges Subdivision (1) — Obligations of approved exchanges General obligations 15.—(1) An approved exchange must — (a) as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market; (b) manage any risks associated with its business and operations prudently; (c) in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public; 56 (d) ensure that access for participation in its facilities is subject to criteria that — (i) are fair and objective; and (ii) are designed to ensure the orderly functioning of the organised market that it operates and to protect the interests of the investing public; (e) maintain business rules and, where appropriate, listing rules that make satisfactory provision for — (i) the organised market to be operated in a fair, orderly and transparent manner; and (ii) the proper regulation and supervision of its members; (f) enforce compliance with its business rules and, where appropriate, its listing rules; (g) have sufficient resources — financial, human and system (i) to operate a fair, orderly and transparent organised market; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; (h) maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and (i) ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.
(2) In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.
Obligation to notify Authority of certain matters 16.—(1) An approved exchange must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance: 57 (a) any material change to the information provided by the approved exchange in its application under section 8(1) or 12(1); (b) any change to the type or number of organised markets it operates; (c) the carrying on of any business (called in this section a proscribed business) by the approved exchange other than such business or such class of businesses prescribed by regulations made under section 44; (d) the acquisition by the approved exchange of a substantial shareholding in a corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 44; (e) the approved exchange becoming aware of any irregularity or other matter which in its financial opinion — (i) may affect its ability to discharge its financial obligations; or (ii) may affect the ability of a member of the financial to meet approved exchange obligations to the approved exchange; its (f) the approved exchange expelling suspending, or disciplinary action against approved exchange; reprimanding, otherwise a member of fining, taking the (g) any other matter that the Authority may — (i) prescribe by regulations made under section 44 for the purposes of this subsection; or (ii) specify by notice in writing to the approved exchange in any particular case.
58 (2) Without prejudice to the generality of section 45(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the approved exchange — (a) where the notice relates to a matter mentioned in subsection (1)(c) — (i) requiring it to cease carrying on the proscribed business; or (ii) permitting it to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that the carrying on of the proscribed conditions business or restrictions any purpose mentioned in section 45(1)(a) to (d); or is necessary for to those subject (b) where the notice relates to a matter mentioned in subsection (1)(d) — (i) requiring it to dispose of all or any part of its shareholding in the proscribed corporation within such and conditions as specified in the directions; or subject such time to (ii) requiring it to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d).
(3) An approved exchange must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act (Cap.

50) or any other law.

(4) An approved exchange must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.
59 (5) An approved exchange must notify the Authority of any matter that the Authority may specify by notice in writing to the approved exchange, no later than such time as the Authority may specify in that notice.

prejudice Obligation to manage risks prudently 17.—(1) Without of section 15(1)(b), an approved exchange must ensure that the and concerning systems management of the approved exchange operates are adequate and appropriate for the scale and nature of its operations.
risks to every organised market assessment generality controls that and the the to (2) Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Obligation to maintain proper records 18.—(1) An approved exchange must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).
(2) The Authority may prescribe by regulations made under section 44 — 5 10 15 20 (a) the form and manner in which the record mentioned in subsection (1) is to be maintained; (b) the extent to which the record includes details of each 25 transaction; and (c) the period of time that the record is to be maintained.

Obligation to submit periodic reports 19.


An approved exchange must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe by regulations made under section 44.

30 Obligation to assist Authority 60 20.
An approved exchange must provide such assistance to the Authority as the Authority may require for the performance of the Authority’s functions and duties, including — (a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and (b) the provision of — (i) such books and information as the Authority may require for the proper administration of this Act, being books and information — (A) relating to the business of the approved exchange; (B) in respect of any transaction or class of or the approved transactions, whether effected uncompleted, of organised market exchange; or completed through the (C) in respect of any product or class of products traded on the organised market of the approved exchange; and (ii) such other information as the Authority may require for the proper administration of this Act.
Obligation to maintain confidentiality 21.—(1) Subject to subsection (2), an approved exchange and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that — (a) comes to the knowledge of the approved exchange or any of its officers or employees; or (b) is in the possession of the approved exchange or any of its officers or employees.
(2) Subsection (1) does not apply to — 61 (a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44; (b) any disclosure of user information which is authorised by the Authority to be disclosed or furnished; or 5 (c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.
(3) To avoid doubt, nothing in this section is to be construed as preventing an approved exchange from entering into a written agreement with a user that obliges the approved exchange to maintain a higher degree of confidentiality than that specified in this section.

Penalties under this Subdivision 22.


Any approved exchange which contravenes section 15(1), 16(1) or (3), 18(1), 19, 20 or 21(1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Subdivision (2) — Rules of approved exchanges Business rules and listing rules of approved exchanges 23.—(1) Without limiting the generality of sections 15 and 44 — (a) the Authority may by regulations made under section 44 prescribe the matters that an approved exchange must make provision for in the business rules or listing rules of the approved exchange; and (b) the approved exchange must make provision for those matters in its business rules or listing rules, as the case may be.
10 15 20 25 30 62 (2) An approved exchange must not make any amendment to its business rules or listing rules unless it complies with such requirements as the Authority may prescribe by regulations made under section 44.
(3) In this Subdivision, any reference to an amendment to a business rule or listing rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule or listing rule, as the case may be, whether the change is made by an alteration to the text of the rule or by any other notice issued by or on behalf of the approved exchange.
(4) Any approved exchange which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Business rules of approved exchanges have effect as contract 24.—(1) The business rules of an approved exchange are to be treated, and are to operate, as a binding contract — (a) between the approved exchange and each member; and (b) between each member and every other member.
(2) The approved exchange and each member are treated to have agreed to observe and perform the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved exchange or that member, as the case may be.
Power of court to order observance or enforcement of business rules or listing rules 25.—(1) Where any person (A) which is under an obligation to comply with, observe, enforce or give effect to the business rules or listing rules of an approved exchange fails to do so, the High 63 Court may, on the application of the Authority, an approved exchange or a person aggrieved by the failure (B), and after giving A an opportunity to be heard, make an order directing A to comply with, observe, enforce or give effect to those business rules or listing rules.
(2) This section is in addition to, and not in derogation of, any other remedy available to B.

(3) Any person which, without reasonable excuse, contravenes an order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.

(4) Subject to subsection (5), subsection (3) does not affect the powers of the court in relation to the punishment of contempt of the court.
(5) Where a person is convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1), such contravention is not punishable as a contempt of court.

(6) A person must not be convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1) that has been punished as a contempt of court.

Non-compliance with business rules or listing rules not to substantially affect rights of person 26.
Any failure by an approved exchange to comply with — (a) this Act; (b) its business rules; or (c) where applicable, its listing rules, in relation to a matter does not prevent that matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules.
64 Subdivision (3) — Matters requiring approval of Authority Control of substantial shareholding in approved exchange 27.—(1) A person must not enter into any agreement to acquire shares in an approved exchange by virtue of which the person if the agreement had been carried out, become a would, substantial shareholder of the approved exchange without first obtaining the approval of the Authority to enter into the agreement.
(2) A person must not become — (a) a 12% controller; or (b) a 20% controller, of an approved exchange without first obtaining the approval of the Authority.
(3) In subsection (2) — “12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates — (a) holds not less than 12% of the shares in the approved exchange; or (b) is in a position to control not less than 12% of the votes in the approved exchange; “20% controller” means a person who, alone or together with the person’s associates — (a) holds not less than 20% of the shares in the approved exchange; or (b) is in a position to control not less than 20% of the votes in the approved exchange.
(4) In this section — (a) a person holds a share if — (i) the person is deemed to have an interest in that share under the section 7(6) Companies Act (Cap.
50); or to (10) of (ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act; (b) a reference to the control of a percentage of the votes in an approved exchange is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved exchange; and (c) a person (A) is an associate of another person (B) if — (i) A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B; (ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B; (iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; (iv) A is a subsidiary of B; (v) A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or (vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the 66 exercise of approved exchange.
their votes in relation to, the (5) The Authority may grant subsection (1) or (2) subject to conditions or restrictions.
its approval mentioned in (6) Without prejudice to subsection (13), the Authority may, for the purposes of securing compliance with subsection (1) or (2), or any condition or restriction imposed under subsection (5), by notice in writing, direct the transfer or disposal of all or any of the shares of an approved exchange in which a substantial shareholder, 12% controller or 20% controller of the approved exchange has an interest.
(7) Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act or the constitution or other constituent document or documents of the approved exchange — (a) no voting rights are exercisable in respect of the shares that are the subject of the direction; (b) the approved exchange must not offer or issue any rights, bonus, share shares (whether by way of dividend or otherwise) in respect of the shares that are the subject of the direction; and (c) except in a liquidation of the approved exchange, the approved exchange must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.
(8) Any issue of shares by an approved exchange in contravention of subsection (7)(b) is treated to be null and void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved exchange, upon which the approved exchange must return to the person any payment received from the person in respect of those shares.
67 (9) Any payment made by an approved exchange in contravention of subsection (7)(c) is treated to be null and void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved exchange.
(10) The Authority may, by regulations made under section 44, exempt — (a) any person or class of persons; or (b) any class or description of shares or interests in shares, from the requirement under subsection (1) or (2), subject to such conditions or restrictions as may be prescribed in those regulations.
(11) The Authority may, by notice in writing, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by notice in writing.

(12) It is not necessary to publish any exemption granted under subsection (11) in the Gazette.
(13) Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
(14) Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
68 Approval of chairman, chief executive officer, director and key persons 28.—(1) An approved exchange must not appoint a person as its chairman, chief executive officer or director unless the approved exchange has obtained the approval of the Authority.
(2) The Authority may, by notice in writing, require an approved exchange to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved exchange and the approved exchange must comply with the notice.

(3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.
the Authority may consider relevant, (4) Without prejudice to the generality of section 44 and to any other matter that the Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify in writing to the approved exchange.
(5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the approved exchange an opportunity to be heard.
(6) The Authority may refuse an application for approval on any of the following grounds without giving the approved exchange an opportunity to be heard: (a) the person is an undischarged bankrupt, whether in Singapore or elsewhere; (b) the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016 — (i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and 69 (ii) punishable with imprisonment for a term of 3 months or more.
(7) Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.

(8) An approved exchange must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairman, chief executive officer, or director, or of any person mentioned in any notice issued by the Authority to the approved exchange under subsection (2).
(9) The Authority may make regulations under section 44 relating to the composition and duties of the board of directors or any committee of an approved exchange.

(10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of an approved exchange, or any body responsible for disciplinary action against a member of an approved exchange.
(11) The Authority may, by regulations made under section 44, exempt any approved exchange or class of approved exchanges from complying with subsection (1) or (8), subject to such conditions or restrictions as may be prescribed in those regulations.

(12) The Authority may, by notice in writing, exempt any approved exchange from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by notice in writing.
(13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette.

which approved contravenes exchange (14) Any subsection (1), (2) or (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
70 Listing, de-listing or trading of certain instruments, contracts and transactions 29.—(1) An approved exchange must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the approved exchange, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to — (a) the limits that the approved exchange must establish on the number of open positions that may be held by any participant in respect of the relevant product; (b) the steps that the approved exchange must take to ensure compliance with the limits established under paragraph (a); (c) the positions that the approved exchange must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded; (d) the settlement procedures that the approved exchange must establish in respect of the relevant product; (e) the limits that the approved exchange must establish on the price movements of the relevant product; and (f) any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.
(2) An approved exchange must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) — (a) before listing or de-listing, or permitting the trading of, any relevant product on any organised market operated by the approved exchange; and (b) after listing or permitting the trading of any relevant product on any organised market operated by the approved exchange.
71 approved (3) An under exchange which subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.
required is (4) Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
which approved (5) Any contravenes exchange subsection (2)(a) or (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

(6) Any approved exchange which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
(7) Any participant who wilfully exceeds any limit established by an approved exchange in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.
(8) In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the approved exchange, but does not include — (a) securities; (b) any unit in a collective investment scheme; (c) a spot contract; (d) a deposit as defined in section 4B of the Banking Act (Cap.
19), where the deposit is accepted by a bank licensed under that Act or a merchant bank approved 72 as a financial institution under the Monetary Authority of Singapore Act (Cap.

186); (e) a deposit as defined in section 2 of the Finance Companies Act (Cap.

108), where the deposit is accepted by a finance company as defined in that section of that Act; (f) any contract of insurance in relation to any class of insurance business specified in section 2(1) of the Insurance Act (Cap.
142); or (g) any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract.
securities securities‑based Listing of approved exchange on organised market 30.—(1) The derivatives or contracts of an approved exchange must not be listed for is operated by the quotation on an organised market approved exchange or any of its related corporations unless the approved exchange and the operator of the organised market have entered into such arrangements as the Authority may require — that (a) for dealing with possible conflicts of interest that may arise from such listing; and the securities or (b) for the purpose of ensuring the integrity of the trading securities‑based derivatives the approved of contracts, as the case may be, of exchange on the organised market.
(2) Where the securities or securities-based derivatives contracts of an approved exchange are listed for quotation on an organised market operated by the approved exchange or any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on — 73 (a) the admission of the approved exchange to, or the removal of the approved exchange from, the official list of the organised market; and (b) the granting of approval for the securities or securities‑based derivatives contracts, as the case may be, of the approved exchange to be, or the stopping or securities‑based derivatives contracts, as the case may be, of the approved exchange from being, listed for quotation or quoted on the organised market.
suspending securities the or of (3) The Authority may, by notice in writing to the operator of the organised market — (a) modify the listing rules of the organised market for the purpose of their application to the listing for quotation securities‑based or the securities or derivatives contracts of the approved exchange; or trading of (b) waive the application of any listing rule of the organised market to the approved exchange.
(4) Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Additional powers of Authority in respect of auditors 31.—(1) If an auditor of an approved exchange, in the course of the performance of the auditor’s duties, becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity: (a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved exchange to a material extent; 74 (b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty; (c) any irregularity that has or may have a material effect the approved exchange, upon the accounts of including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors.
(2) An auditor of an approved exchange is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1).

(3) Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved exchange may have, apart in an action for defamation.
from this section, as a defendant (4) The Authority may impose all or any of the following duties on an auditor of an approved exchange and the auditor must carry out the duties so imposed: (a) a duty to submit such additional information and reports in relation to the audit as the Authority considers necessary; (b) a duty to enlarge, extend or alter the scope of the audit of the business and affairs of the approved exchange; (c) a duty to carry out any other examination or establish any procedure in any particular case; (d) a duty to submit a report on any matter arising out of the audit, examination or establishment of procedure mentioned in paragraph (b) or (c).
(5) The approved exchange must remunerate the auditor in respect of the discharge by the auditor of all or any of the duties mentioned in subsection (4).
75 Subdivision (4) — Immunity Immunity from criminal or civil liability 32.—(1) No criminal or civil liability is incurred by — (a) an approved exchange; or (b) any person acting on behalf of an approved exchange, 5 for any thing done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of the obligations of the approved exchange under this Act or under the business rules or, where appropriate, listing rules of the approved exchange.
10 (2) For the purposes of subsection (1), the reference to a person acting on behalf of an approved exchange includes — (a) any director of an approved exchange; or (b) any member of any committee established by an 15 approved exchange.
Division 3 — Regulation of Recognised Market Operators General obligations 33.—(1) A recognised market operator must — (a) as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market; (b) manage any risks associated with its business and operations prudently; (c) in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public; (d) ensure that access for participation in its facilities is subject to criteria that are — (i) fair and objective; and 20 25 30 76 (ii) designed to ensure the orderly functioning of its organised market and to protect the interests of the investing public; (e) maintain business rules and, where appropriate, listing rules that make satisfactory provision for — (i) the organised market to be operated in a fair, orderly and transparent manner; and (ii) the proper regulation and supervision of its members; (f) enforce compliance with its business rules and, where appropriate, its listing rules; (g) have sufficient resources — financial, human and system (i) to operate a fair, orderly and transparent organised market; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; (h) maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and (i) ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.
(2) In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.
Obligation to notify Authority of certain matters 34.—(1) A recognised market operator must, as soon as practicable after the following the occurrence of any of circumstances, notify the Authority of the circumstance: (a) any material change to the information provided by the recognised market operator in its application under section 8(1) or (2) or 12(1); 77 (b) the recognised market operator becoming aware of any financial irregularity or other matter which in its opinion — (i) may affect its ability to discharge its financial obligations; or 5 (ii) may affect the ability of a participant of the recognised market operator to meet its financial obligations to the recognised market operator; (c) any other matter that the Authority may — (i) prescribe by regulations made under section 44 10 for the purposes of this paragraph; or (ii) specify by notice in writing to the recognised market operator in any particular case.
(2) A recognised market operator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.

(3) A recognised market operator must notify the Authority of any matter that the Authority may specify by notice in writing to the recognised market operator, no later than such time as the Authority may specify in that notice.
prejudice Obligation to manage risks prudently 35.—(1) Without of section 33(1)(b), a recognised market operator must ensure that the systems and controls concerning the assessment and the management of recognised market operator operates and appropriate for the scale and nature of its operations.
risks to every organised market that adequate generality the are to (2) Any recognised market operator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
15 20 25 30 78 Obligation to maintain proper records 36.—(1) A recognised market operator must maintain a record of all in transactions effected through its organised market accordance with regulations mentioned in subsection (2).
(2) The Authority may by regulations made under section 44 prescribe — (a) the form and manner in which the record mentioned in subsection (1) is to be maintained; (b) the extent to which the record includes details of each transaction; and (c) the period of time that the record is to be maintained.

Obligation to submit periodic reports 37.


A recognised market operator must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe by regulations made under section 44.

Obligation to assist Authority 38.
A recognised market operator must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — (a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and (b) the provision of — (i) such books and information as the Authority may require for the proper administration of this Act, being books and information — (A) relating to the business of the recognised market operator; (B) in respect of any transaction or class of or the transactions, whether effected uncompleted, completed through 79 organised market of the recognised market operator; or (C) in respect of any product or class of products traded on the organised market of the recognised market operator; and (ii) such other information as the Authority may require for the proper administration of this Act.
Obligation to maintain confidentiality 39.—(1) Subject to subsection (2), a recognised market operator and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that — (a) comes to the knowledge of the recognised market operator or any of its officers or employees; or (b) is in the possession of the recognised market operator or any of its officers or employees.
(2) Subsection (1) does not apply to — 5 10 15 (a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44; (b) any disclosure of user information which is authorised by the Authority to be disclosed or furnished; or 20 (c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.
(3) To avoid doubt, nothing in this section is to be construed as preventing a recognised market operator from entering into a written agreement with a user that obliges the recognised market operator to maintain a higher degree of confidentiality than that specified in this section.

25 80 Non-compliance with business rules or listing rules not to substantially affect rights of person 40.
Any failure by a recognised market operator to comply with — (a) this Act; (b) its business rules; or (c) where applicable, its listing rules, in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules.
Listing, de-listing or trading of certain instruments, contracts and transactions 41.—(1) A recognised market operator must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the recognised market operator, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to — (a) the limits that the recognised market operator must establish on the number of open positions that may be held by any participant in respect of the relevant product; (b) the steps that the recognised market operator must take to ensure compliance with the limits established under paragraph (a); (c) the positions that the recognised market operator must reckon for limits established under paragraph (a) have been exceeded; the purpose of determining if (d) the settlement procedures that the recognised market operator must establish in respect of the relevant product; 81 (e) the limits that the recognised market operator must establish on the price movements of the relevant product; and (f) any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.
(2) A recognised market operator must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) — (a) before listing or de-listing, or permitting the trading of, any relevant product on any organised market operated by the recognised market operator; and (b) after listing or permitting the trading of any relevant product on any organised market operated by the recognised market operator.
(3) A recognised market operator which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.
(4) Any recognised market operator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
(5) Any recognised market operator which contravenes subsection (2)(a) or (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

(6) Any recognised market operator which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
82 (7) Any participant who wilfully exceeds any limit established in accordance with the by a recognised market operator requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.
(8) In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the recognised market operator, but does not include — (a) securities; (b) any unit in a collective investment scheme; (c) a spot contract; (d) a deposit as defined in section 4B of the Banking Act (Cap.

19), where the deposit is accepted by a bank licensed under that Act or a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap.
186); (e) a deposit as defined in section 2 of the Finance Companies Act (Cap.

108), where the deposit is accepted by a finance company as defined in that section of that Act; (f) any contract of insurance in relation to any class of insurance business specified in section 2(1) of the Insurance Act (Cap.

142); or (g) any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract.

Penalties under this Division 42.


Any recognised market operator which contravenes section 33(1), 34, 36(1), 37, 38 or 39(1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
83 Division 4 — General Powers of Authority Power of Authority to remove officers 43.—(1) Subsection (2) applies if the Authority is satisfied that an officer of an approved exchange or a recognised market operator (such approved exchange or recognised market operator being a Singapore corporation) — (a) has wilfully contravened, or wilfully caused the approved exchange or recognised market operator to contravene — (i) this Act; (ii) where applicable, approved exchange or operator; or the business rules of the recognised market (iii) where applicable, approved exchange or operator; the listing rules of the recognised market (b) has, without reasonable excuse, failed to ensure compliance with this Act, or with the business rules, or, where applicable, the listing rules of the approved exchange or recognised market operator, by the approved exchange or recognised market operator, by a participant of the approved exchange or recognised market operator, or by a person associated with that participant; (c) has failed to discharge the duties or functions of the officer’s office or employment; (d) is an undischarged bankrupt, whether in Singapore or elsewhere; (e) has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part; (f) has, whether in Singapore or elsewhere, made a compromise or scheme of arrangement with the officer’s creditors, being a compromise or scheme of arrangement that is still in operation; or 84 (g) has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly.
(2) In any case mentioned in subsection (1), the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by notice in writing direct the approved exchange or recognised market operator to remove the officer from the officer’s office or employment, and the approved exchange or recognised market operator must comply with such notice, despite the provisions of section 152 of the Companies Act (Cap.
50) or anything in any other law or in the constitution or other constituent document or documents of the approved exchange or recognised market operator.
the Authority may, (3) Without prejudice to any other matter that the Authority may consider relevant, in determining whether an officer of an approved exchange or a recognised market operator has failed to discharge the duties or functions of the officer’s office or employment the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify in writing to the approved exchange or recognised market operator, as the case may be.
for (4) Subject to subsection (5), the Authority must not direct an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment without giving the approved exchange or recognised market operator an opportunity to be heard.
(5) The Authority may direct an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment under subsection (2) on any of the following grounds without giving the approved exchange or recognised market operator an opportunity to be heard: 85 (a) the officer is an undischarged bankrupt, whether in Singapore or elsewhere; (b) the officer has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016 — 5 (i) involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 10 3 months or more.
(6) Where the Authority directs an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment under subsection (2), the Authority need not give that officer an opportunity to be heard.
(7) Any approved exchange or recognised market operator that is aggrieved by a direction of the Authority made in relation to the approved exchange or recognised market operator, as the case may be, under subsection (2) may, within 30 days after the approved exchange or recognised market operator, as the case may be, is notified of the direction, appeal to the Minister whose decision is final.
(8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.

(9) The Minister may, when deciding an appeal under subsection (7), make such modification as the Minister considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.
(10) Subject to subsection (11), no criminal or civil liability is incurred by an approved exchange or a recognised market operator in respect of any thing done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.
15 20 25 30 35 86 (11) Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Power of Authority to make regulations 44.—(1) Without prejudice to section 341, the Authority may make regulations for including the purposes of regulations — this Part, (a) relating to the approval of approved exchanges and the recognition of recognised market operators; (b) relating to the requirements applicable to any person who establishes, operates or assists in establishing or operating an organised market, whether or not the person is approved as an approved exchange under section 9(1)(a) or recognised as a recognised market operator under section 9(1)(b) or (2); and (c) specifying measures to manage any risks assumed by an approved exchange or a recognised market operator.
(2) Regulations made under this section may provide — (a) that a contravention of any specified provision of the this section shall be an regulations made under offence; and (b) for a penalty not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.
87 Power of Authority to issue directions 45.—(1) The Authority may issue directions, whether of a general or specific nature, by notice in writing, to an approved exchange or a recognised market operator, if the Authority thinks it necessary or expedient — (a) for ensuring the fair, orderly and transparent operation of any organised market operated by the approved recognised market operator, or of exchange or organised markets operated by approved exchanges or recognised market operators in general; (b) for ensuring the integrity and stability of the capital markets or the financial system; (c) in the interests of the public or a section of the public or for the protection of investors; (d) for the effective administration of this Act; or (e) for ensuring compliance with any condition or restriction as may be imposed by the Authority under section 9(4) or (5), 16(2), 27(5), (10) or (11), 28(11) or (12) or 46AAG(1) or (2), or such other obligations or requirements under this Act or as may be prescribed by regulations made under section 44.
(2) An approved exchange or recognised market operator must comply with every direction issued to it under subsection (1).
(3) Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a direction issued to it under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

(4) It is not necessary to publish any direction issued under subsection (1) in the Gazette.
88 Power of Authority in organised market 46.—(1) Without prejudice to the generality of section 45, where the Authority is of the opinion that it is necessary to prohibit trading in — (a) particular securities of, or made available by, an entity; (b) particular securities‑based derivatives contracts of, or made available by, an entity; or (c) particular units in a collective investment scheme, on an organised market of an approved exchange or a recognised market operator — (i) in order to protect persons buying or selling the securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be; or (ii) in the interests of the public, the Authority may give notice in writing to the approved exchange or recognised market operator stating that it is of that opinion and setting out the reasons for its opinion.
(2) If, after the receipt of the notice given under subsection (1), the approved exchange or recognised market operator fails to take any action in relation to the particular securities, securities‑based derivatives contracts, or units in a collective investment scheme, as the case may be, on that organised market and the Authority continues to be of the opinion that it is trading in the particular securities, necessary to prohibit securities‑based derivatives contracts, or units in a collective investment scheme, as the case may be, on that organised market so as to achieve the objectives under subsection (1)(i) or (ii), the Authority may, by notice in writing to the approved exchange or recognised market operator — (a) prohibit trading securities, the securities‑based derivatives contracts, or units in a collective investment scheme, as the case may be, on particular in 89 that organised market for such period not exceeding 14 days, as specified in the notice; and (b) impose conditions or restrictions on the approved exchange or recognised market operator, as specified in the notice.
(3) The Authority may, at any time, by notice in writing, add to, vary or restriction mentioned in subsection (2)(b).

revoke any condition or (4) An approved exchange or a recognised market operator on which under subsection (2)(b) or (3) must satisfy that condition or restriction.
restriction condition imposed or is a (5) Where the Authority gives a notice to an approved exchange under recognised market a subsection (2), the Authority must — operator or (a) at the same time send a copy of the notice to — (i) in the case of securities, the entity; (ii) in the case of securities‑based derivatives contracts, the entity; or (iii) in the case of units in a collective investment scheme, the responsible person of the collective investment scheme, together with a statement setting out the reasons for the giving of the notice; and (b) as soon as practicable, furnish to the Minister a written report setting out the reasons for the giving of the notice and send a copy of the report to the approved exchange or recognised market operator.
(6) Any person who is aggrieved by any action taken by the Authority, an approved exchange or a recognised market operator under this section may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.

5 10 15 20 25 30 90 (7) Despite the lodging of an appeal under subsection (6), any action taken by the Authority, an approved exchange or a recognised market operator under this section continues to have effect pending the decision of the Minister.
(8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken by the Authority, an approved exchange or a recognised market operator under this section, and such modified action has effect starting on the date of the decision of the Minister.
(9) Any approved exchange or recognised market operator which permits trading in securities, securities‑based derivatives contracts, or units in a collective investment scheme, on the organised market of the approved exchange or recognised market operator in contravention of a notice given under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Emergency powers of Authority 46AA.—(1) Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may by notice direct in writing an approved exchange or a recognised market operator, as the case may be, to take such action as the Authority considers necessary to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be.
(2) Without prejudice to subsection (1), the actions which the Authority may direct an approved exchange or a recognised market operator, as the case may be, to take include — (a) terminating or suspending trading on the organised market operated by the approved exchange or recognised market operator; 91 (b) confining trading to liquidation of positions in capital markets products; (c) ordering the liquidation of any position or all positions or the reduction in any position or all positions; (d) limiting trading to a specific price range; (e) modifying trading days or hours; (f) altering conditions of delivery; (g) fixing the settlement price at which positions are to be liquidated; (h) requiring any person to act in a specified manner in relation to trading in capital markets products or any class of capital markets products; (i) requiring margins or additional margins for any capital markets products; and (j) modifying or suspending any of the business rules, or listing rules, as the case may be, of the approved exchange or recognised market operator, as the case may be.
(3) Where an approved exchange or a recognised market operator fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may — (a) set margin levels in any capital markets products or class of capital markets products to cater for the emergency; (b) set limits that may apply to positions acquired in good faith by any person prior to the date of the notice issued by the Authority; or (c) take such other action to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be.
92 (4) In this section, “emergency” means any threatened or actual market manipulation or cornering, and includes — (a) any act of any government affecting any commodity or financial instrument; (b) any major market disturbance that prevents an organised market from accurately reflecting the forces of supply and demand for any commodity or financial instrument; or (c) any undesirable situation or practice that, in the opinion of the Authority, constitutes an emergency.
(5) The Authority may modify any action taken by an approved exchange or a recognised market operator under subsection (1), including the setting aside of that action.

(6) Any person which is aggrieved by any action taken under this section by the Authority, an approved exchange or a recognised market operator, may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.
(7) Despite the lodging of an appeal under subsection (6), any action taken under this section by the Authority, an approved exchange or a recognised market operator, continues to have effect pending the decision of the Minister.
(8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken under this section by the Authority, an approved exchange or a recognised market operator, and such modified action has effect starting on the date of the decision of the Minister.
(9) Any approved exchange or recognised market operator which fails to comply with a direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

5 10 15 20 25 30 35 93 Interpretation of sections 46AAA to 46AAF 46AAA.
In this section and sections 46AAB to 46AAF, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to an approved exchange or a recognised market operator, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved exchange or recognised market operator (as the case may be), or acting in an equivalent capacity in relation to the approved exchange or recognised market operator (as the case may be); “relevant business” means any business of an approved exchange or a recognised market operator — 5 10 (a) that the Authority has assumed control of under 15 section 46AAB; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 46AAB; “statutory adviser” means a statutory adviser appointed 20 under section 46AAB; “statutory manager” means a statutory manager appointed under section 46AAB.
Action by Authority if approved exchange or recognised market operator unable to meet obligations, etc.
46AAB.—(1) The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where — (a) an approved exchange or a recognised market operator informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments; 25 30 94 (b) an approved exchange or a recognised market operator becomes unable to meet its obligations, or is insolvent, or suspends payments; (c) the Authority is of the opinion that an approved exchange or a recognised market operator — (i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or to the protection of investors, or to the objectives specified in section 5; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments; (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or restriction imposed on it under section 9(4) or (5); or (d) the Authority considers it in the public interest to do so.
(2) Subject to subsections (1) and (3), the Authority may — (a) require the approved exchange or recognised market operator (as the case may be) immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary; to advise (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, approved exchange or recognised market operator (as the case may be) on the proper management of such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine; or the 95 (c) assume control of and manage such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.
(3) In the case of a recognised market operator is incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the recognised market operator (as the case may be) under subsection (2) is only in relation to — that (a) the business or affairs of the recognised market operator carried on in, or managed in or from, Singapore; or (b) the property of the recognised market operator located in Singapore, or the recognised market operator in Singapore, as the case may be, in relation to its operations in Singapore.
reflected in the books of (4) Where the Authority appoints 2 or more persons as the statutory manager of an approved exchange or a recognised market operator, the Authority must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager — (a) may be discharged or exercised by such persons jointly and severally; (b) must be discharged or exercised by such persons jointly; and (c) must be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), the Authority may, at any time and without prejudice to its power under section 14(1)(e), do one or more of the following: 96 (a) vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify; (b) further exercise any of the powers under subsection (2); (c) add to, vary or revoke any term or condition specified by the Authority under this section.
(6) No liability is incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with — (a) the exercise or purported exercise of any power under this Act; (b) the performance or purported performance of any function or duty under this Act; or (c) the compliance or purported compliance with this Act.
(7) Any approved exchange or recognised market operator that fails to comply with a requirement imposed by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Effect of assumption of control under section 46AAB 46AAC.—(1) Upon assuming control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager, as the case may be, must take custody or control of the relevant business.
(2) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager — 97 (a) must manage the relevant business of the approved exchange or recognised market operator (as the case may be) in the name of and on behalf of the approved exchange or recognised market operator (as the case may be); and (b) is to be treated to be an agent of the approved exchange or recognised market operator (as the case may be).
(3) In managing the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager — (a) must take into consideration the interests of the public or in the section 46AAB(1)(c)(i), and the need to protect investors; and public mentioned section the of (b) has all the duties, powers and functions of the members of the board of directors of the approved exchange or recognised market operator (as the case may be) (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of the approved exchange or recognised market operator (as the case may be), including powers of delegation, in relation to the relevant business of the approved exchange or recognised market operator (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved exchange or recognised market operator (as the case may be) under the Companies Act or the constitution of the approved exchange or recognised market operator (as the case may be).
(4) Upon the assumption of control of the relevant business of an approved exchange or a recognised market operator by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be), which was in force immediately before the assumption of control, is treated to 98 be revoked unless the Authority gives its approval, by notice in writing to the person and the approved exchange or recognised market operator (as the case may be), for the person to remain in the appointment.
(5) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, a person must not, except with the approval of the Authority, be appointed as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be).
(6) Where the Authority has given its approval under subsection (4) or (5) for a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved exchange or a recognised market operator, the Authority may at any time, by notice in writing to the person, and the approved exchange or recognised market operator (as the case may be), revoke that approval, and the appointment is treated to be revoked on the date specified in the notice.
(7) If any person, whose appointment as the chief executive officer or a director of an approved exchange or a recognised market operator is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of recognised market operator (as the case may be) — the approved exchange or (a) the act or purported act of the person is invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) If any person who is appointed as the chief executive officer or a director of an approved exchange or a recognised market operator in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory 99 manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) — (a) the act or purported act of the person is invalid and of no effect; and (b) the person shall be guilty of an offence.
(9) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator — (a) if there is any conflict or inconsistency between — (i) a direction or decision given by the Authority or statutory manager (including a direction or decision given to a person or body of persons mentioned in sub‑paragraph (ii)); and (ii) a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved exchange or recognised market operator (as the case may be), or direction decision mentioned in the sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision mentioned in sub‑paragraph (ii); and (b) a person must not exercise any voting or other right attached to any share in the approved exchange or recognised market operator (as the case may be) in any manner that may defeat or interfere with any duty, the Authority or statutory function or power of manager, and any such act or purported act is invalid and of no effect.
(10) Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a 100 further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

(11) Subsections (4), (5), (7) and (8) have effect despite any written law or rule of law to the contrary.
Duration of control 46AAD.—(1) The Authority must cease control of the relevant business of an approved exchange or a recognised market operator if the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control have ceased to exist; or (b) the Authority’s assumption of control is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), or for the protection of investors.
(2) A statutory manager is treated to have assumed control of the relevant business of an approved exchange or a recognised market operator on the date of appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator may be revoked by the Authority at any time — (a) if the Authority is satisfied that — (i) the reasons for the appointment have ceased to exist; or (ii) the appointment is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager must cease control of the relevant business of the approved exchange or recognised market operator (as the case may be).
101 (4) The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of — (a) the Authority’s assumption of control of the relevant business of an approved exchange or a recognised market operator; (b) the cessation of the Authority’s control of the relevant business of an approved exchange or a recognised market operator; (c) the appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved exchange or a recognised market operator.
Responsibilities of officers, member, etc., of approved exchange or recognised market operator 46AAE.—(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the High Court may specify, any property or book of the approved exchange or recognised market operator (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved exchange or recognised market operator (as the case may be), and which is in the person’s possession or control; and 102 (b) any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the approved exchange or recognised market operator (as the case may be), within such time and in such manner as may be specified by the Authority or statutory manager.
(2) Any person who — (a) without reasonable excuse, fails to comply with subsection (1)(b); or (b) in purported compliance with subsection (1)(b), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 46AAF.—(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved exchange or a recognised market operator — (a) to a statutory manager or statutory adviser appointed in relation to the approved exchange or recognised market operator (as the case may be), whether or not the appointment has been revoked; and 103 (b) where the Authority has assumed control of the the approved exchange or relevant business of recognised market operator (as the case may be), to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.
(2) The approved exchange or recognised market operator (as the case may be) must reimburse the Authority any remuneration and expenses payable by the approved exchange or recognised market operator (as the case may be) to a statutory manager or statutory adviser.
Power of Authority to exempt approved exchange or recognised market operator from provisions of this Part 46AAG.—(1) The Authority may, by regulations made under section 44, exempt — (a) any approved exchange or recognised market operator; or 5 10 15 (b) any class of approved exchanges or class of 20 recognised market operators, from any provision of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.
(2) The Authority may, by notice in writing, exempt any approved exchange or recognised market operator from any provision of this Part, subject to such conditions or restrictions as the Authority may specify by notice in writing, if the Authority is satisfied that such exemption will not detract from the objectives specified in section 5.

(3) The Authority may, at any time, by notice in writing, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).
25 30 104 (4) An approved exchange or a recognised market operator that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.

(5) An approved exchange or a recognised market operator that is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (3).

(6) It is not necessary to publish any exemption granted under subsection (2) in the Gazette.
Division 5 — Voluntary Transfer of Business of Approved Exchange or Recognised Market Operator Interpretation of this Division 46AAH.

In this Division, unless requires — the context otherwise “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge of the High Court; “debenture” has the same meaning as in section 4(1) of the Companies Act (Cap.
50); “property” includes property, right and power of every description; “Registrar of Companies” means the Registrar of Companies appointed under the Companies Act and any Deputy or Assistant Registrar of includes Companies appointed under that Act; “transferee” means an approved exchange or a recognised market operator, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of an approved exchange or a recognised market operator, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Division; 105 “transferor” means an approved exchange or a recognised market operator the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division.
Voluntary transfer of business 46AAI.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved exchange or a recognised market operator) to a transferee, if — (a) the Authority has consented to the transfer; (b) the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved exchange or a recognised market operator; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of an approved exchange or a recognised market operator to transfer the whole or any part of its business under any law.

(3) The Authority may consent subsection (1)(a) if the Authority is satisfied that — to a transfer under (a) the transferee is a fit and proper person; and (b) the transferee will conduct the transferor prudently and comply with the provisions of this Act.
the business of (4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and furnish a report on, the proposed transfer of a transferor’s business (or any part of a transferor’s business) under this Division.

(5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally.
(6) The Authority must serve a copy of any report furnished under subsection (4) on the transferor and the transferee.

5 10 15 20 25 30 106 (7) The Authority may require a person to furnish, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.
(8) Any person who — (a) without reasonable excuse, fails to comply with any requirement under subsection (7); or (b) in purported compliance with any requirement under subsection (7), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that the person is required to furnish under subsection (7), that the information or document might the information or document is not admissible in evidence against the person in under criminal subsection (8).
tend to incriminate the person, proceedings proceedings other than Approval of transfer 46AAJ.—(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.
(2) Before making an application under subsection (1) — (a) the transferor must lodge with the Authority a report setting out such details of the transfer and furnish such supporting documents as the Authority may specify; (b) the transferor must obtain the consent of the Authority under section 46AAI(1)(a); 107 (c) the transferor and the transferee must, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary; (d) the transferor must, at least 15 days before the application is made but not earlier than one month after the report mentioned in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed by regulations made under section 44; (e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report mentioned in paragraph (a) for a period of 15 days after the notice referred to in paragraph (d) is published in the Gazette; and serve on their transferee must (f) unless the Court directs otherwise, the transferor and respective the participants who are affected by the transfer, at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer under paragraph (c).
the Authority approved by (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and 30 (b) may make any application to the Court in relation to the transfer.

(4) The Court must not approve the transfer if the Authority has not consented under section 46AAI(1)(a) to the transfer.
108 (5) The Court may, after considering the views, if any, of the Authority on the transfer — (a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or (b) refuse to approve the transfer.
(6) If the transferee is not approved as an approved exchange or recognised as a recognised market operator by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being approved as an recognised as a recognised market approved exchange or operator by the Authority.
(7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters: (a) the transfer to the transferee of the whole or any part of the business of the transferor; (b) the allotment or appropriation by the transferee of any share, debenture, policy or other in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; interest (c) the continuation by (or against) the transferee of any the legal proceedings pending by (or against) transferor; (d) the dissolution, without winding up, of the transferor; (e) the provisions to be made for persons who are affected by the transfer; (f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.
(8) Any order under subsection (7) may — 109 (a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question; (b) make provision in relation to any property which is 5 held by the transferor as trustee; and (c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.
(9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part of the business) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.
(10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.
(11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.
(12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made — (a) a copy of the order with the Registrar of Companies and with the Authority; and (b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority 10 15 20 25 30 110 concerned with the registration or dealings in that land.
recording of or transferee which contravenes (13) A transferor subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.”.
Amendment of section 46B 9.

Section 46B of the principal Act is amended by deleting the words “securities, futures contracts or derivatives contracts” in the definition of “trade repository” and substituting the words “capital markets products”.

Amendment of section 46K 10.
Section 46K(1) of the principal Act is amended by deleting paragraphs (b) and (c) and substituting the following paragraphs: “(b) the carrying on by the licensed trade repository of any business (called in this section a proscribed business) other than such business or such class of businesses prescribed by regulations made under section 46ZJ; (c) the acquisition by the licensed trade repository of a substantial shareholding in any corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 46ZJ;”.
Amendment of section 46Y 11.

Section 46Y(3) of the principal Act is amended by deleting the word “securities” wherever it appears and substituting in each case the words “financial instrument”.

Amendment of section 46ZIC 111 12.

Section 46ZIC of the principal Act is amended by deleting subsection (11).

Amendment of section 46ZL 13.


Section 46ZL of the principal Act is amended by inserting, 5 immediately after subsection (2), the following subsections: “(2A) The Authority may, at any time, by notice in writing, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).
(2B) A licensed trade repository or licensed foreign trade repository, or any class of licensed trade repositories or class of is exempted under licensed foreign trade repositories, restriction subsection (1) must satisfy every condition or imposed on it under that subsection.
that (2C) A licensed trade repository or licensed foreign trade repository, or any class of licensed trade repositories or class of licensed foreign trade repositories, is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (2A).”.

that Amendment of section 48 14.


Section 48 of the principal Act paragraphs substituting the following paragraphs: (c) and (d) of is amended by deleting the definition of “property” and “(c) any unit in a collective investment scheme; (d) any derivatives contract; or (e) any other asset of value acceptable to an approved clearing house or a recognised clearing house;”.

10 15 20 25 Amendment of section 56 15.


Section 56(1) of the principal Act is amended by deleting the word “after” in paragraph (b) and substituting the words “starting on”.

30 112 Amendment of section 58 16.
Section 58 of the principal Act is amended — (a) by deleting paragraphs (b) and (c) of subsection (1) and substituting the following paragraphs: “(b) the carrying on of any business (called in this section a proscribed business) by the approved clearing house other than such such class of businesses business or prescribed by regulations made under section 81Q; (c) the acquisition by the approved clearing house of a substantial shareholding in any corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class by regulations made under section 81Q;”; and (b) by deleting the word “recognised” in subsection (5) and businesses prescribed of substituting the word “approved”.
5 10 15 20 Repeal and re-enactment of section 59 17.

Section 59 of the principal Act is repealed and the following section substituted therefor: “Obligation to manage risks prudently, etc.

59.

Without prejudice to the generality of section 57(1)(b), an the systems and approved clearing house must ensure that controls concerning the assessment and management of risks of the clearing facility that the approved clearing house operates are its adequate and appropriate for operations.”.
the scale and nature of Amendment of section 65 18.

Section 65 of the principal Act is amended by deleting “59(1),” and substituting “59,”.

25 30 Repeal and re-enactment of section 67 113 19.
Section 67 of the principal Act is repealed and the following section substituted therefor: “Business rules of approved clearing houses have effect as contract 67.—(1) The business rules of an approved clearing house are treated as, and are to operate as, a binding contract — (a) between the approved clearing house and each issuer; (b) between the approved clearing house and each participant; (c) between each issuer and each participant; and (d) between each participant and every other participant.
(2) The approved clearing house, each issuer and each participant are treated as having agreed to observe, and to perform the obligations under, the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved clearing house, issuer or participant, as the case may be.
(3) In this section, “issuer” means a person who issued or made available, or proposes to issue or make available, securities, securities‑based derivatives contracts, or units in a collective investment scheme that are cleared or settled by the approved clearing house.”.

Amendment of section 71 20.

Section 71(14) of the principal Act is amended by deleting the words “Subject to subsections (11) and (12), any” and substituting the word “Any”.

5 10 15 20 25 Amendment of section 72 21.
Section 72 of the principal Act is amended — (a) by deleting subsections (1), (2) and (3) and substituting the 30 following subsections: 114 “(1) The securities or securities-based derivatives contracts of an approved clearing house must not be listed for quotation on an organised market that is operated by any of its related corporations, unless the approved clearing house and the operator of the organised market have entered into such arrangements as the Authority may require — (a) for dealing with possible conflicts of interest that may arise from such listing; and trading (b) for the purpose of ensuring the integrity of the or securities‑based derivatives contracts (as the case may be) of the approved clearing house.
securities the of or the securities (2) Where securities‑based derivatives contracts of an approved clearing house are listed for quotation on an organised market operated by any of the Authority may act in place of the operator of the in making decisions and taking organised market action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on — its related corporations, (a) the admission of the approved clearing house to, or the removal of the approved clearing house from, the official list of the organised market; and (b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved clearing house to be, or the stopping or suspending securities‑based of derivatives contracts (as the case may be) of the approved clearing house from being, securities the or 115 listed for quotation or quoted on the organised market.
(3) The Authority may, by notice in writing to the operator of the organised market — (a) modify the listing rules of the organised market for the purpose of their application to the listing for quotation or trading of the securities or securities‑based derivatives contracts of the approved clearing house; or (b) waive the application of any listing rule of to the approved the organised market clearing house.”; and (b) by deleting the words “securities market” in the section heading and substituting the words “organised market”.
Amendment of section 81I 22.

Section 81I of the principal Act is amended — immediately after the word “securities” (a) by inserting, wherever the words “, securities‑based derivatives contracts or units in a collective investment scheme”; and in subsection (1), it appears (b) by inserting, immediately after the word “securities” in paragraph (a) of the definition of “specified gain” in subsection (4), the words “, securities-based derivatives contracts or units in a collective investment scheme”.
Amendment of section 81Q 23.

Section 81Q(1) of the principal Act is amended by deleting paragraph (c) and substituting the following paragraph: “(c) for the purposes of section 59 and, in particular, specifying measures to manage any risks assumed by an approved clearing house.”.

5 10 15 20 25 30 Amendment of section 81S 116 24.

Section 81S(4) of the principal Act is amended by deleting the word “securities” wherever it appears and substituting in each case the words “financial instrument”.
5 Amendment of section 81SAB 25.

Section 81SAB of the principal Act is amended — (a) by deleting “$15,000” where it first appears in subsection (10) and substituting “$150,000”; and (b) by deleting subsection (11).

10 Amendment of section 81SB 26.


Section 81SB of the principal Act is amended by inserting, immediately after subsection (2), the following subsections: “(2A) The Authority may, at any time, by notice in writing, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).
(2B) An approved clearing house or a recognised clearing house, or any class of approved clearing houses or class of under recognised subsection (1) must satisfy every condition or restriction imposed on it under that subsection.
exempted clearing houses, that is (2C) An approved clearing house or a recognised clearing house, or any class of approved clearing houses or class of recognised under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (2A).”.

exempted clearing houses, that is Amendment of section 81SS 27.
Section 81SS of the principal Act is amended — (a) by inserting, immediately after the words “except that” in the words “, where the instrument of subsection (6), assignment or charge specifies the number of book‑entry securities to which the assignment or charge relates,”; 15 20 25 30 117 (b) by deleting paragraph (b) of subsection (10) and substituting the following paragraph: “(b) transferred by the chargor, by way of sale or otherwise, except — (i) upon the production of a duly executed discharge of charge in the prescribed form; or (ii) upon the return of such book‑entry securities to the chargor’s control with the approval in writing of the chargee.”; and (c) by inserting, immediately after subsection (10), the following subsection: “(10A) A charge on book-entry securities made in accordance with the provisions of this section is treated as discharged if such book‑entry securities have been returned to the chargor’s control with the approval in writing of the chargee.”.
Amendment of section 81ST 28.

Section 81ST of the principal Act is amended — (a) by deleting the words “a securities exchange” in subsections (1) and (2) and substituting in each case the words “an approved exchange”; and (b) by deleting the words “securities exchange” in the section heading and substituting the words “approved exchange”.

Amendment of section 81ZA 29.
Section 81ZA(1) of the principal Act is amended by deleting paragraphs (b) and (c) and substituting the following paragraphs: “(b) the carrying on of any activity by the approved holding company other than such activity or such class of activities prescribed by regulations made under section 81ZK; 118 (c) the acquisition by the approved holding company of a substantial shareholding in a corporation, which carries on any activity other than such activity or such class of activities prescribed by regulations made under section 81ZK;”.
Amendment of section 81ZG 30.
Section 81ZG of the principal Act is amended — (a) by deleting subsections (1), (2) and (3) and substituting the following subsections: “(1) The securities or securities‑based derivatives contracts of an approved holding company must not be listed for quotation on an organised market that is operated by any of its related corporations, unless the approved holding company and the operator of the organised market have entered into such arrangements as the Authority may require — (a) for dealing with possible conflicts of interest that may arise from such listing; and trading (b) for the purpose of ensuring the integrity of the or securities‑based derivatives contracts (as the case may be) of the approved holding company.
securities the of or the securities contracts of securities‑based (2) Where an approved holding derivatives company are listed for quotation on an organised market operated by any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on — 119 (a) the admission of the approved holding the the the removal of company to, or approved holding company from, official list of the organised market; and (b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved holding stopping or company to be, or suspending or the securities‑based derivatives contracts (as the case may be) of the approved holding company from being, listed for quotation or quoted on the organised market.
securities the of (3) The Authority may, by notice in writing to the operator of the organised market — the (a) modify the listing rules of the organised market for the purpose of their application or to securities‑based derivatives contracts of the for holding quotation or trading; or securities approved company listing the of (b) waive the application of any listing rule of to the approved the organised market holding company.”; and (b) by deleting the words “securities market” in the section heading and substituting the words “organised market”.
Amendment of section 81ZGD 31.

Section 81ZGD of the principal Act is amended by deleting subsection (11).

5 10 15 20 25 120 Amendment of section 81ZI 32.


Section 81ZI of the principal Act is amended — (a) by deleting the words “licensed trade repository or licensed foreign trade repository” in subsection (2) and substituting the words “approved holding company”; and (b) by inserting, immediately after subsection (2), the following subsections: “(2A) The Authority may, at any time, by notice in writing, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).
(2B) An approved holding company, or any class of approved holding companies, that is exempted under satisfy every condition or subsection (1) must restriction imposed on it under that subsection.

(2C) An approved holding company, or any class of approved holding companies, that is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (2A).”.

5 10 15 20 Amendment of section 84 33.


Section 84(1) of the principal Act is amended by deleting the word “prescribe” and substituting the word “specify”.

Amendment of section 86 25 30 34.

Section 86(3) of the principal Act is amended by deleting the words “a securities exchange, futures exchange” and substituting the words “an approved exchange”.

Amendment of section 88 35.
Section 88 of the principal Act is amended by inserting, immediately after subsection (1), the following subsection: “(1A) Without prejudice to the generality of subsection (1), where the Authority grants a capital markets services licence to carry on a business of dealing in capital markets products, the 121 conditions or Authority may impose restrictions under subsection (1) restricting the holder of the capital markets services licence to one or more types of capital markets products in respect of which the holder may carry on a business of dealing in capital markets products.”.
Amendment of section 91 36.

Section 91(1) of the principal Act is amended by deleting the words “in cash or in such other form as the Authority may prescribe in respect of that licence” and substituting the words “as the Authority may prescribe by regulations made under section 100 in respect of that licence and in such form as the Authority may specify”.

Amendment of section 94 37.


Section 94(1) of the principal Act is amended by inserting, immediately after the word “activities” in paragraph (c), the words “and the type or types of capital markets products”.

Amendment of section 97 38.

Section 97(1) of the principal Act is amended by inserting, immediately after the words “section 101A” in paragraph (v), the words “or 123ZZC”.

Amendment of section 97A 39.


Section 97A(5) of the principal Act is amended by deleting the words “memorandum or articles of association” and substituting the word “constitution”.

5 10 15 20 Amendment of section 97F 40.

Section 97F of the principal Act is amended by deleting 25 subsection (11).

122 Amendment of section 99 41.


Section 99(1) of the principal Act is amended — 5 (a) by deleting the words “securities exchange, futures exchange,” in paragraph (f) and substituting the words “approved exchange,”; and (b) by deleting the words “a securities market or futures market” in paragraph (f) and substituting the words “an organised market”.

Amendment of section 99C 10 42.


Section 99C(1) of the principal Act is amended by deleting paragraph (c) and substituting the following paragraph: “(c) the current and past types of regulated activities the types of capital markets performed by him, products in respect of which he performed each regulated activity and the date of commencement and cessation (if any) of his performance of such activities;”.

Amendment of section 101 43.


Section 101(2) of the principal Act is amended by inserting, immediately after the word “of” in paragraph (a), the words “and in respect of the risk management of”.

Amendment of section 108 44.

Section 108 of the principal Act is amended by deleting paragraph (ii) and substituting the following paragraph: “(ii) where the holder exchange, a copy of the report exchange.”.

is a member of an approved to the approved Amendment of section 110 45.
Section 110(1) of the principal Act is amended by deleting the words “securities exchange, futures exchange,” in paragraph (c) and substituting the words “approved exchange,”.

15 20 25 30 Amendment of section 114 123 46.

Section 114 of the principal Act is amended by deleting the words “securities exchange, futures exchange,” and substituting the words “approved exchange,”.

Amendment of section 123 47.


Section 123(2) of the principal Act is amended — (a) by deleting the words in paragraph (a) and substituting the words “product financing”; financing” “securities (b) by deleting the word “securities” in paragraph (ia) and substituting the words “capital markets products”; and (c) by deleting the words “securities or futures contracts” in paragraph (m) and substituting the words “capital markets products”.

New Part VIAA 48.
New Part VIAA 48.

The principal Act is amended by inserting, immediately after section 123, the following Part: “PART VIAA FINANCIAL BENCHMARKS Objectives of this Part 123A.

The objectives of this Part are — 5 10 15 20 (a) to promote fair and transparent determination of financial benchmarks; and (b) to reduce systemic risks.

Division 1 — Designation of Financial Benchmarks 25 Power of Authority to designate financial benchmarks 123B.
The Authority may, by order in the Gazette, designate a financial benchmark as a designated benchmark for the purposes of this Part if the Authority is satisfied that — 5 124 (a) the financial benchmark has systemic importance in the financial system of Singapore; (b) a disruption in the determination of the financial benchmark could affect public confidence in the the financial system of financial benchmark or Singapore; (c) the determination of the financial benchmark could be susceptible to manipulation; or (d) it is otherwise in the interests of the public to do so.
10 Withdrawal of designation of financial benchmark 123C.

The Authority may, by order in the Gazette, withdraw the designation of any designated benchmark if the Authority is of the opinion that the considerations in section 123B are no longer valid or satisfied.
Division 2 — Benchmark Administrators of Designated Benchmarks Subdivision (1) — Authorised benchmark administrator Requirement for authorisation 123D.—(1) No person may carry on, or hold himself out as carrying on, a business of administering a designated benchmark, unless the person is an authorised benchmark administrator.

(2) No person may hold himself out as an authorised benchmark authorised unless benchmark administrator.
administrator, he an is (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.
(4) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not 15 20 25 30 125 exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction.

Application for authorisation 123E.—(1) A corporation may apply to the Authority to be authorised as an authorised benchmark administrator.
(2) An application made under subsection (1) must be — (a) made in such form and manner as may be specified by the Authority; and (b) accompanied by a non-refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority.

(3) The Authority may require an applicant to furnish it with such information or documents as the Authority considers necessary in relation to the application.
Power of Authority to authorise benchmark administrators 123F.—(1) Where a corporation mentioned in section 123E(1) makes an application under that provision, the Authority may an authorised benchmark the authorise administrator.
corporation as (2) The Authority may authorise a corporation as an authorised benchmark administrator under subsection (1) subject to such conditions or restrictions as the Authority may impose by notice in writing, including conditions or restrictions, either of a general or specific nature, relating to — (a) the process for the determination of the designated benchmark; or (b) any other undertake.
activities that the corporation may 30 126 (3) The Authority may, at any time, by notice in writing to the authorised benchmark administrator, vary any condition or restriction or impose any further condition or restriction.

(4) An authorised benchmark administrator must, for the satisfy every condition or duration of restriction that may be imposed on it under subsections (2) and (3).
the authorisation, (5) The Authority must not authorise a corporation as an authorised benchmark administrator, unless the corporation meets such requirements as the Authority may prescribe by regulations made under section 123ZZA, either generally or specifically.
(6) The Authority may refuse to authorise a corporation as an authorised benchmark administrator, if — (a) the corporation has not provided the Authority with such information, as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; and (ii) any circumstances the corporation’s manner of conducting business or operations; likely affect to (b) any information or document provided by the corporation to the Authority is false or misleading; (c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; (d) execution against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; (e) a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, 127 whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; (f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder, as the case may be, being a compromise or scheme of arrangement that is still in operation; 5 (g) the corporation, a substantial shareholder of corporation or any officer of the corporation — the 10 (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer, as the case may be, had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act
 committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016; (h) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the activity of administering a designated benchmark; (i) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; 15 20 25 30 128 (j) the Authority has reason to believe that the in the best corporation may not be able to act interests of a class, or the classes, of users of the having the designated financial and reputation, reliability of its officers, corporation or employees or substantial shareholders; (k) the Authority is not satisfied as to — benchmark, character, the to integrity regard (i) the financial standing of the corporation or any of its substantial shareholders; or (ii) the manner in which the business of conducted, or the the to be corporation are in relation to administering a to be the corporation is operations of conducted, designated benchmark; (l) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in designated connection with benchmark; administering a (m) there are other circumstances which are likely to — (i) lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; (n) the Authority has reason to believe that the corporation, or any of its officers or employees, will not perform the activity of
 administering a designated benchmark, efficiently, honestly or fairly; 129 (o) the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation benchmark as administrator; or authorised an (p) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(7) Subject to subsection (8), the Authority must not refuse to authorise benchmark authorised administrator under subsection (6) without giving the corporation an opportunity to be heard.
corporation an as a (8) The Authority may refuse to authorise a corporation as an authorised benchmark administrator on any of the following grounds without giving the corporation an opportunity to be heard: (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) the Act 2016, involving fraud or dishonesty or conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; (d) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(9) The Authority must give notice in the Gazette of any authorisation under subsection (1).

5 10 15 20 25 30 130 (10) Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister, whose decision is final.
authorised benchmark administrator who (11) Any contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Deposit to be lodged by corporation or authorised benchmark administrator 123G.—(1) The Authority may require the corporation mentioned in section 123E(1) that has made an application under that provision to lodge with the Authority, at the time of its application and in such manner as the Authority may determine, a deposit of such amount as the Authority may prescribe by regulations made under section 123ZZA in respect of that authorisation and in such form as the Authority may specify.
(2) The Authority may prescribe by regulations made under section 123ZZA the circumstances and purposes for the use of the deposit.

False statements in relation to application for authorisation 123H.
Any person who, in connection with an application for authorisation as an authorised benchmark administrator — (a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or (b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
131 Annual fees payable by authorised benchmark administrator 123I.—(1) Every authorised benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as may be specified by the Authority.

(2) Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it.
(3) The Authority need not refund any annual fee paid if — (a) the authorisation is revoked, suspended or withdrawn during the period to which the annual fee relates; (b) the authorised benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or (c) a prohibition order has been made against authorised section 123ZZC.
benchmark administrator the under (4) Where an authorised benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.
Revocation, suspension or withdrawal of authorisation 123J.—(1) The Authority may revoke the authorisation of a corporation as an authorised benchmark administrator under section 123F(1) if — (a) there exists a ground on which the Authority must refuse an application under section 123F(5) or may refuse an application under section 123F(6); 132 (b) the corporation does not commence carrying out the activity of administering a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123F(1); (c) the corporation ceases to carry on a business of administering a designated benchmark in respect of a particular designated benchmark, or where it administers more than one designated benchmark, in respect of all of its designated benchmarks; (d) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; (e) the Authority has reason to believe that the corporation has not acted in the best interests of the users of the designated benchmark or any class of users of the designated benchmark; (f) the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly; (g) the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction
 issued to it by the Authority under this Act, or any provision of this Act; (h) it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from — (i) this Act; or (ii) any written direction issued by the Authority under this Act; (i) the Authority has corporation is reason to believe that activity out the carrying the of 133 administering a designated benchmark in a manner that is contrary to the interests of the public; (j) the corporation has furnished any information or document to the Authority that is false or misleading; (k) the corporation fails to pay the annual fee mentioned in the manner specified by the in section 123I Authority; or (l) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(2) The Authority may — (a) suspend the authorisation granted to an authorised benchmark administrator for a specific period instead of revoking it under subsection (1); and (b) at any time extend or revoke the suspension.

(3) Subject to subsection (4), the Authority may, upon an application in writing made to it by an authorised benchmark administrator, in such form and manner as may be specified by the Authority, withdraw the authorisation of the authorised benchmark administrator.
(4) The Authority may refuse to withdraw the authorisation of an authorised benchmark administrator under subsection (3) where the Authority is of the opinion that — (a) there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or (b) the withdrawal of the authorisation would not be in the public interest.
(5) Subject to subsection (6), the Authority must not — (a) revoke the authorisation granted to an authorised benchmark administrator under subsection (1); 30 (b) suspend the authorisation granted to an authorised benchmark administrator under subsection (2); or 134 (c) refuse the withdrawal of the authorisation granted to under benchmark administrator authorised an subsection (4), without giving the authorised benchmark administrator an opportunity to be heard.
(6) The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark administrator without giving the corporation an opportunity to be heard on any of the following grounds: (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; (d) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; (e) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(7) Any corporation that is aggrieved by a decision of the corporation under Authority made the subsection (1), corporation is notified of the decision, appeal to the Minister, whose decision is final.

(4) may, within 30 days after in relation to the (2) or 135 (8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.
(9) The Minister may, when deciding an appeal under subsection (7), make such modification as he considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.
(10) Any revocation, the authorisation of a corporation as an authorised benchmark administrator does not operate so as to — suspension or withdrawal of (a) avoid or affect any agreement, transaction or arrangement corporation, entered into by the whether the agreement, transaction or arrangement was entered into before, on or after the revocation, suspension or withdrawal of the authorisation; or (b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.
(11) The Authority must give notice in the Gazette of any revocation of authorisation under subsection (1), suspension of authorisation under subsection (2)(a), extension or revocation of suspension of subsection (2)(b) or withdrawal of authorisation under subsection (3).
authorisation under Subdivision (2) — Exempt benchmark administrator Power of Authority to exempt corporations from authorisation 123K.—(1) The Authority may — (a) despite section 337(1), by regulations made under section 123ZZA exempt any corporation or class of corporations; or (b) on the application of any corporation, by notice in writing, exempt the corporation, 136 from the requirement under section 123D(1) to be an authorised benchmark administrator.
(2) The Authority may require a corporation to furnish it with such information or documents as the Authority considers under an necessary subsection (1)(b).
application made relation in to (3) The Authority may by regulations, or by notice in writing, impose any conditions or restrictions on an exempt benchmark administrator in relation to its carrying out the activity of administering a designated benchmark or any related matter, including conditions or restrictions relating to — (a) the process for the determination of the designated benchmark; or (b) any other undertake.
activities that the corporation may (4) The Authority may, at any time, by notice in writing to an exempt benchmark administrator under subsection (1)(b), vary any condition or restriction mentioned in subsection (3) or impose any further condition or restriction relating to the exemption.

(5) The Authority must give notice in the Gazette of any exemption under subsection (1)(b).
(6) An exempt benchmark administrator must comply with such conditions or restrictions imposed on it under subsection (3) or (4).
(7) Any exempt benchmark administrator who contravenes any condition or restriction imposed under subsection (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

False statements in relation to application for exemption 123L.
Any person who, in connection with an application for exemption under section 123K(1)(b) — 137 (a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or (b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
Annual fees payable by exempt benchmark administrator 123M.—(1) Every exempt benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as may be specified by the Authority.

(2) Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it.
(3) The Authority need not refund any annual fee paid if — (a) the exemption is revoked during the period in which the annual fee relates; (b) the exempt benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or (c) a prohibition order has been made against the exempt benchmark administrator under section 123ZZC.
(4) Where an exempt benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.
138 Power to revoke exemption 123N.—(1) The Authority may revoke any exemption granted to a corporation under section 123K(1) if — (a) the corporation does not commence carrying on a business of administering a designated benchmark in respect of a particular designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks, within 12 months starting on the date on which it was granted the exemption; (b) the corporation ceases to carry on a business of administering a designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks; (c) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; (d) the corporation contravenes any condition or restriction relating to the exemption, any direction issued to it by the Authority under this Act, or any provision of this Act; (e) the Authority is of the opinion that the corporation has carried out the activity of administering a designated benchmark in a manner that is contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public; (f) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (g) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed,
 whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; 139 (h) the corporation has been convicted, whether in involving Singapore or elsewhere, of an offence, fraud or dishonesty, or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; (i) the corporation has furnished any information or document to the Authority that is false or misleading; (j) the corporation fails to pay the annual fee mentioned in section 123M; or (k) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(2) Subject to subsection (3), the Authority must not revoke any exemption granted to a corporation under subsection (1) without giving the corporation an opportunity to be heard.
(3) The Authority may revoke an exemption granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard: (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect, of any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; (d) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority 140 has withdrawn the designation of that designated benchmark under section 123C; (e) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(4) Any corporation that is aggrieved by a decision of the Authority made corporation under in relation to the subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final.

(5) Despite the lodging of an appeal under subsection (4), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.
(6) The Minister may, when deciding an appeal under subsection (4), make such modification as he considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.
(7) Any revocation of an exemption granted to any corporation does not operate so as to — (a) avoid or affect any agreement, transaction or arrangement corporation, entered into by the whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the exemption; or (b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.
(8) The Authority must give notice in the Gazette of any revocation of an exemption mentioned in subsection (1).
141 Subdivision (3) — Code on designated benchmark Code on designated benchmark 123O.—(1) For the effective administration and control of designated benchmark every administrator and exempt benchmark administrator must — benchmarks, authorised (a) prepare and issue (in the manner specified by the Authority) a code in respect of each designated benchmark in respect of which it carries on a business of administering a designated benchmark (called in this Act a code on designated benchmark) that — (i) sets out the standards to be maintained by every exempt designated in relation to that authorised benchmark benchmark submitter, designated benchmark; and benchmark submitter submitter, and (ii) complies with subsection (2); and (b) obtain the Authority’s written approval for the code on designated benchmark before that code on designated benchmark is issued.
(2) A code on designated benchmark must deal with such matters as may be prescribed by regulations made under section 123ZZA or as may be specified by notice in writing to the authorised benchmark administrator or exempt benchmark administrator.
(3) Every authorised benchmark administrator and exempt benchmark administrator must not amend a code on designated benchmark unless the authorised benchmark administrator and exempt benchmark administrator (as the case may be) — (a) complies with such requirements as may be prescribed 30 by regulations made under section 123ZZA; (b) complies with such conditions or restrictions which the Authority may by notice in writing impose; and (c) obtains the Authority’s written approval to do so.
142 (4) In this section, the reference to an amendment to a code on designated benchmark is to be construed as a reference to a change to any of the following: (a) the scope of the code on designated benchmark; (b) any requirement, obligation or restriction under the code on designated benchmark, whether the change is made by an alteration to the text of the code on designated benchmark, or by any other notice issued by or on behalf of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) modifying the code on designated the meaning or benchmark.
interpretation of (5) Every authorised benchmark administrator and exempt in respect of each code on benchmark administrator must, designated benchmark that it issues — (a) ensure that the code on designated benchmark takes into account the practices and developments in the market; and (b) enforce compliance with the code on designated benchmark.
(6) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in respect of its business or activity of providing information in relation to a designated benchmark, comply with the code on designated benchmark issued by the authorised benchmark administrator or exempt benchmark administrator, as the case may be.
exempt benchmark submitter (7) Without prejudice to section 123ZL, every authorised benchmark submitter, and designated benchmark submitter must have systems and controls in place to ensure compliance with each code on designated benchmark that it is required to comply with under subsection (6).
(8) Any authorised benchmark administrator or exempt benchmark administrator which contravenes subsection (1), 143 (2), (3) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
(9) Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
exempt submitter submitter, benchmark (10) Despite subsection (6), a failure of any authorised benchmark or designated benchmark submitter to comply with a code on designated benchmark does not of itself render that authorised benchmark or designated benchmark submitter, as the case may be, liable to criminal proceedings but any such failure may be relied upon by any party in any proceedings (whether civil or criminal) as tending to establish or negate any liability which is in question in those proceedings.
benchmark submitter, submitter exempt Subdivision (4) — Obligations of authorised benchmark administrators and exempt benchmark administrators General obligations 123P.—(1) Every authorised benchmark administrator and exempt benchmark administrator must, for every designated benchmark in respect of which it carries on a business of administering a designated benchmark — (a) manage any risks associated with its business and 30 operations prudently; (b) ensure that the systems and controls concerning its performing the activity of administering a designated 144 benchmark are adequate and appropriate for the scale and nature of its operations; (c) have sufficient resources — financial, human and system (i) to carry on a business of administering a designated benchmark; and (ii) to meet contingencies or disasters; (d) maintain governance arrangements that are adequate for the designated benchmark to be determined in a fair and efficient manner; and (e) ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.
(2) In subsection (1)(c), “contingencies or disasters” includes technical disruptions occurring within automated systems.
Obligation to notify Authority of certain matters 123Q.—(1) Every authorised benchmark administrator and exempt benchmark administrator must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance: (a) any material change to the information provided by the authorised benchmark administrator or the exempt benchmark administrator, in its application under section 123E(1) or 123K(1)(b) respectively; (b) the carrying on of any business (called in this section a proscribed business) by the authorised benchmark administrator or exempt benchmark administrator, as the case may be, other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA; (c) the acquisition benchmark the administrator or exempt benchmark administrator, as the case may be, of a substantial shareholding in a authorised by 145 corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA; (d) any failure of an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter, as the case may be, to comply with the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator; (e) any other matter that the Authority may — (i) prescribe by regulations made the purposes of under this section 123ZZA for paragraph; or (ii) specify by notice in writing, to the authorised benchmark administrator or exempt benchmark administrator, as the case may be.
(2) Without prejudice to the generality of section 123ZZB(1), the Authority may, at any time after receiving a notification mentioned in subsection (1), issue directions to the authorised benchmark administrator or exempt benchmark administrator, as the case may be — (a) where the notice relates to a matter mentioned in subsection (1)(b) — (i) to cease carrying on the proscribed business; or (ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or (b) where the notice relates to a matter mentioned in subsection (1)(c) — (i) to dispose all or any part of its shareholding in the proscribed corporation within such time and 146 subject to such conditions as specified in the directions; or (ii) to exercise or not to exercise its rights relating to such shareholding subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights is in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public.
(3) An authorised benchmark administrator or an exempt benchmark administrator must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act (Cap.

50) or any other law.


(4) An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.
(5) An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may specify by notice in writing to the authorised benchmark administrator or an exempt benchmark administrator, as the case may be, no later than such time as the Authority may specify in that notice.
Obligation to maintain proper records 123R.—(1) Every authorised benchmark administrator and exempt benchmark administrator must maintain a record of the following in respect of a designated benchmark administered by it: (a) all information or expressions of opinion used for the purposes of determining the designated benchmark; 147 (b) the manner in which the formula or other methods of information or applied to the calculation is expressions of opinion mentioned in paragraph (a) in the determination of the designated benchmark; (c) such other matters as the Authority may prescribe by 5 regulations made under section 123ZZA.
(2) The record mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA.

Obligation to submit periodic reports 123S.

Every authorised benchmark administrator and exempt benchmark administrator must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe by regulations made under section 123ZZA.

Notification of change of particulars 123T.
Where — (a) an authorised benchmark administrator or exempt benchmark administrator ceases to carry on a business of administering a designated benchmark; or (b) a change occurs in any matter records of which are required by section 123U(1) to be kept in relation to the authorised benchmark administrator or exempt benchmark administrator, the authorised benchmark administrator or exempt benchmark administrator, as the case may be, must, not later than 14 days after the occurrence of the event, furnish particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA.
Records of authorised benchmark administrators and exempt benchmark administrators 123U.—(1) The Authority must keep records of every authorised benchmark administrator and exempt benchmark 10 15 20 25 30 148 administrator, setting out the following information of each authorised benchmark administrator and exempt benchmark administrator: (a) the name of the authorised benchmark administrator or exempt benchmark administrator; (b) the address of the principal place at which the authorised benchmark administrator or exempt benchmark administrator carries on a business of administering a designated benchmark; (c) where the business is carried on under a name or style other than the name of the authorised benchmark administrator or exempt benchmark administrator, as the case may be, the name or style under which the business is carried on; (d) such other information as may be prescribed by regulations made under section 123ZZA.
(2) The Authority may publish the information mentioned in subsection (1) or any part of that information in any form and manner.

5 10 15 20 Obligation to assist Authority 123V.
Every authorised benchmark administrator and exempt benchmark administrator must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — (a) the furnishing of returns; and (b) the provision of books and information — (i) relating to the business of the authorised exempt benchmark or benchmark administrator, as the case may be; or administrator (ii) in respect administered by it.
of a designated benchmark 25 30 Penalties under this Subdivision 149 123W.

Any authorised benchmark administrator or exempt benchmark administrator which contravenes section 123P, 123Q, 123R, 123S, 123T or 123V shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Subdivision (5) — Matters requiring approval of Authority Approval of chief executive officer and director of authorised benchmark administrator 123X.—(1) Subject benchmark administrator must not — subsection (3), an to authorised (a) appoint a person as its chief executive officer or director; or (b) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, unless the authorised benchmark administrator has obtained the approval of the Authority.
(2) Where an authorised benchmark administrator has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as chief executive officer or director, as the the authorised benchmark administrator case may be, of immediately upon the expiry of the earlier term without the approval of the Authority.
(3) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person — (a) does not reside in Singapore; and 150 (b) is not directly responsible for its carrying out the activity of administering a designated benchmark or any part of the activity of administering a designated benchmark.
(4) Without prejudice to any other matter that the Authority may consider relevant, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator.

the Authority may, (5) Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark administrator an opportunity to be heard.
(6) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark administrator an opportunity to be heard: (a) the person is an undischarged bankrupt, whether in Singapore or elsewhere; (b) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the person; (c) the person has been convicted, whether in Singapore or elsewhere, of an offence — (i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more.
(7) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard.
(8) Without prejudice to the Authority’s power to impose conditions or restrictions under section 123F(2), the Authority 151 may, at any time by notice in writing to the authorised benchmark administrator, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition.
authorised (9) Any administrator which benchmark contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

authorised (10) Any administrator which benchmark contravenes any condition imposed under subsection (8) shall be guilty of an offence.
Removal of officer of authorised benchmark administrator 123Y.—(1) Despite the provisions of any other written law — (a) an authorised benchmark administrator must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and (b) an authorised benchmark administrator is that incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, if the person — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, being an offence — (A) involving fraud or dishonesty; (B) the conviction for which involved a finding that he had acted fraudulently or dishonestly; or 152 (C) that is specified in the Third Schedule to the Registration of Criminals Act (Cap.
268); (ii) is an undischarged bankrupt, whether in Singapore or elsewhere; (iii) has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part; (iv) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a scheme of arrangement that is still in operation; compromise or (v) has had a prohibition order under section 59 of the Financial Advisers Act (Cap.

110), section 35V of the Insurance Act (Cap.
142), or section 101A or 123ZZC made against him that remains in force; or (vi) has been a director of, or directly concerned in the institution, management of, a regulated financial whether in Singapore or elsewhere — (A) which is being or has been wound up by a court; or (B) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory.
(2) Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark administrator that is incorporated in Singapore, or an executive officer of an authorised benchmark administrator — (a) has wilfully contravened or wilfully caused the authorised benchmark administrator to contravene any provision of this Act; 153 (b) has, without reasonable excuse, failed to secure the benchmark compliance administrator with this Act, the Monetary Authority of Singapore Act (Cap.
186) or any of the written laws set out in the Schedule to that Act; or authorised the of (c) has failed to discharge any of the duties of his office, the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by notice in writing to the authorised benchmark administrator, direct the authorised benchmark administrator to remove the director or executive officer, as the case may be, from his office or employment within such period as may be specified by the Authority in the notice, and the authorised benchmark administrator must comply with the notice.
(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark administrator has failed to discharge the duties of his office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator.
(4) The Authority must not direct an authorised benchmark administrator to remove a person from the person’s office under subsection (2) without giving the authorised benchmark administrator an opportunity to be heard.

(5) Where the Authority directs an authorised benchmark administrator to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard.
(6) No criminal or civil liability is incurred by — (a) an authorised benchmark administrator; or (b) any person acting on behalf of an authorised benchmark administrator, 154 in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.
authorised administrator which benchmark (7) Any contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
(8) In this section, unless the context otherwise requires — “regulated financial institution” means a person who carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, would be regulated or authorised by the Authority; “regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act, the Monetary Authority of Singapore Act or any of the written laws set out in the Schedule to that Act.
Control of take-over of authorised benchmark administrator 123Z.—(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.
(2) A person must not enter into any arrangement in relation to shares in an authorised benchmark administrator that is a company by virtue of which he would, if the arrangement is carried out, obtain effective control of the authorised benchmark administrator, unless he has obtained the prior approval of the Authority to his entering into the arrangement.
155 the Authority’s approval under (3) An application for subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that — (a) the applicant effective administrator; is a fit and proper person to have authorised benchmark the control of (b) having regard to the applicant’s likely influence, the likely to authorised benchmark administrator continue to carry on a business of administering a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and is (c) the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as may be specified in written directions by the Authority.
(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition — applicant’s or shares or voting power the acquisition of authorised benchmark administrator; or further in the (a) restricting disposal (b) restricting the applicant’s exercise of voting power in the authorised benchmark administrator, and the applicant must comply with such conditions.
(5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act (Cap.

50) or anything contained in the constitution of the authorised benchmark administrator.
(6) For the purposes of this section and section 123ZA — (a) a reference to a person entering into an arrangement in relation to shares includes — 156 (i) entering into an agreement or any formal or or arrangement informal understanding, to acquire those shares; scheme, (ii) making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of his shares to the first person; to acquire (iii) the first person obtaining a right shares under an option, or to have shares transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and (iv) becoming a trustee of a trust in respect of those shares; (b) a person is regarded as obtaining effective control of the authorised benchmark administrator by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out — (i) acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator; or (ii) control, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator; and (c) a reference to the voting power in the authorised benchmark administrator is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark administrator.
(7) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.
157 Objection to control of authorised benchmark administrator 123ZA.—(1) The Authority may serve a written notice of objection on — (a) any person required to obtain the Authority’s approval or who has obtained the approval under section 123Z; or (b) any person who, whether before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator, if the Authority is satisfied that — (i) any condition of approval imposed on the person under section 123Z(4) has not been complied with; (ii) the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark administrator; (iii) having regard to the likely influence of the person, the authorised benchmark administrator is not able to or is no longer activity of administering a designated benchmark prudently or to comply with the provisions of this Act or any direction made thereunder; likely to conduct the (iv) the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA; (v) the person has furnished false or misleading information or documents in connection with an application under section 123Z; or 158 (vi) the Authority would not have granted its approval under section 123Z had it been aware, at that time, of circumstances relevant to the person’s application for such approval.
(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances: (a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; (b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; (c) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the person; (d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.
(3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must — (a) take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123Z(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark administrator in the manner described in subsection (1)(b), or ceases to control 20% or more of in the authorised benchmark the voting power administrator in the manner in subsection (1)(b); or described 159 (b) comply with such other requirements as the Authority may specify in written directions.
(4) Any person served with a notice of objection under this section must comply with the notice.

(5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.

5 Appeals 123ZB.
5 Appeals 123ZB.

Any authorised benchmark administrator who is aggrieved by — 10 (a) the refusal of the Authority to grant an approval to the to appoint a authorised benchmark administrator person as its chief executive officer or director; or (b) the direction of the Authority to the authorised benchmark administrator to remove an officer from office or employment, may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.
Division 3 — Benchmark Submitters of Designated Benchmarks Subdivision (1) — Authorised benchmark submitter Requirement for authorisation 123ZC.—(1) Subject to section 123ZH(1), no person may, as principal or agent, carry on a business or activity of providing information in relation to a designated benchmark unless the person is — 15 20 25 (a) an authorised benchmark submitter; or (b) a designated benchmark submitter.
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not 30 160 exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Application for authorisation 123ZD.—(1) A corporation may apply to the Authority to be authorised as an authorised benchmark submitter.

(2) An application made under subsection (1) must be — (a) made in such form and manner as may be specified by the Authority; and (b) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority.
(3) The Authority may require an applicant to furnish it with such information or documents as the Authority considers necessary in relation to the application.

Power of Authority to authorise benchmark submitters 123ZE.—(1) Where in section 123ZD(1) has made that provision, the Authority may authorise the corporation as an authorised benchmark submitter.
mentioned an application under corporation a (2) The Authority may authorise a corporation as an authorised to such benchmark submitter under subsection (1) subject conditions or restrictions as the Authority may impose by notice in writing, including conditions or restrictions, either of a general or specific nature, relating to the activities that the corporation may undertake.
(3) The Authority may, at any time, by notice in writing to the authorised benchmark submitter, vary any condition or restriction or impose any further condition or restriction.

5 10 15 20 25 30 161 (4) An authorised benchmark submitter must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3).
(5) Subject to regulations made under this Act, the Authority may refuse to authorise a corporation as an authorised benchmark submitter if — (a) the corporation has not provided the Authority with such information, as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or (ii) any circumstances the corporation’s manner of conducting business or operations; likely affect to (b) any information or document provided by the corporation to the Authority is false or misleading; (c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (d) execution against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; (e) a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; (f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial 162 shareholder, as the case may be, being a compromise or scheme of arrangement that is still in operation; (g) the corporation, a substantial shareholder of corporation or any officer of the corporation — the (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer, as the case may be, had acted fraudulently or dishonestly; or (ii) has been convicted
 of an offence under this Act committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016; (h) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; (i) the Authority has reason to believe that corporation may not be able to act interests of a class or classes of users of designated to having reputation, integrity financial corporation or reliability of employees or substantial shareholders; (j) the Authority is not satisfied as to — benchmark character, the regard the in the best the the and its officers, (i) the financial standing of the corporation or any of its substantial shareholders; or (ii) the manner corporation is operations of conducted, in which the business of conducted, or the the to be corporation are in relation to the activity of to be the 163 providing information in relation to a designated benchmark; (k) the Authority is not satisfied as to the record of past performance or expertise of the corporation in providing information in relation to a designated benchmark, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with providing information in relation to a designated benchmark; 5 (l) there are other circumstances which are likely to — 10 (i) lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; (m) the Authority has reason to believe that the corporation will not carry on a business or activity of providing information in relation to a designated benchmark efficiently, honestly or fairly, or that any of the officers or employees of the corporation will not
 act efficiently, honestly or fairly in relation to such business; (n) the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark submitter; or (o) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(6) Subject to subsection (7), the Authority must not refuse to authorise a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard.
15 20 25 30 164 (7) The Authority may refuse to authorise a corporation as an authorised benchmark submitter on any of the following grounds without giving the corporation an opportunity to be heard: (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, the conviction for which involved a finding that it had acted fraudulently or dishonestly; involving fraud or dishonesty or (d) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(8) Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister whose decision is final.

(9) Any authorised benchmark submitter that contravenes subsection (4) shall be guilty of an offence.

False statements in relation to application for authorisation 123ZF.
Any person who, in connection with an application for authorisation as an authorised benchmark submitter — (a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or 165 (b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
5 Revocation, suspension or withdrawal of authorisation 123ZG.—(1) The Authority may revoke the authorisation of a corporation as an authorised benchmark submitter under section 123ZE(1) if — (a) there exists a ground on which the Authority may 10 refuse an application under section 123ZE(5); (b) the corporation does not commence providing information in relation to a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123ZE(1); (c) the corporation ceases to carry on a business or activity of providing information in relation to a designated benchmark; (d) where the corporation carries on a business or activity of providing information in relation to a designated the Authority has withdrawn the benchmark, that designated benchmark under designation of section 123C; (e) where the corporation carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C; (f) the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly; 15 20 25 30 166 (g) the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act, or has failed to comply with
 any principle or rule under the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator to which it provides information; (h) it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from — (i) this Act; or (ii) any written direction issued by the Authority under this Act; (i) the Authority has reason to believe that the corporation is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is contrary to the interests of the public or a section of the public; (j) the corporation has furnished any information or document to the Authority that is false or misleading; or (k) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(2) The Authority may — (a) suspend the authorisation granted to an authorised benchmark submitter for a specific period instead of revoking it under subsection (1); and (b) at any time extend or revoke the suspension.

(3) Subject to subsection (4), the Authority, may upon an application in writing made to it by an authorised benchmark submitter, in such form and manner as may be specified by the 167 Authority, withdraw the authorisation of benchmark submitter.
the authorised (4) The Authority may refuse to withdraw the authorisation of an authorised benchmark submitter under subsection (3) where the Authority is of the opinion that — (a) there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or (b) the withdrawal of the authorisation would not be in the public interest.
(5) Subject to subsection (6), the Authority must not — (a) revoke the authorisation granted to an authorised benchmark submitter under subsection (1); (b) suspend the authorisation granted to an authorised benchmark submitter under subsection (2); or (c) refuse the withdrawal of the authorisation granted to under benchmark authorised submitter an subsection (4), without giving the opportunity to be heard.
authorised benchmark submitter an (6) The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard on any of the following grounds: (a) the corporation is in the course of being wound up or in Singapore or otherwise dissolved, whether elsewhere; (b) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving 168 fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; (d) the Authority has withdrawn the designation of the designated benchmark under section 123C; (e) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the corporation.
(7) Any corporation that is aggrieved by a decision of the Authority made corporation under the subsection (1), corporation is notified of the decision, appeal to the Minister whose decision is final.

(4) may, within 30 days after in relation to the (2) or (8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.
(9) The Minister may, when deciding an appeal under subsection (7), make such modification as he considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.

Subdivision (2) — Exempt benchmark submitter Exemptions from requirement to be authorised as authorised benchmark submitter 123ZH.—(1) The section 123ZC(1): following persons are exempt from (a) any bank licensed under the Banking Act (Cap.
19); (b) any merchant bank authorised as a financial institution the Monetary Authority of Singapore Act under (Cap.

186); (c) any finance company licensed under the Finance Companies Act (Cap.

108); 169 (d) any company or co-operative society licensed under the Insurance Act (Cap.
142); (e) any approved exchange, recognised market operator or approved holding company; (f) any approved clearing house or recognised clearing 5 house; (g) any holder of a capital markets services licence; (h) any authorised benchmark administrator; (i) any financial adviser licensed under the Financial Advisers Act (Cap.
110); (j) such other person or class of persons as may be exempted by the Authority by regulations made under section 337. regulations made (2) The Authority may under by section 123ZZA or by notice in writing impose conditions or restrictions on an exempt person in relation to the business or activity of providing information in relation to a designated benchmark or any related matter and the exempt person must comply with such conditions or restrictions.
(3) Any exempt person who contravenes any condition or restriction imposed under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(4) The Authority may revoke an exemption granted to any person under this section — (a) if the person contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (2); (b) if the person contravenes any direction issued to it under section 123ZZB; 10 15 20 25 30 170 (c) if the person has failed to comply with any principle or rule under the code on designated benchmark; (d) where the person carries on a business or activity of providing information in relation to a particular has designated withdrawn the designation of that designated benchmark under section 123C; the Authority benchmark, if (e) where the person carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated the Authority has withdrawn the benchmark, designation of all of those designated benchmarks under section 123C; or (f) if the Authority considers that the person is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is, in the opinion of the Authority, contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public.
(5) Where the Authority revokes an exemption granted to any person under this section, the Authority need not give the person an opportunity to be heard.

(6) A person who is aggrieved by a decision of the Authority made under subsection (4) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.
Subdivision (3) — Designated benchmark submitter Power of Authority to designate benchmark submitters 123ZI.—(1) The Authority may, by order in the Gazette, designate any of the following persons as a designated benchmark submitter in relation to a designated benchmark: (a) a bank licensed under the Banking Act (Cap.
19); (b) a recognised market operator; 171 (c) a holder of a capital markets services licence; (d) an exempt person; by (e) a person who belongs to such class of persons which is prescribed under regulations section 123ZZA, being a class of persons that the Authority believes on reasonable grounds is capable of providing information in relation to a designated benchmark.
made (2) For the purposes of subsection (1), in deciding whether to designate a person as a designated benchmark submitter in respect of a designated benchmark, the Authority must have regard to — (a) the robustness of the designated benchmark; (b) the extent to which the information or expressions of opinion which the person is able to provide in relation to the designated benchmark is or is likely to be necessary for the functionality of the market or markets in which the designated benchmark is used for reference; (c) the size and extent of the person’s actual and potential the designated participation in the market benchmark seeks to measure, and the extent to which such actual or potential participation is or is likely to be material to the determination of the designated benchmark; that (d) the quality of the information or expressions of opinion which the person is able to provide to enable an authorised benchmark administrator or exempt benchmark administrator to determine the designated benchmark; (e) the selection criteria of the authorised benchmark administrator or exempt benchmark administrator, in relation to the benchmark submitters of a designated benchmark; and 172 (f) such other factors as the Authority considers relevant.
(3) The Authority must not exercise its powers under subsection (1) without giving the person concerned an opportunity to be heard.

the (4) A person who is aggrieved by the exercise of Authority’s powers under subsection (1) may, within 30 days after the date the order under subsection (1) is published, appeal to the Minister whose decision is final.
(5) Despite the lodging of an appeal under subsection (4), a person designated by the Authority under subsection (1) is treated as a designated benchmark submitter pending the decision of the Minister.

is not obliged to (6) A designated benchmark submitter any information to an authorised benchmark disclose administrator or exempt benchmark administrator the designated benchmark submitter is prohibited by any written law from disclosing such information.
if (7) The Authority may, by order in the Gazette, withdraw the designation of any designated benchmark submitter at any time if the considerations in the Authority is of the opinion that subsection (2) are no longer valid or satisfied.
Obligation to provide information for the purposes of determining designated benchmark 123ZJ.—(1) Every designated benchmark submitter must provide to the authorised benchmark administrator or exempt benchmark administrator in respect of a designated benchmark such information or expression of opinion for the purposes of determining the designated benchmark, as the Authority may specify by notice in writing to the designated benchmark submitter, at such time and in such form or manner as the Authority may specify by notice in writing.
(2) Any designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a 173 continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
Power of Authority to impose requirements or restrictions 123ZK.—(1) The Authority may, by notice in writing, impose requirements or restrictions on a designated benchmark submitter.

(2) The Authority may, at any time, by notice in writing to a designated benchmark submitter, vary any requirement or restriction imposed on the designated benchmark submitter.
(3) Any designated benchmark submitter which fails to comply with any requirement or restriction imposed under subsection (1) or (2) shall be guilty of an offence.
Subdivision (4) — Obligations of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters General obligations 123ZL.—(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in relation to the designated benchmark in respect of which it provides information — (a) manage any risks associated with its business and operations prudently; (b) ensure that the systems and controls concerning its performing the activity of providing information in relation to a designated benchmark are adequate and appropriate for the scale and nature of its operations; (c) have sufficient resources — financial, human and system (i) to carry on a business or activity of providing designated relation to a information in benchmark; and 174 (ii) to meet contingencies or disasters; and (d) in the case of an authorised benchmark submitter or a designated benchmark submitter, ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.
(2) In subsection (1)(c), “contingencies or disasters” includes technical disruptions occurring within automated systems.
Obligation to notify Authority of certain matters 123ZM.—(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance: (a) in the case of an authorised benchmark submitter, any material change to the information provided by the authorised benchmark submitter in its application under section 123ZD(1); (b) any change to the type or number of designated benchmarks in relation to which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be, is carrying on a business or activity of providing information in relation to a designated benchmark; (c) the carrying on of any business (called in this section a proscribed business) by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be, other than such business or such class of businesses prescribed by regulations made under section 123ZZA; (d) the authorised acquisition by exempt the benchmark benchmark submitter, or designated benchmark submitter, as the case may be, of a substantial shareholding in a corporation (called in this section a proscribed corporation), which submitter 175 carries on any business other than such business or such class of businesses prescribed by regulations made under section 123ZZA; (e) any other matter that the Authority may — (i) prescribe by regulations made the purposes of under this section 123ZZA for paragraph; or (ii) specify by notice in writing to the authorised benchmark benchmark submitter or designated benchmark submitter, as the case may be.
submitter, exempt (2) Without prejudice to the generality of section 123ZZB(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the authorised benchmark submitter, designated benchmark submitter — benchmark submitter exempt or (a) where the notice relates to a matter mentioned in subsection (1)(c) — (i) to cease carrying on the proscribed business; or (ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or (b) where the notice relates to a matter mentioned in subsection (1)(d) — (i) to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or (ii) to its exercise such rights shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose.
relating to (3) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must comply 176 with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act (Cap.

50) or any other law.


(4) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.
(5) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may specify by notice in writing to the authorised benchmark submitter, exempt benchmark submitter, or designated benchmark submitter, as the case may be, no later than such time as the Authority may specify in that notice.
Obligation to maintain proper records 123ZN.—(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must maintain a record of the following in respect of a designated benchmark: (a) all information or expressions of opinion which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be, provides to any authorised benchmark administrator or exempt benchmark administrator; (b) the basis of the information or the rationale of the expressions of opinion referred to in paragraph (a); (c) such other matters as the Authority may prescribe by regulations made under section 123ZZA.
(2) The records mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA.

5 10 15 20 25 30 Obligation to submit periodic reports 177 exempt 123ZO.

Every authorised benchmark submitter, benchmark submitter or designated benchmark submitter, must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe by regulations made under section 123ZZA.
Notification of change of particulars 123ZP.
Where — (a) an authorised benchmark submitter or exempt benchmark submitter ceases to carry on a business or activity of providing information in relation to a designated benchmark; or (b) a change occurs in any matter records of which are required by section 123ZQ(1) to be kept in relation to the exempt benchmark submitter or designated benchmark submitter, benchmark authorised submitter, authorised benchmark submitter, the exempt benchmark submitter or designated benchmark submitter, as the case may be, must, not later than 14 days after the occurrence of the event, furnish particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA.
Records of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters 123ZQ.—(1) The Authority must keep records of every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, setting out the following information of each authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter: (a) the name of the authorised benchmark submitter, designated exempt benchmark submitter, as the case may be; benchmark submitter or 178 (b) the address of the principal place at which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be, carries on the business or activity of providing information in relation to a designated benchmark; (c) where the business or activity of providing information in relation to a designated benchmark is carried on under a name or style other than the name of the exempt benchmark submitter or designated benchmark style under which the submitter, business is carried on; the name or benchmark authorised submitter, (d) such other information as may be prescribed by regulations made under section 123ZZA.
(2) The Authority may publish the information mentioned in subsection (1) or any part of that information in any manner.

Obligation to assist Authority 123ZR.


Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must provide such assistance to the Authority as the Authority may require for this Act, including — the proper administration of (a) the furnishing of returns; and (b) the provision of books and information relating to the the authorised benchmark submitter, designated business of exempt benchmark submitter, as the case may be.
benchmark submitter or Penalties under this Subdivision authorised benchmark 123ZS.

Any exempt benchmark submitter or designated benchmark submitter which contravenes section 123ZL, 123ZM, 123ZN, 123ZO, 123ZP or 123ZR shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of submitter, 179 a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
Subdivision (5) — Matters requiring approval of Authority Approval of chief executive officer and director of authorised benchmark submitter or designated benchmark submitter 123ZT.—(1) Subject an authorised benchmark submitter or designated benchmark submitter must not — to subsection (3), (a) appoint a person as its chief executive officer or director; or (b) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, unless it has the approval of the Authority to do so.
(2) Where an authorised benchmark submitter or a designated benchmark submitter has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as a chief executive officer or director, as the case may be, of the authorised benchmark submitter or designated benchmark submitter, as the case may be, immediately upon the expiry of the earlier term without the approval of the Authority.
(3) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person — (a) does not reside in Singapore; and (b) is not directly responsible for its carrying out of the activity of providing information in relation to a designated benchmark or any part of the activity of 180 providing information in relation to a designated benchmark.
the Authority may, (4) Without prejudice to any other matter that the Authority may consider relevant, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark submitter or designated benchmark submitter, as the case may be.
(5) Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard.
(6) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard: (a) the person is an undischarged bankrupt, whether in Singapore or elsewhere; (b) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the person; (c) the person has been convicted, whether in Singapore or elsewhere, of an offence — (i) involving fraud or dishonesty or the conviction for which involved a finding that he had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more.
(7) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard.
(8) Without prejudice to the Authority’s power to impose conditions or restrictions under section 123ZE(2) or (3), or 181 requirements or restrictions under section 123ZK, the Authority may, at any time by notice in writing to the authorised benchmark submitter or designated benchmark submitter, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition.
(9) This section does not apply to any designated benchmark submitter that is — 5 (a) a bank licensed under the Banking Act (Cap.

19); 10 (b) a merchant bank approved as a financial institution the Monetary Authority of under section 28 of Singapore Act (Cap.

186); (c) a finance company licensed under the Finance Companies Act (Cap.

108); 15 (d) a holder of a capital markets services licence for any regulated activity; (e) a licensed financial adviser under the Financial Advisers Act (Cap.
110); (f) a direct insurer licensed under the Insurance Act 20 (Cap.

142) to carry on life business; (g) an insurance intermediary registered or regulated under the Insurance Act, who arranges contracts of insurance in Singapore in respect of life business only; or (h) such other person or class of persons as may be under regulations made prescribed by section 123ZZA.
(10) Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
25 30 182 (11) Any authorised benchmark submitter or designated any condition benchmark imposed on it under subsection (8) shall be guilty of an offence.
submitter which contravenes Removal of officer of authorised benchmark submitter or designated benchmark submitter 123ZU.—(1) Despite the provisions of any other written law — (a) an authorised benchmark submitter or a designated benchmark submitter must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and (b) an authorised benchmark submitter or a designated in benchmark Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, incorporated submitter, that is if the person — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, being an offence — (A) involving fraud or dishonesty; (B) the conviction for which involved a finding that he had acted fraudulently or dishonestly; or (C) that is specified in the Third Schedule to the Registration of Criminals Act (Cap.
268); (ii) is an undischarged bankrupt, whether in Singapore or elsewhere; (iii) has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part; (iv) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his 183 creditors, being a arrangement that is still in operation; compromise or scheme of (v) has had a prohibition order under section 59 of the Financial Advisers Act (Cap.
110), section 35V of the Insurance Act (Cap.
142), section 101A or 123ZZC made against him that remains in force; or 5 (vi) has been a director of, or directly concerned in the institution, management of, a regulated financial whether in Singapore or elsewhere — (A) which is being or has been wound up by a court; 10 or (B) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory.
(2) Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark submitter or a designated benchmark submitter, is incorporated in Singapore, or an executive officer of an authorised benchmark submitter or a designated benchmark submitter — that (a) has wilfully contravened or wilfully caused the or designated to authorised benchmark submitter benchmark submitter, as contravene any provision of this Act; the case may be, (b) has, without reasonable excuse, failed to secure the compliance of the authorised benchmark submitter or designated benchmark submitter, as the case may be, with this Act, the Monetary Authority of Singapore Act (Cap.
186) or any of the written laws set out in the Schedule to that Act; or 15 20 25 30 (c) has failed to discharge any of the duties of his office, 35 184 the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by notice in writing to the authorised benchmark submitter or designated benchmark submitter, as the the authorised benchmark submitter or case may be, direct designated benchmark submitter to remove the director or executive officer, as the case may be, from the director’s or executive officer’s office or employment within such period as may be specified by the Authority in the notice, and the authorised benchmark submitter or designated benchmark submitter, as the case may be, must comply with the notice.
(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark submitter or designated benchmark submitter, as the case may be, has failed to discharge the duties of the director’s or executive officer’s office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified in writing to the authorised benchmark submitter or designated benchmark submitter, as the case may be.
(4) The Authority must not direct an authorised benchmark submitter or designated benchmark submitter to remove a person from the person’s office under subsection (2) without giving the authorised benchmark submitter or designated benchmark submitter, as the case may be, an opportunity to be heard.
(5) Where the Authority directs an authorised benchmark submitter or a designated benchmark submitter to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard.
(6) No criminal or civil liability is incurred by — (a) an authorised benchmark submitter; (b) a designated benchmark submitter; or 185 (c) any person acting on behalf of the authorised benchmark submitter or designated benchmark submitter, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.
5 (7) This section does not apply to any designated benchmark submitter that is — (a) a bank licensed under the Banking Act (Cap.

19); 10 (b) a merchant bank approved as a financial institution the Monetary Authority of under section 28 of Singapore Act (Cap.

186); (c) a finance company licensed under the Finance Companies Act (Cap.

108); 15 (d) the holder of a capital markets services licence for any regulated activity; (e) a licensed financial adviser under the Financial Advisers Act (Cap.
110); (f) a direct insurer licensed under the Insurance Act 20 (Cap.

142) to carry on life business; (g) an insurance intermediary registered or regulated under the Insurance Act, who arranges contracts of insurance in Singapore in respect of life business only; or (h) such other person or class of persons as may be under regulations made prescribed by section 123ZZA.
(8) Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1), or any direction issued by the Authority under subsection (2), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a 25 30 186 further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(9) In this section, unless the context otherwise requires — “regulated financial institution” means a person who carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, would be regulated or authorised by the Authority; “regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act, the Monetary Authority of Singapore Act or any of the written laws set out in the Schedule to that Act.
Control of take-over of authorised benchmark submitter or designated benchmark submitter 123ZV.—(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.
(2) A person must not enter into any arrangement in relation to shares in an authorised benchmark submitter or designated benchmark submitter that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark submitter or designated benchmark submitter, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement.
the Authority’s approval under (3) An application for subsection (2) must be made in writing, and the Authority may authorise the application if the Authority is satisfied that — (a) the applicant effective is a fit and proper person to have authorised benchmark the control of 187 submitter or designated benchmark submitter, as the case may be; (b) having regard to the applicant’s likely influence, the authorised benchmark submitter or designated benchmark submitter, as the case may be, is likely to continue to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and (c) the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as may be specified in written directions by the Authority.
(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition — applicant’s or shares or voting power the acquisition of authorised benchmark submitter benchmark submitter, as the case may be; or further in the or designated (a) restricting disposal (b) restricting the applicant’s exercise of voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, and the applicant must comply with such conditions.
(5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act (Cap.

50) or anything contained in the constitution of the authorised benchmark submitter or designated benchmark submitter.
(6) For the purposes of this section and section 123ZW — (a) a reference to a person entering into an arrangement in relation to shares of an authorised benchmark submitter or a designated benchmark submitter, as the case may be, includes — 188 (i) entering into an agreement or any formal or or arrangement informal understanding, to acquire those shares; scheme, (ii) making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person; to acquire (iii) the first person obtaining a right shares under an option, or to have shares transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and (iv) becoming a trustee of a trust in respect of those shares; (b) a person is regarded as obtaining effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be, by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out — (i) acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter, as the case may be; or (ii) control, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; and (c) a reference to the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark submitter or designated benchmark submitter, as the case may be.
189 (7) This section does not apply in relation to any designated benchmark submitter that is — (a) a bank licensed under the Banking Act (Cap.

19); (b) a merchant bank approved as a financial institution the Monetary Authority of under section 28 of Singapore Act (Cap.

186); (c) a finance company licensed under the Finance Companies Act (Cap.

108); (d) the holder of a capital markets services licence for any regulated activity; (e) a licensed financial adviser under the Financial Advisers Act (Cap.
110); (f) a direct insurer licensed under the Insurance Act (Cap.

142) to carry on life business; (g) an insurance intermediary registered or regulated under the Insurance Act, who arranges contracts of insurance in Singapore in respect of life business only; or (h) such other person or class of persons as may be under regulations made prescribed by section 123ZZA.
(8) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.
Objection to control of authorised benchmark submitter or designated benchmark submitter 123ZW.—(1) The Authority may serve a written notice of objection on — (a) any person required to obtain the Authority’s approval under approval obtained the or who section 123ZV; or has 190 (b) any person who, whether before, on or after the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter, as the case may be, or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, if the Authority is satisfied that — (i) any condition of approval imposed on the person under section 123ZV(4) has not been complied with; (ii) the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be; (iii) having regard to the likely influence of the person, the authorised benchmark submitter or designated benchmark submitter, as the case may be, is not able to or is no longer likely to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and any direction made under this Act; (iv) the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA; (v) the person has furnished false or misleading information or documents in connection with an application under section 123ZV; or (vi) the Authority would not have granted its approval under section 123ZV had the Authority been aware, at that time, of circumstances relevant to the person’s application for such approval.
191 (2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances: (a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; (b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; (c) a prohibition order under section 123ZZC has been made by the Authority, and remains in force, against the person; (d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.
(3) Any person served with the written notice of objection must, within the period specified in the notice — (a) take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123ZV(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter in the manner described in subsection (1)(b), or ceases to control 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter in the manner (as the case may be) described in subsection (1)(b); and (as the case may be) (b) comply with such other requirements as the Authority may specify in the notice.
192 (4) This section does not apply in relation to any designated benchmark submitter that is — (a) a bank licensed under the Banking Act (Cap.

19); (b) a merchant bank approved as a financial institution the Monetary Authority of under section 28 of Singapore Act (Cap.

186); (c) a finance company licensed under the Finance Companies Act (Cap.
108); (d) the holder of a capital markets services licence for any regulated activity; (e) a licensed financial adviser under the Financial Advisers Act (Cap.

110); (f) a direct insurer licensed under the Insurance Act (Cap.
142) to carry on life business; (g) an insurance intermediary registered or regulated under the Insurance Act, who arranges contracts of insurance in Singapore in respect of life business only; or (h) such other person or class of persons as may be under regulations made prescribed by section 123ZZA.

(5) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.
Appeals 123ZX.
Any authorised benchmark submitter or designated benchmark submitter that is aggrieved by — (a) the refusal of the Authority to grant an approval to the authorised benchmark submitter or the designated benchmark submitter to appoint a person as its chief executive officer or director; or 193 (b) the direction of the Authority to the authorised benchmark submitter or the designated benchmark submitter from office or employment, to remove an officer may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.
5 Division 4 — Information Gathering Powers over Financial Benchmarks, Disclosure of Information and Record Keeping Provision of information to Authority 123ZY.—(1) The Authority may, by regulations made under section 123ZZA, require a person or a class of persons whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be prescribed in those regulations.
(2) The Authority may, by notice in writing to any person whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure, require such person to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be specified in the notice.
(3) Subject to subsection (5), any person to whom a notice is issued under subsection (2) must comply with the notice.

(4) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
10 15 20 25 30 194 (5) A person referred to in subsection (1) or a person to whom a notice is issued under subsection (2) is not obliged to disclose any information where the person is prohibited by any written law from disclosing such information.
(6) Where a person claims, before furnishing the Authority with any information that he is required to furnish under subsection (1) or (2), tend to incriminate him, the information — the information might that (a) is not admissible in evidence against him in criminal proceedings under than subsection (4) or in relation to a contravention of subsection (1); but proceedings other (b) is admissible in evidence for civil proceedings under Part XII.
Power to require maintenance of records and submit periodic reports 123ZZ.—(1) The Authority may, by regulations made under section 123ZZA or by notice in writing, require any financial institution or class of financial institutions to — (a) maintain a record of — (i) all transactions undertaken by the financial or more institution underlying things that are the subject of a designated benchmark; and relation one to in (ii) all transactions undertaken by the financial institution in relation to financial instruments that use a designated benchmark for reference to interest payable, determine the price, value, sums due or performance of the financial instrument, in such form and manner as the Authority may prescribe in those regulations or specify by notice in writing, including — 195 (A) the extent to which the record includes details of each transaction or exposure; and (B) the period of time that the record is to be maintained; and (b) submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe in those regulations or specify by notice in writing.
(2) In this section, “financial institution” means — (a) a bank licensed under the Banking Act (Cap.

19); (b) a merchant bank that is authorised as a financial institution under section 28 of the Monetary Authority of Singapore Act (Cap.

186); (c) a finance company licensed under the Finance Companies Act (Cap.

108); 5 10 (d) the holder of a capital markets services licence under 15 this Act; (e) a licensed financial adviser under the Financial Advisers Act (Cap.
110); (f) a company or co-operative society licensed under the Insurance Act (Cap.

142) as a direct insurer carrying on life business; (g) an insurance intermediary licensed under any written if the insurance in law relating to insurance intermediaries intermediary arranges contracts of respect of life business; or (h) such other person or class of persons as may be under regulations made prescribed by section 123ZZA.
(3) Any person who, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for 20 25 30 196 every day or part of a day during which the offence continues after conviction.
Division 5 — General Powers Power of Authority to make regulations 123ZZA.—(1) Without prejudice to section 341, the Authority may make regulations prescribing matters required or permitted by this Part to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Part.
(2) The regulations made under subsection (1) may, particular — in (a) prescribe the requirements an authorised benchmark administrator or an exempt benchmark administrator or a class of any of the foregoing persons must comply with; and that (b) prescribe the submitter, requirements an an authorised benchmark benchmark submitter, a designated benchmark submitter or a class of any of the foregoing persons must comply with.
that exempt (3) The regulations made under this section may provide — (a) that a contravention of any specified provision of those regulations shall be an offence; and (b) for a penalty not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.
Power of Authority to issue written directions 123ZZB.—(1) The Authority may, if it thinks it necessary or expedient, in the interests of a class, or classes, of users of a 197 designated benchmark, or in the interests of the public or a section of the public, issue written directions, either of a general or specific nature, to any of the following persons or class of persons, requiring such person or class of persons to comply with such requirements as the Authority may specify in the written directions: (a) an authorised benchmark administrator; (b) an exempt benchmark administrator; (c) an authorised benchmark submitter; (d) an exempt benchmark submitter; (e) a designated benchmark submitter; (f) a representative of any authorised benchmark administrator, administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter; benchmark exempt (g) a class of any of paragraphs (a) to (f).
the persons mentioned in (2) Without prejudice to the generality of subsection (1), any written direction may be issued with respect to — (a) the standards to be maintained by the person concerned activity in of the administering a designated benchmark, or activity of providing information in relation to a designated benchmark; carrying out the (b) the type and frequency of submission of financial returns and other information to be submitted to the Authority; and (c) the qualifications, representatives, experience and training of and the person to whom such direction is issued must comply with the direction.
30 (3) Any person who contravenes any of the directions issued under subsection (1) shall be guilty of an offence and shall be 198 liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine of $5,000 for every day or part of a day during which the offence continues after conviction.

(4) It is not necessary to publish any direction issued under subsection (1) in the Gazette.
Power of Authority to make prohibition orders 123ZZC.—(1) The Authority may, by notice in writing, make a prohibition order against a relevant person if — (a) the Authority cancels or revokes the authorisation of the relevant person as an authorised benchmark administrator; (b) where the relevant person is exempt from the requirement to be authorised as an authorised benchmark administrator under section 123K(1), the Authority has reason to believe that circumstances exist under which, if the person were an authorised benchmark administrator, there would exist a ground on which the Authority may revoke its authorisation under section 123J; (c) the Authority suspends or revokes the authorisation of the relevant person as an authorised benchmark submitter; (d) where the relevant person is exempt from the requirement to be authorised as an authorised the benchmark submitter under section 123ZH(1), Authority has reason to believe that circumstances exist under which, if the relevant person were an authorised benchmark submitter, there would exist a ground on which the Authority may suspend or revoke its authorisation under section 123ZG; (e) the Authority has reason to believe that the relevant person is contravening, is likely to contravene or has contravened — 199 (i) any provision of this Act; (ii) any condition or restriction imposed by the Authority under this Act; or (iii) any written direction issued by the Authority under this Act; (f) the relevant person has been convicted of an offence
 under this Act or has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the person acted fraudulently or dishonestly; (g) the relevant person has an order for the payment of a civil penalty made against the person by a court under Part XII or has entered into an agreement with the Authority to pay a civil penalty under that Part; (h) the relevant person has been convicted of an offence involving the contravention of any law or requirement of a foreign country or territory relating to the activity of administering a designated benchmark, or providing information in relation to a designated benchmark; (i) the relevant person has been removed at the direction of the Authority from office or employment as an officer of the authorised benchmark administrator under section 123Y(2); or (j) the relevant person has been removed at the direction of the Authority from office or employment as an officer of an authorised benchmark submitter or a under designated section 123ZU(2).
benchmark submitter (2) In subsection (1), “relevant person” means — (a) an authorised benchmark administrator or a person who was previously an authorised benchmark administrator; 200 (b) a person that is exempt from the requirement to be authorised as an authorised benchmark administrator under section 123K(1) or a person who was previously so exempt; (c) an authorised benchmark submitter or a person who was previously an authorised benchmark submitter; (d) a person that is exempt from the requirement to be authorised as an authorised benchmark submitter under section 123ZH(1) or a person who was previously so exempt; (e) a of authorised representative benchmark an administrator or a person that is exempt from the requirement to be authorised as an authorised benchmark administrator under section 123K(1), or a person who was previously such a representative; (f) a of representative authorised is benchmark an from the submitter, a person that requirement to be authorised as an authorised benchmark submitter under section 123ZH(1), or a designated benchmark submitter, or a person who was previously such a representative; exempt (g) an officer of an authorised benchmark administrator or a person that is exempt from the requirement to be authorised as an authorised benchmark administrator under section 123K(1), or a person who was previously such an officer; (h) an officer of an authorised benchmark submitter, a person that is exempt from the requirement to be authorised as an authorised benchmark submitter under section 123ZH(1), or a designated benchmark submitter, or a person who was previously such an officer; (i) a person from whom any information or expression of opinion used in the determination of a designated benchmark was obtained; or 201 (j) a person who has been convicted of an offence under this Part.
(3) A prohibition order made under subsection (1) may do one or more of the following: (a) prohibit the person, whether permanently or for a specified period, from — (i) carrying on a business of administering a designated benchmark, or performing the activity designated administering benchmark in specified circumstances or capacities; of a in (ii) carrying on a business or activity of providing information designated relation benchmark or performing the activity of providing a to designated specified circumstances or capacities; relation in information benchmark in to a (iii) taking part, directly or in the management of, acting as a director of, or becoming a substantial shareholder of — indirectly, 5 10 15 20 (A) an authorised benchmark administrator; (B) an exempt benchmark administrator; (C) an authorised benchmark submitter; (D) an exempt benchmark submitter; or (E) a designated benchmark submitter; 25 (b) include a provision allowing the person, subject to any condition specified in the order — (i) to do specified acts; or (ii) to do specified acts in specified circumstances, that the order would otherwise prohibit him from doing.
30 202 (4) The Authority must not make a prohibition order against a person without giving the person an opportunity to be heard.

(5) Any person who is aggrieved by the decision of the Authority to make a prohibition order against the person may, within 30 days of the decision, appeal in writing to the Minister.

(6) The Authority must keep, in such form as it thinks fit, records on persons against whom prohibition orders are made under this section.
(7) The Authority may publish the records mentioned in subsection (6), or any part of them, in such manner as the Authority considers appropriate.

Effect of prohibition orders 123ZZD.—(1) A person against whom a prohibition order is made must comply with the prohibition order.
the administrator, (2) Where a prohibition order is made against a person and notified to an authorised benchmark administrator or an exempt benchmark benchmark administrator or exempt benchmark administrator (as the case may be), must not employ the firstmentioned person to carry out the activity, or in connection with the activity, of administering a designated benchmark, or use the firstmentioned person’s service, information or expressions of opinion, to the extent that this is prohibited by the order.
authorised (3) Where a prohibition order is made against a person and notified to an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter, the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) must not employ the firstmentioned person to carry out the activity, or in connection with the activity, of providing information in relation to a designated benchmark, use the firstmentioned person’s service, or pass on the firstmentioned person’s information or expressions of opinion, to the extent that this is prohibited by the order.
203 (4) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both.

(5) Any person who contravenes subsection (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
Variation or revocation of prohibition orders 123ZZE.—(1) The Authority may vary or revoke a prohibition order, by giving written notice to the person against whom the order was made, if the Authority is satisfied that it is appropriate to do so because of a change in any of the circumstances based on which the Authority made the order.
(2) The Authority may vary or revoke a prohibition order under subsection (1) — (a) on its own initiative; or (b) if the person against whom the order was made lodges with the Authority an application for the Authority to do so, accompanied by such documents and fee as may be prescribed by regulations made under section 123ZZA.

(3) The Authority must not vary a prohibition order made against a person under subsection (2)(a) without giving the person an opportunity to be heard.
(4) Any person who is aggrieved by the decision of the Authority to vary a prohibition order made against him under subsection (2)(a) may, within 30 days of the decision, appeal in writing to the Minister.
Date and effect of prohibition orders 123ZZF.—(1) A prohibition order, or any variation or takes effect on the date revocation of a prohibition order, specified in the order by the Authority, being a date not earlier 204 than the date on which the order, or variation or revocation, is made.
(2) A prohibition order does not operate so as to — (a) avoid or affect any agreement, transaction or arrangement entered into by the person against whom the order is made, whether the agreement, transaction or arrangement was entered into before, on or after the issue of the prohibition order; or (b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.”.

Amendment of section 124 49.


Section 124 of the principal Act is amended — (a) by deleting the definition of “bank in Singapore”; (b) by deleting paragraph (a) of the definition of “specified person” and substituting the following paragraph: “(a) any bank that is licensed under the Banking Act (Cap.

19);”; and (c) by deleting paragraph (f) of the definition of “specified person”.

Amendment of section 125 50.
Section 125 of the principal Act is amended — (a) by deleting the words “enters into” in subsection (2) and substituting the words “executes or causes to be executed”; (b) by deleting paragraphs (b) and (c) of subsection (3); and (c) by deleting subsections (4), (5) and (6) and substituting the following subsections: “(4) A specified person who is required to comply with subsection (1) or in relation to any information on a specified derivatives contract (including any amendment, modification, variation information) is treated to have or change to that (2) 205 reported that information to a licensed trade repository or licensed foreign trade repository, if — (a) any other person has, with the consent or authority of the specified person, reported that information, in such form or manner prescribed by regulations made under trade 129, section trade or repository repository; and to that licensed licensed foreign (b) that information is true and correct and has licensed trade trade foreign been received by that repository licensed or repository.
contract (including derivatives (5) A specified person who is treated under subsection (4) to have reported any information on a specified any amendment, modification, variation or change to that information) to a licensed trade repository or licensed foreign trade repository, is treated to have so reported that information at the time that information is received by that licensed trade repository or licensed foreign trade repository.
(6) A specified person who — (a) complies with subsection (1) or (2); (b) consents to or authorises the reporting of connection with in information any subsection (4); or (c) discloses any information in compliance with the foreign reporting obligations of such jurisdiction as may be prescribed by regulations made under section 129, is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.”.
Amendment of section 126 206 51.

Section 126 of the principal Act is amended by deleting subsection (4) and substituting the following subsection: 5 “(4) A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.”.

Amendment of section 127 52.


Section 127(3) of the principal Act is amended by deleting the words “shall be deemed” and substituting the words “is treated”.

10 Amendment of section 128 53.
Section 128 of the principal Act is amended — (a) by deleting the words “shall be deemed” in subsection (1) and substituting the words “is treated”; and (b) by deleting the words “enters into a specified derivatives contract as an agent of a party to the specified derivatives contract (referred to in this subsection as the principal party) shall be deemed” in subsection (2) and substituting the words “executes or causes to be executed a specified derivatives contract as an agent of a party to the specified derivatives contract (called in this subsection the principal party) is treated”.
Amendment of section 129A 54.

Section 129A of the principal Act is amended — (a) by deleting the words “Without prejudice to section 337(3) and (4), the” in subsection (2) and substituting the word “The”; and (b) by inserting, immediately after subsection (4), the following subsection: “(4A) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.”.

15 20 25 30 207 Amendment of section 129B 55.


Section 129B of the principal Act is amended — (a) by deleting the definition of “bank in Singapore”; (b) by deleting paragraph (a) of the definition of “specified person” and substituting the following paragraph: “(a) any bank that is licensed under the Banking Act (Cap.

19);”; and (c) by deleting paragraph (e) of the definition of “specified person”.

Amendment of section 129D 56.


Section 129D of the principal Act is amended by deleting subsection (4) and substituting the following subsection: “(4) A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.”.

Amendment of section 129E 57.
Section 129E of the principal Act is amended — (a) by deleting subsection (1) and substituting the following subsection: contract or “(1) Where the Authority is of the opinion that any clearing facility operated by any approved clearing house or recognised clearing house is not available for the clearing of, or is incapable of clearing, any any class of specified derivatives under specified section 129C(1), the Authority may issue directions, whether of a general or specific nature, by notice in writing, to any specified person who is a party to that specified derivatives contract, or any class of specified persons who are parties to that class of specified derivatives contracts, requiring the specified person or derivatives contracts 208 class of specified persons to cause that specified specified derivatives contract or derivatives contracts to undergo clearing in the manner and within the time specified by the Authority in that notice.”; and that class of (b) by deleting the words “shall be deemed” in subsection (3) and substituting the words “is treated”.
5 Amendment of section 129F 58.

Section 129F(1) of the principal Act is amended by deleting the words “shall be deemed” and substituting the words “is treated”.

10 Amendment of section 129H 59.


Section 129H of the principal Act is amended — (a) by deleting the words “Without prejudice to section 337(3) and (4), the” in subsection (2) and substituting the word “The”; and (b) by inserting, immediately after subsection (4), the following subsection: “(4A) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.”.

New Part VIC 60.
New Part VIC 60.

The principal Act is amended by inserting, immediately after section 129H, the following Part: “PART VIC TRADING OF DERIVATIVES CONTRACTS Interpretation of this Part 129I.
In this Part, unless the context otherwise requires — “specified derivatives contract” means any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section 129N for the purposes of this definition; 15 20 25 30 “specified person” means — 209 (a) any bank that is licensed under the Banking Act (Cap.

19); (b) any merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap.
186); (c) any finance company licensed under the Finance Companies Act (Cap.

108); (d) any insurer licensed under the Insurance Act (Cap.

142); (e) any holder of a capital markets services licence; or (f) any other person who is, or who belongs to a class of persons which is, prescribed by regulations made under section 129N.
Trading of specified derivatives contracts 129J.—(1) Every specified person who executes a specified derivatives contract must do so — (a) on an organised market operated by an approved exchange or a recognised market operator, or on or through any other facility prescribed by regulations made under section 129N; and (b) in the form and manner prescribed by regulations made under that section.
(2) Any specified person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(3) A failure to comply with subsection (1) does not of itself render the specified derivatives contract that is executed voidable or void.
210 Power of Authority to obtain information 129K.—(1) The Authority may require any person to furnish the Authority with such information or documents as the Authority considers necessary for determining — (a) whether any derivatives class of derivatives contracts should be prescribed for the purposes of the definition of “specified derivatives contract” in section 129I; contract or (b) whether the person or any other person or class of persons should be prescribed for the purposes of paragraph (f) of the definition of “specified person” in section 129I; or (c) whether transaction or the purpose or effect of any contract, contracts, arrangement, arrangements or transactions is to avoid, directly or indirectly, any requirement is, or that would otherwise have been, imposed under section 129J(1).
class of that (2) Subject to subsections (4) and (5), a person must comply with every requirement imposed on him under subsection (1).

(3) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(4) A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.

(5) Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act (Cap.

97), to furnish any information on, or any document containing, any privileged communication made by or to him in that capacity.
211 (6) Where a person claims, before furnishing the Authority with any information or documents that the person is required to furnish under the information or documents might tend to incriminate him, the information or documents — subsection (1)(c), that (a) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but (b) are admissible in evidence for civil proceedings under Part XII.
Directions on alternative trading arrangements 129L.—(1) Where the Authority is of the opinion that any organised market operated by any approved exchange or recognised market operator or any other facility prescribed for the purposes of section 129J(1) is not available for the execution of, or is incapable of executing, any specified derivatives the Authority may issue contract under section 129J(1), directions, whether of a general or specific nature, by notice in writing, to any specified person or to any class of such persons, requiring the specified person or class of such persons to, when executing any such specified derivatives contract, comply with the requirements specified in the notice relating to the form and manner in which the contract must be executed, and the time within which the contract must be executed.
(2) A specified person mentioned in subsection (1) must comply with every direction issued to him under that subsection.

(3) A specified person is treated to have complied with section 129J(1) in relation to a specified derivatives contract if, while a direction issued to him under subsection (1) remains in force, the specified person executes that specified derivatives contract in the form and manner and within the time specified by the Authority in that direction.
(4) The Authority may cancel a direction issued under subsection (1) if the Authority is of the opinion that the grounds for the issue of the direction have ceased to apply.

5 10 15 20 25 30 35 212 (5) Any specified person who, without reasonable excuse, contravenes a direction issued to him under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(6) It is not necessary to publish any direction issued under subsection (1) in the Gazette.
Compliance with laws and practices of relevant trading jurisdiction 129M.—(1) Subject to subsection (2), a specified person is treated as having complied with section 129J(1) in relation to the specified derivatives contract if the specified person is required to comply with, and has complied with, in relation to the specified derivatives contract, the requirements relating to the execution of specified derivatives contracts under the laws and practices of the relevant trading jurisdiction.
(2) Subsection (1) does not apply to any specified derivatives contract or any class of specified derivatives contracts prescribed by regulations made under section 129N.

(3) In this section, “relevant trading jurisdiction” means a foreign jurisdiction that is prescribed by regulations made under section 129N.

Power of Authority to make regulations 129N.—(1) Without prejudice to section 341, the Authority may make regulations for the purposes of this Part.
(2) In deciding whether to prescribe any derivatives contract or class of derivatives contracts for the purposes of the definition of “specified derivatives contract” in section 129I, the Authority may have regard to — (a) the level of systemic risk posed by that derivatives contract or class of derivatives contracts; (b) the characteristics and level of standardisation of the contractual terms and operational processes relating to 213 that derivatives contract or class of derivatives contracts; (c) the depth and liquidity of that derivatives contract or class of derivatives contracts; the market for (d) the international regulatory approach towards that derivatives contract or class of derivatives contracts; (e) the types of persons that transact in that derivatives contract or class of derivatives contracts, and the purposes of transacting in that derivatives contract or class of derivatives contracts; (f) the availability of approved exchanges or recognised market operators that operate organised markets, and the availability of facilities prescribed pursuant to section 129J(1), for the trading of that derivatives contract or class of derivatives contracts; (g) whether there is any anti-competitive effect associated with that derivatives contract or class of derivatives contracts; and (h) any other matter that the Authority considers to be relevant.
Exemption from section 129J 129O.—(1) Despite section 337(1), the Authority may, by regulations made under section 129N, exempt any specified person or class of specified persons from section 129J, subject to such conditions or restrictions as the Authority may prescribe in those regulations.

(2) The Authority may, by notice in writing, exempt any specified person from section 129J, subject to such conditions or restrictions as the Authority may specify by notice in writing.
(3) It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

30 214 specified (4) Every under subsection (1) or (2) must satisfy every condition or restriction imposed on the specified person under the applicable subsection.

exempted person that is 5 10 15 (5) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.
(6) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.”.

Amendment of section 130 61.


Section 130 of the principal Act is amended — (a) by deleting the words “a securities exchange” wherever they appear in subsection (2) and substituting in each case the words “an approved exchange”; and (b) by inserting, immediately after the word “securities” in subsection (5), the words “or securities-based derivatives contracts”.

Amendment of section 132 20 62.
Section 132 of the principal Act is amended by deleting paragraph (a) and substituting the following paragraphs: 25 30 “(a) to any person or class of persons, other than the persons to which this Division applies; (aa) to any securities or securities‑based derivatives contracts, or class of securities or securities‑based derivatives contracts, other than the securities or securities‑based derivatives contracts to which this Division applies; (ab) to any interests in securities or securities‑based in derivatives securities or securities‑based derivatives contracts, other than the interests in securities or securities‑based derivatives contracts to which this Division applies;”.
contracts, or class of interests 215 Amendment of section 133 63.
Section 133 of the principal Act is amended — (a) by inserting, immediately after the word “securities” in subsection (1)(f), the words “or securities‑based derivatives contracts”; “or securities” other (b) by deleting the words in subsection (3)(b)(ii)(B) and substituting the words “, other securities or securities‑based derivatives contracts”; the word “securities” the words (c) by inserting, wherever it appears in subsection (4)(a), “or securities‑based derivatives contracts”; and immediately after (d) by deleting paragraph (b) of subsection (5) and substituting the following paragraph: in shares, interest interests, participatory “(b) a reference to a person who holds or acquires other securities or securities‑based derivatives contracts referred to in subsection (1), or an debentures, participatory interests, other securities or securities‑based contracts referred to in that subsection, includes a reference to a person who under an option to acquire or holds or acquires a right dispose of the participatory interests, securities or securities‑based derivatives in shares, contracts, or interest the debentures, interests, participatory securities or securities‑based derivatives contracts.”.
derivatives Amendment of section 137G 64.

Section 137G(1) of the principal Act is amended by deleting the words “securities market operated by the securities exchange” and substituting the words “organised market operated by the approved exchange”.

5 10 15 20 25 30 216 Amendment of section 137H 65.


Section 137H of the principal Act is amended — 5 (a) by deleting the words “a securities exchange” in subsections (2) and (3) and substituting in each case the words “an approved exchange”; and (b) by inserting, immediately after the word “securities” in subsection (4), the words “or securities‑based derivatives contracts”.

New section 137IA 10 66.


The principal Act is amended by inserting, immediately after section 137I, the following section: 15 20 25 30 “Authority may extend scope of Division in certain circumstances 137IA.
The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division — (a) to any person or class of persons, other than the persons to which this Division applies; (b) to any securities or securities‑based derivatives contracts, or class of securities or securities‑based derivatives contracts, other than the securities or securities‑based derivatives contracts to which this Division applies; (c) to any interests in securities or securities‑based derivatives in securities or securities‑based derivatives contracts, other than the interests in securities or securities‑based derivatives contracts to which this Division applies; contracts, or class of interests (d) to require the disclosure of interests in any entity, arrangement or trust other than a business trust or a trustee‑manager of a business trust, 217 and the provisions of this Division apply accordingly.”.
Amendment of section 137N 67.

Section 137N of the principal Act is amended — (a) by inserting, immediately after the word “securities” in securities‑based the words “or subsection derivatives contracts”; (1)(c), (b) by deleting the words subsection (2)(b)(ii)(B) “, other contracts”; and securities or “or other securities” in and substituting the words derivatives securities‑based (c) by inserting, wherever “or securities‑based derivatives contracts”.
immediately after in subsection (3), it appears the word “securities” the words Amendment of section 137R 68.
Section 137R(1) of the principal Act is amended — (a) by deleting the word “or” at the end of paragraph (a); (b) by inserting, immediately after paragraph (a), the following paragraph: “(aa) acquires or disposes of interests in such securities or securities‑based derivatives contracts of the business trust as may be prescribed by regulations made under section 341; or”; and (c) by deleting the words “securities market operated by the securities exchange” and substituting the words “organised market operated by the approved exchange”.
Amendment of section 137S 69.

Section 137S of the principal Act is amended — (a) by deleting the words “a securities exchange” in the definition of “real estate investment trust” in subsection (2) and substituting the words “an approved exchange”; and 218 (b) by inserting, immediately after the word “securities” in subsection (3), the words “, securities‑based derivatives contracts or units in a collective investment scheme”.

New section 137TA 5 70.


The principal Act is amended by inserting, immediately after section 137T, the following section: 10 15 20 25 30 “Authority may extend scope of Division in certain circumstances 137TA.
The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division — (a) to any person or class of persons, other than the (b) to any securities, persons to which this Division applies; securities‑based derivatives contracts or units in a collective investment scheme, or class of securities, securities‑based derivatives contracts or units in a collective investment scheme, other than the securities, securities‑based derivatives contracts or units in a collective investment scheme to which this Division applies; (c) to any interests in a in securities, contracts or units securities‑based derivatives collective investment scheme, or class of interests in securities, securities‑based derivatives contracts or units in a collective investment scheme, other than the interests in securities, securities‑based derivatives contracts or units in a collective investment scheme to which this Division applies; (d) to require the disclosure of interests in any entity, arrangement or trust other than a real estate investment trust or a responsible person for a real estate investment trust, 219 and the provisions of this Division apply accordingly.”.
Amendment of section 137Y 71.
Section 137Y of the principal Act is amended — (a) by inserting, immediately after the word “securities,” in subsection (1)(c), the words “securities‑based derivatives contracts or units in a collective investment scheme”; securities” in subsection (2)(b)(ii)(B) and substituting the words “, other securities, securities‑based derivatives contracts or units in a collective investment scheme”; and the words deleting (b) by other “or immediately after the word “securities” (c) by inserting, wherever the words “, securities‑based derivatives contracts or units in a collective investment scheme”.
in subsection (3), it appears Amendment of section 137ZC 72.
Section 137ZC(1) of the principal Act is amended — (a) by deleting the word “or” at the end of paragraph (a); (b) by inserting, immediately after paragraph (a), the following paragraph: “(aa) acquires or disposes of interests in such derivatives securities, collective contracts investment the real estate investment trust as may be prescribed by regulations made under section 341; or”; and securities‑based or units scheme of in a (c) by deleting the words “securities market operated by the securities exchange” and substituting the words “organised market operated by the approved exchange”.
Amendment of section 137ZD 73.

Section 137ZD of the principal Act is amended by deleting the words “shall be payable to the Authority” in subsection (5) and 220 substituting the words “is to be paid into the Consolidated Fund and is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act (Cap.

121)”.

New Part VIIA 5 74.
The principal Act is amended by inserting, immediately after section 137ZG, the following Part: 10 15 20 25 30 “PART VIIA SHORT SELLING Interpretation of this Part 137ZH.—(1) In this Part, unless the context otherwise requires — “securities lending arrangement” means an arrangement in writing where a person (called in this Part the lender) who has an interest in specified capital markets products is to transfer title to some or all of the specified capital markets products to another person (called in this Part the borrower) for an agreed period of time, after which the borrower is to transfer title to those specified capital markets products back to the lender; “short position” means the amount by which the quantity, volume or value of any specified capital markets products in which a person has an interest is less than the quantity, volume or value of the specified capital markets products which the person is under an obligation to deliver, where the quantity, volume or value of any specified capital markets products is determined in accordance with the criteria, methods or formulae prescribed by regulations made under section 137ZM; “short sell order” means an order to sell any specified capital markets products where the person who makes the order does not, at the time of the order, have an interest in the specified capital markets products; “specified capital markets products” means any capital markets products listed or to be listed on an approved 221 exchange that is, or that belongs to a class of capital markets products that is, prescribed by regulations made under section 137ZM.
(2) In this Part and subject to subsection (3), a person has an interest in specified capital markets products if — 5 (a) the person is the legal owner of the specified capital markets products; (b) the person is the beneficial owner of the specified capital markets products; (c) the person has authority (whether formal or informal, or express or implied) to dispose of the specified capital markets products; (d) the person — (i) has purchased or entered into an unconditional agreement or arrangement to purchase the specified capital markets products, but has not received delivery of the specified capital markets products; (ii) has tendered the specified capital markets products for conversion or exchange, or has issued irrevocable instructions to convert or exchange capital markets products into the specified capital markets products, but has not received delivery of the specified capital markets products; (iii) has exercised an option to subscribe for the specified capital markets products, but has not received delivery of the specified capital markets products; or (iv) has exercised a right under a warrant to subscribe for the specified capital markets products, but has not received delivery of the specified capital markets products, 10 15 20 25 30 222 or option and, under the agreement, arrangement, conversion, in exchange, sub‑paragraphs (i) to (iv)), the person is to receive delivery of the specified capital markets products the person is to deliver the before the time that specified capital markets products; (referred right to (e) the person — (i) is the lender in a securities lending arrangement; (ii) has transferred title to the specified capital in the to the borrower markets products securities lending arrangement; and (iii) is to receive title from the borrower in the securities lending arrangement to the specified capital markets products before the time that the person is to deliver the specified capital markets products; or (f) the person is a party to an agreement or arrangement that is, or that belongs to a class of agreements or arrangements that is, prescribed by regulations made this under section 137ZM for paragraph.
the purposes of (3) Despite subsection (2), a person does not have an interest in specified capital markets products if — (a) the person is a borrower under a securities lending arrangement and has obtained title to the specified capital markets products pursuant to the securities lending arrangement; (b) the person is the legal owner or the beneficial owner of the specified capital markets products but has sold, or unconditional entered or arrangement the specified capital markets products; or an to sell, agreement into (c) the person is the legal owner or the beneficial owner of the specified capital markets products, or has authority 223 to dispose of the specified capital markets products, but is a party to an agreement or arrangement that is, or that belongs to a class of agreements or arrangements that is, prescribed by regulations made under section 137ZM for the purposes of this paragraph.
(4) In the definition of “short position” in subsection (1), the following are the specified capital markets products which a person is under an obligation to deliver: (a) the specified capital markets products in respect of which the person has an obligation to deliver under a sale agreement, but has not delivered; (b) the specified capital markets products in respect of which the person has an obligation to vest title in a lender under a securities lending arrangement, but has not vested title; (c) the specified capital markets products in respect of which the person has any other non‑contingent legal obligation to deliver, but has not delivered.
Persons obliged to comply with this Part and power of Authority to grant exemptions or extensions 137ZI.—(1) The obligation to comply with this Part extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.

(2) This Part extends to acts done or omitted to be done outside Singapore.
(3) Despite section 337(1), the Authority may by regulations made under section 137ZM exempt any person or class of persons from all or any provisions of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.

(4) The Authority may, by notice in writing, exempt any person or class of persons from all or any provisions of this Part, subject 224 to such conditions or restrictions as the Authority may specify in writing.
(5) It is not necessary to publish any exemption granted under subsection (4) in the Gazette.

(6) Any person that is exempted under subsection (3) or (4) must satisfy every condition or restriction imposed on the person under the applicable subsection.

(7) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.
(8) Any person who contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
Disclosure of short sell orders 137ZJ.—(1) Subject to subsection (2), a person (A) who makes a short sell order on any approved exchange must, before or at the time of the short sell order, disclose to the approved exchange — (a) that A intends to make or is making a short sell order; and (b) the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest.
(2) Where another person (B) places the short sell order mentioned in subsection (1) on A’s behalf, A need not comply with subsection (1) if, before or at the time of the short sell order, A discloses to B — (a) that A intends to make or is making a short sell order; and (b) the quantity, volume or value of the specified capital markets products in relation to which A intends to 225 make or is making an order to sell but in which A does not have an interest.
(3) Where A has made the disclosure mentioned in subsection (2) to B, B must, before or at the time of the short sell order, disclose to the approved exchange — (a) that A intends to make or is making a short sell order; and (b) the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest.
(4) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
Reporting of short position 137ZK.—(1) Where a person’s (A) short position in relation to any specified capital markets products is equivalent to or more than the short position threshold prescribed by regulations made under section 137ZM, A must, at the time or times and in the form and manner prescribed by regulations made under section 137ZM, report to the Authority directly or through another person (B) — (a) information on — (i) the identity and business activities of A and (if applicable) B; and (ii) A’s short position in relation to the specified capital markets products, prescribed by regulations made under section 137ZM; and (b) any change paragraph (a).
to the information mentioned in 30 (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not 226 exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.

Power of Authority to publish information 5 137ZL.


Without prejudice to section 322, the Authority may, for the purpose of maintaining a fair, orderly or transparent market, publish in any form or manner the information or any the information reported to the Authority under part of section 137ZK(1).

10 Power of Authority to make regulations 137ZM.


Without prejudice to section 341, the Authority may make regulations for including the purposes of regulations to prescribe anything which may be prescribed under this Part.”.

this Part, 15 Amendment of Subdivision (1) heading of Division 1 of Part IX 75.

Division 1 of Part IX of the principal Act is amended by deleting the words “securities and futures contracts” in the heading of Subdivision (1) and substituting the words “capital markets products”.
20 25 30 Amendment of section 142 76.
Section 142 of the principal Act is amended — (a) by deleting the words “deal in securities or trade in futures contracts” in subsection (1) and substituting the words “deal in capital markets products”; (b) by deleting the words “any of those activities” in subsection (1) and substituting the words “such activity”; (c) by deleting the words “securities or futures contracts” wherever they appear in subsection (1) and substituting in each case the words “capital markets products”; (d) by deleting the words “securities or futures contracts to disclose to the Authority whether he acquired, held or disposed of those securities or futures contracts, as the case 227 may be,” in subsection (2) and substituting the words “capital markets products to disclose to the Authority whether he acquired, held or disposed of those capital markets products, as the case may be,”; (e) by deleting subsections (3) and (4) and substituting the 5 following subsections: “(3) The Authority may require an approved exchange to disclose to the Authority, in relation to an acquisition or disposal of capital markets products on the organised market of that approved exchange, the names of the members of that approved exchange who acted in the acquisition or disposal.
(4) The Authority may require an approved clearing house or a recognised clearing house for an organised market to disclose to the Authority, in relation to any dealing in capital markets products on that organised market, the names of the members of the approved clearing house or recognised clearing house who were concerned in any act or omission in relation to the dealing.”; and 10 15 20 (f) by deleting the words “securities or futures contracts, etc.” in the section heading and substituting the words “capital markets products”.
Repeal and re-enactment of sections 143 and 144 77.
Sections 143 and 144 of the principal Act are repealed and the 25 following sections substituted therefor: “Exercise of certain powers in relation to capital markets products and financial instruments 143.—(1) This section applies where the Authority considers that — 30 (a) it may be necessary to prohibit trading in securities or securities‑based derivatives contracts or units in a collective investment scheme under section 46; 228 (b) it may be necessary to give a direction or take any action under section 46AA or 81S in relation to any capital markets products or financial instruments; (c) a person may have contravened any of the provisions of Part VII in relation to any capital markets products; or (d) a person may have contravened any of the provisions of Part XII in relation to any capital markets products or financial instruments.
(2) The Authority may require an officer of an entity or trust, the securities, securities‑based derivatives contracts and units in a collective investment scheme of which are mentioned in subsection (1), to disclose to the Authority any information of which he is aware and which may have affected any dealing or trading that has taken place, or which may affect any dealing or trading that may take place, in the securities, securities‑based derivatives contracts and units in a collective investment scheme.
(3) Where the Authority believes on reasonable grounds that a person is capable of giving information concerning any of the following matters: (a) any dealing in capital markets products mentioned in subsection (1); (b) any advice given, or any report or analysis issued or published concerning such capital markets products, by the holder of a capital markets services licence to deal in capital markets products, or a representative of such a holder; (c) the financial position of any business carried on by a person who is or has been (either alone or together with another person or other persons) the holder of a capital markets services licence to deal in capital markets products and who has dealt in or given advice issued or published a report or an analysis or concerning such capital markets products; 229 (d) the financial position of any business carried on by a nominee controlled by a person mentioned in paragraph (c) or jointly controlled by 2 or more persons at least one of whom is a person mentioned in that paragraph; or 5 (e) an audit of, or any report of an auditor concerning, any book of the holder of a capital markets services licence to deal in capital markets products, being a book relating to dealings in such capital markets products, the Authority may require the person to disclose to the Authority the information that the person has about that matter.
10 Exercise of certain powers in relation to financial benchmarks 144.—(1) This section applies where the Authority considers that — (a) it may be necessary to give a direction in relation to any designated benchmark under section 123ZZB; or (b) a person may have contravened any of the provisions of Part XII in relation to a financial benchmark.
(2) Where the Authority believes on reasonable grounds that a person is capable of giving information concerning any of the following matters: (a) the activity of administering a financial benchmark; (b) the activity of providing information in relation to a financial benchmark; (c) the financial position of any authorised benchmark administrator, administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter; benchmark exempt (d) the financial position of any business carried on by a nominee controlled by a person mentioned in paragraph (c) or jointly controlled by 2 or more 15 20 25 30 230 persons, at least one of whom is a person mentioned in that paragraph; (e) an audit of, or any report of an auditor concerning, any book of any authorised benchmark administrator, authorised exempt benchmark submitter, exempt benchmark submitter, or designated benchmark submitter, being a book relating to a designated benchmark, administrator, benchmark the Authority may require the person to disclose to the Authority the information that the person has about that matter.”.
Amendment of section 150 78.
Section 150 of the principal Act is amended by deleting subsection (1) and substituting the following subsection: “(1) The Authority may inspect under conditions of secrecy, the books of an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, the holder of a capital markets services licence, an exempt person, an authorised benchmark administrator, an exempt benchmark administrator, an authorised benchmark submitter, an exempt benchmark submitter, a representative.”.
benchmark designated submitter, or a 5 10 15 20 Amendment of section 150A 25 79.
Section 150A of the principal Act is amended by deleting subsection (1) and substituting the following subsection: 30 “(1) Where a written report or any part of a written report (called in this section the report) has been produced by the Authority upon an inspection under section 150 in respect of any person mentioned in subsection (1) of that section (called in this section the inspected person) and is provided by the Authority to the inspected person, the report must not be disclosed by the inspected person or, if the inspected person is a corporation, by 231 any of its officers or auditors, to any other person except in the circumstances provided under subsection (2).”.
Amendment of section 150B 80.
Section 150B of the principal Act is amended — (a) by deleting subsection (1) and substituting the following 5 subsection: “(1) A foreign regulatory authority of a country or territory other than Singapore may conduct an inspection in Singapore of the books of — (a) the holder of a capital markets services 10 licence; (b) a person exempted under section 99(1)(a), (b), (c), (d) or (h) from the requirement to hold a capital markets services licence; (c) an approved exchange; 15 (d) a recognised market operator incorporated in Singapore; (e) a licensed trade repository; (f) an approved clearing house; (g) a recognised clearing house incorporated in 20 Singapore; (h) an approved holding company incorporated in Singapore; (i) an approved trustee mentioned in section 289; 25 (j) an authorised benchmark administrator; (k) an exempt benchmark administrator; (l) an authorised benchmark submitter; (m) an exempt benchmark submitter; or (n) a designated benchmark submitter, 30 232 (called in this section and in section 150C a relevant the person) with the prior written approval of Authority and under conditions of secrecy.”; (b) by deleting paragraph (b) of subsection (2) and substituting the following paragraph: “(b) whether the foreign regulatory authority has regulatory oversight in its jurisdiction over the relevant person;”; and (c) by deleting subsection (4) and substituting the following subsection: “(4) The Authority may, in relation to an inspection by a foreign regulatory authority conducted or to be conducted under this section on the relevant person, at any time, by notice in writing to the relevant person impose any conditions or restrictions on the relevant person, and the relevant person must comply with such conditions or restrictions.”.
5 10 15 Amendment of section 150C 81.
Section 150C of the principal Act is amended by deleting 20 subsection (1) and substituting the following subsection: 25 “(1) Where a written report or any part of a written report (called in this section the report) has been produced by a foreign regulatory authority upon an inspection under section 150B in respect of any relevant person (called in this section the inspected person) and is provided by the foreign regulatory authority to the the report must not be disclosed by the inspected person, inspected person or, if the inspected person is a corporation, by any of its officers or auditors, to any other person except in the circumstances provided under subsection (2).”.
30 Amendment of section 151 82.

Section 151 of the principal Act is amended by deleting subsection (1) and substituting the following subsection: 233 “(1) Despite anything in this Act, the Minister may, if he thinks it in the public interest to do so, appoint any person as an inspector to investigate any matter concerning dealing in capital markets products, administering a designated benchmark or providing information in relation to a designated benchmark.”.

Amendment of section 169 83.
Section 169 of the principal Act is amended — (a) by deleting the words “securities, futures or derivatives industry of” in the definition of “enforcement” and substituting the words “securities and derivatives industry of, or financial benchmarks in,”; (b) by deleting the words “securities, futures or derivatives industry of” in the definition of “investigation” and substituting the words “securities and derivatives industry of, or financial benchmarks in,”; and (c) by deleting the definition of “supervision” and substituting the following definition: “ “supervision”, regulatory in relation to a authority, means the taking of any action for or in connection with the supervision of — (a) a person operating an organised market, an intermediary or any other person regulated by the regulatory authority; (b) the issuance of or trading in capital markets products foreign country of the regulatory authority; or in the (c) a person administering a financial benchmark, or providing information in relation to a financial benchmark, the in regulatory authority.”.
country foreign the of Amendment of section 175 234 84.

Section 175 of the principal Act is amended by deleting the words “dealing in securities or trading in futures contracts, as the case may be” in paragraph (b) and substituting the words “dealing in capital markets products”.

Amendment of section 186 85.
Section 186 of the principal Act is amended — (a) by deleting the words “a dealing in securities, or the trading of a futures contract” in subsection (1)(a) and substituting the words “a dealing in capital markets products”; (b) by deleting the words “dealings in securities or trading in futures contracts” in subsections (2), (5) and (9) and substituting in each case the words “dealings in capital markets products”; and (c) by deleting subsection (14) and substituting the following subsection: “(14) In this section, any reference to dealing in capital markets products is a reference to such dealing which is done or to be done — (a) on the approved establishes, keeps and administers fidelity fund; or exchange which the 5 10 15 20 (b) through a trading linkage of the approved exchange with an overseas exchange.”.
25 Deletion and substitution of heading of Division 1 of Part XII 86.

The heading of Division 1 of Part XII of the principal Act is deleted and the following heading substituted therefor: 235 “Division 1 — Prohibited Conduct — Capital Markets Products”.

Repeal and re-enactment of sections 196 and 196A 87.

Sections 196 and 196A of the principal Act are repealed and the following sections substituted therefor: “Application of this Division 196.
This Division applies to — (a) acts occurring within Singapore in relation to — (i) securities or securities-based derivatives contracts of any corporation, whether formed or carrying on business in Singapore or elsewhere; (ii) securities or securities-based derivatives contracts of any business trust; (iii) securities or derivatives contracts listed for quotation or quoted on an organised market in Singapore or elsewhere; securities-based (iv) units in a collective investment scheme listed for quotation or quoted on an organised market in Singapore or elsewhere; (v) derivatives contracts, whether traded in Singapore or elsewhere; (vi) spot foreign exchange contracts for purposes of leveraged foreign exchange trading, whether traded in Singapore or elsewhere; or (vii) any other capital markets products, whether traded in Singapore or elsewhere; and (b) acts occurring outside Singapore in relation to — (i) securities or securities-based contracts of a corporation that carrying on business in Singapore; derivatives is formed or 236 (ii) securities or securities-based derivatives the trustee of contracts of a business trust, which is formed in Singapore or carries on business on behalf of the business trust in Singapore; (iii) securities or derivatives contracts listed for quotation or quoted on an organised market in Singapore; securities-based (iv) units in a collective investment scheme listed for quotation or quoted on an organised market in Singapore; (v) derivatives contracts traded in Singapore; (vi) spot foreign exchange contracts for purposes of leveraged foreign exchange trading that are traded in or accessible from Singapore; or (vii) any other capital markets products that are traded in Singapore.
Interpretation of this Division 196A.
In this Division — (a) “debenture” has the same meaning as in section 2(1) and, in relation to a business trust, means any the debenture issued by the trustee-manager of business trust in its capacity as trustee-manager of the business trust; (b) a reference to a securities-based derivatives contract of a corporation in sections 196(a)(i) and (b)(i), 198, 202 and 203 is to be read as a reference to a securities‑based derivatives contract of which the underlying thing or any of the underlying things are securities of the corporation; and (c) a reference to a securities-based derivatives contract of a business trust in sections 196(a)(ii) and (b)(ii), 198, 202 and 203 is to be read as a reference to a securities‑based derivatives contract of which the 237 underlying thing or any of the underlying things, are securities of the business trust.”.
Amendment of section 197 88.
Section 197 of the principal Act is amended — (a) by deleting paragraphs (a) and (b) of subsection (1) and 5 substituting the following paragraphs: “(a) of active trading in any capital markets products on an organised market; or (b) with respect to the market for, or the price of, any capital markets products traded on an organised market.”; (b) by deleting the words “any securities on a securities market, or with respect to the market for, or the price of, such securities” in subsection (1A) and substituting the words “any capital markets products on an organised market, or with respect to the market for, or the price of, any capital markets products traded on an organised market”; (c) by deleting subsections (2) and (3) and substituting the following subsections: “(2) A person must not maintain, inflate, depress, or cause fluctuations in, the market price of any capital markets products — (a) by means of any purchase or sale of any capital markets products that does not beneficial involve ownership of the capital markets products; or change the in a (b) by any fictitious transaction or device.
prejudice of (3) Without is presumed that a person’s subsection (1), purpose, or one of a person’s purposes, is to create a false or misleading appearance of active trading in generality the to it 10 15 20 25 30 238 capital markets products on an organised market if the person — (a) effects, takes part in, is concerned in or indirectly, any carries out, directly or the transaction of purchase or sale of being capital markets a transaction that does not involve any change in the beneficial ownership of the capital markets products; products, (b) makes or causes to be made an offer to sell the capital markets products at a specified price, where the person has made or caused to be made or proposes to make or to cause to be made, or knows that a person associated with the person has made or caused to be made or proposes to make or to cause to be made, an offer to purchase the same number, or substantially the same number, of the capital markets products at a price that is substantially the same as the firstmentioned price; or (c) makes or causes to be made an offer to purchase the capital markets products at a specified price, where the person has made or caused to be made or proposes to make or to cause to be made, or knows that a person associated with the person has made or caused to be made or proposes to make or to cause to be made, an offer to sell the same number, or substantially the same number, of the capital markets products at a price that is substantially the same as the firstmentioned price.”; (d) by
 deleting the words “securities on a securities market” in subsection (4) and substituting the words “the capital markets products on the organised market”; and 239 (e) by deleting subsections (5), (6) and (7) and substituting the following subsections: “(5) For the purposes of this section, a purchase or sale of capital markets products does not involve a change in the beneficial ownership if any of the following persons has an interest in the capital markets products after the purchase or sale: (a) a person who had an interest in the capital markets products before the purchase or sale; (b) a person associated with the person mentioned in paragraph (a).
(6) In any proceedings against a person for a in relation to a contravention of subsection (2) purchase or sale of capital markets products that did not involve a change in the beneficial ownership of the the capital markets products, defendant establishes that the purpose or purposes for which the defendant purchased or sold the capital markets products was not, or did not include, the purpose of creating a false or misleading appearance with respect to the market for, or the price of, the capital markets products.
is a defence if it (7) The reference to a transaction of purchase or sale of the capital markets products includes — in subsection (3)(a) (a) a reference to the making of an offer to capital markets sell the purchase or products; and expressed, (b) a reference to the making of an invitation, expressly or to capital markets however impliedly invites a person to offer purchase or products.”.

that sell the Repeal and re-enactment of section 198 240 89.
Section 198 of the principal Act is repealed and the following section substituted therefor: “Market manipulation in relation to securities and securities-based derivatives contracts 198.—(1) A person must not effect, take part in, be concerned in or carry out, directly or indirectly, 2 or more transactions in securities‑based derivatives contracts, of a securities, or corporation, being transactions that have, or are likely to have, the effect of raising, lowering, maintaining or stabilising the price of securities, or securities‑based derivatives contracts, as the case may be, of the corporation on an organised market, with the intent to induce other persons to subscribe for, purchase or sell securities, or securities‑based derivatives contracts, as the case may be, of the corporation or of a related corporation.
(2) A person must not effect, take part in, be concerned in or carry out, directly or indirectly, 2 or more transactions in securities, or securities‑based derivatives contracts, of a business trust, being transactions that have, or are likely to have, the effect lowering, maintaining or stabilising the price of of raising, securities, or securities‑based derivatives contracts, as the case may be, of the business trust on an organised market, with the intent to induce other persons to subscribe for, purchase or sell securities, or securities‑based derivatives contracts, as the case may be, of the business trust.
(3) In this section — (a) a to reference securities‑based corporation includes — transactions derivatives in contracts securities of or a (i) a reference to the making of an offer to purchase securities‑based or derivatives contracts, as the case may be; and such securities or sell (ii) a reference to the making of an invitation, however expressed, that directly or indirectly invites a person to offer to purchase or sell such 241 securities‑based securities contracts, as the case may be; and or derivatives (b) a to reference or transactions securities‑based derivatives contracts of a business trust includes — securities in (i) a reference to the making of an offer to purchase securities‑based or derivatives contracts, as the case may be; and such securities or sell (ii) a reference to the making of an invitation, however expressed, that directly or indirectly invites a person to offer to purchase or sell such securities derivatives contracts, as the case may be.”.
securities‑based or Amendment of section 199 90.
Section 199 of the principal Act is amended by deleting paragraphs (a), (b) and (c) and substituting the following paragraphs: “(a) to induce other persons to subscribe for securities, securities‑based derivatives contracts or units in a collective investment scheme; (b) to induce the sale or purchase of securities, securities‑based derivatives contracts or units in a collective investment scheme, by other persons; or (c) to have the effect (whether significant or otherwise) of lowering, maintaining or stabilising the securities‑based price collective securities, contracts or units raising, market derivatives investment scheme,”.
in a of Amendment of section 200 91.
Section 200 of the principal Act is amended — (a) by deleting the word “securities” in subsection (1) and substituting the words “capital markets products”; 30 242 (b) by inserting, immediately after the words “subsection (1)” in subsection (3), the words “in relation to the dealing in capital markets products that are securities, securities‑based derivatives contracts or units in a collective investment scheme”; and (c) by deleting the word “securities” in the section heading and substituting the words “capital markets products”.
5 Amendment of section 201 92.

Section 201 of the principal Act is amended by deleting the word “securities” and substituting the words “capital markets products”.

10 New sections 201A and 201B 93.
The principal Act is amended by inserting, immediately after section 201, the following sections: 15 20 25 30 “Bucketing 201A.—(1) A person must not knowingly execute, or hold himself out as having executed, an order for the purchase or sale of a derivatives contract, without having effected in good faith a purchase or sale of that derivatives contract in accordance with the order or with the business rules and practices of an organised market on which the derivatives contract is to be purchased or sold.
(2) A person must not knowingly execute, or hold himself out as having executed, an order to make a purchase or sale of a spot foreign exchange contract for purposes of leveraged foreign exchange trading, without having effected in good faith a purchase or sale in accordance with the order.

Manipulation of price of derivatives contracts and cornering 201B.
A person must not, directly or indirectly — (a) manipulate or attempt to manipulate the price of a derivatives contract traded on an organised market, or 243 of any underlying thing which is the subject of such derivatives contract; or (b) corner, or attempt to corner, any underlying thing which is the subject of a derivatives contract.”.

Repeal and re-enactment of sections 202 and 203 94.
Sections 202 and 203 of the principal Act are repealed and the following sections substituted therefor: “Dissemination of information about illegal transactions 202.—(1) A person must not circulate or disseminate, or authorise or be concerned in the circulation or dissemination of, any statement or information to any of the following effect if any condition in subsection (2) is satisfied: (a) the price of any securities or securities‑based derivatives contract, of a corporation will, or is likely, to rise or fall or be maintained by reason of any transaction entered into or to be entered into or other act or thing done or to be done in relation to the securities or securities‑based derivatives contracts, of that corporation (or of a related corporation) which to the person’s knowledge was entered into or done in contravention of section 197, 198, 199, 200 or 201, or if entered into or done would be in contravention of section 197, 198, 199, 200 or 201; (b) the price of any securities or securities‑based derivatives contract, of a business trust will, or is likely, to rise or fall or be maintained by reason of any transaction entered into or to be entered into or other act or thing done or to be done in relation to the securities or securities‑based derivatives contracts, of that business trust which to the person’s knowledge was entered into or done in contravention of section 197, 198, 199, 200 or 201, or if entered into or done would be in contravention of section 197, 198, 199, 200 or 201; 30
197, 198, 199, 200 or 201; 244 (c) the price of a class of derivatives contracts will, or is likely to, rise or fall or be maintained by reason of any transaction entered into or to be entered into, or other act or thing done or to be done, in relation to that class of derivatives contracts by one or more persons which to the person’s knowledge was entered into, or done, in contravention of section 197, 200, 201, 201A or 201B, or if entered into, or done, would be in contravention of section 197, 200, 201, 201A or 201B; (d) the price
 of a class of spot foreign exchange contracts for purposes of leveraged foreign exchange trading, will, or is likely to, rise or fall or be maintained by reason of any transaction entered into or to be entered into, or other act or thing done or to be done, in relation to that class of spot foreign exchange contracts for purposes of leveraged foreign exchange trading, by one or more persons which to the person’s knowledge was entered into, or done, in contravention of section 197, 200, 201, 201A or 201B, or if entered into, or done, would be in contravention of section 197, 200, 201, 201A or 201B.
(2) For the purpose of subsection (1), the condition is either — (a) the person mentioned in subsection (1), or a person associated with that person, has entered into or purports to enter into any such transaction, or has done or purports to do any such act or thing; or (b) the person mentioned in subsection (1), or a person associated with that person, has received, or expects to receive, directly or indirectly, any consideration or benefit for circulating or disseminating, or authorising or being concerned in the circulation or dissemination of, the statement or information.
245 Continuous disclosure 203.—(1) A person to whom this subsection applies must not intentionally, recklessly or negligently fail to notify the approved exchange of such information as is required to be disclosed by the approved exchange under the listing rules or any other requirement of the approved exchange, if the person is required by the approved exchange under the listing rules or any other requirement of the approved exchange to notify the approved exchange of information on specified events or matters as they occur or arise for the purpose of the approved exchange making that information available to an organised market operated by the approved exchange.
(2) Subsection (1) applies to any of the following: (a) an entity, the securities or securities-based derivatives contracts of which are listed for quotation on an approved exchange; (b) a trustee-manager of a business trust, where the securities or securities‑based derivatives contracts of the business trust are listed for quotation on an approved exchange; (c) a responsible person of a collective investment scheme, where the units in the collective investment scheme are listed for quotation on an approved exchange.
section 204 or 335, (3) Despite contravention of subsection (1) is not an offence unless the failure to notify is intentional or reckless.”.

a Repeal and re-enactment of Division 2 of Part XII 95.

Division 2 of Part XII of the principal Act is repealed and the following Division substituted therefor: “Division 2 — Prohibited Conduct — Financial Benchmarks 246 Application of this Division 205.
This Division applies to — (a) acts occurring within Singapore in relation to financial benchmarks, whether administered in Singapore or elsewhere; and (b) acts occurring outside Singapore in relation to administered in that are financial benchmarks Singapore.

Interpretation of this Division 206.
In this Division — “administer”, in relation to a financial benchmark, means the activity of administering the financial benchmark; “international body” means the European Central Bank, the Organization of the Petroleum Exporting Countries, and such other international bodies as may be prescribed by regulations made under section 341; “public authority” means — (a) any ministry or department of the Government, or any statutory body, or any board, commission, committee or similar body, whether corporate or unincorporated, established under a public Act for a public purpose; (b) in relation to a foreign country or territory, an authority of the foreign country or territory, or any board, commission, committee or similar body, whether corporate or unincorporated, established under the foreign country or territory for a public purpose; or the law of (c) such other organisation as the Authority may prescribe by regulations made under section 341.
247 Manipulation of financial benchmarks 207.—(1) A person must not do any thing, cause any thing to be done or engage in any course of conduct, if the person’s purpose, or any of the person’s purposes, for doing that thing, causing that thing to be done or engaging in that course of conduct, as the case may be, is to create a false or misleading appearance as to the price, value, performance or rate of any financial benchmark.
(2) A person must not do any thing, cause any thing to be done or engage in any course of conduct that creates, or is likely to create, a false or misleading appearance, as to the price, value, performance or rate of any financial benchmark, if — (a) the person knows that doing that thing, causing that thing to be done or engaging in that course of conduct, as the case may be, will create, or will likely create, that false or misleading appearance; or (b) the person is reckless as to whether doing that thing, causing that thing to be done or engaging in that course of conduct, as the case may be, will create, or will likely create, that false or misleading appearance.
Exception for conduct pursuant to policy requirement 208.
Section 207 does not apply in respect of any thing done or to be done or any course of conduct engaged by, or by a person acting on behalf of, a public authority or international body, whether in Singapore or elsewhere — (a) in respect of monetary policy; (b) in respect of policies with respect to exchange rates, the management of public debt or foreign exchange reserves; or (c) for the purpose of managing the price or value of any 30 commodity.

False or misleading statements 248 209.
A person must not make a statement, disseminate any information or express any opinion that is false or misleading in a material particular to a person who carries out the activity of administering a financial benchmark if — (a) the person intends that the statement, information or opinion be used for the purpose of administering a financial benchmark; and (b) the person knows or ought reasonably to have known that the statement, information or opinion is false or misleading in a material particular, or is reckless as to whether the statement, information or opinion is false or misleading in a material particular.
Penalties under this Division 210.—(1) Any person who contravenes any of the provisions of this Division shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both.
(2) No proceedings may be instituted against a person for an offence in respect of a contravention of any of the provisions of this Division after — (a) a court has made an order against him for the payment of a civil penalty under section 232; or (b) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5), in respect of that contravention.”.

Repeal and re-enactment of section 213 96.


Section 213 of the principal Act is repealed and the following 30 section substituted therefor: 249 “Application of this Division 213.
This Division applies to — (a) acts occurring within Singapore in relation to — (i) securities or securities-based derivatives contracts of any corporation, whether formed or carrying on business in Singapore or elsewhere; (ii) securities or securities-based derivatives contracts of any business trust; (iii) securities or derivatives contracts listed for quotation or quoted on an organised market in Singapore or elsewhere; securities-based (iv) securities-based derivatives contracts, whether traded in Singapore or elsewhere; or (v) CIS units — (A) listed for quotation or quoted on an or Singapore in organised market elsewhere; or (B) traded in Singapore or elsewhere; and (b) acts occurring outside Singapore in relation to — (i) securities or securities-based contracts of a corporation that carries on business in Singapore; derivatives is formed or (ii) securities or securities-based derivatives contracts of a business trust, the trustee of which is formed in Singapore or carries on in business on behalf of the business trust Singapore; (iii) securities or derivatives contracts listed for quotation or quoted on an organised market in Singapore; securities-based 250 (iv) securities-based derivatives contracts traded in Singapore; or (v) CIS units — (A) listed for quotation or quoted on an organised market in Singapore; or (B) traded in Singapore.”.
Amendment of section 214 97.
Section 214 of the principal Act is amended — (a) by inserting, immediately before “debenture”, the following definition: the definition of “ “Collective Investment Scheme unit” or “CIS unit” means — (a) a right or interest (however described) in a collective investment scheme (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the collective investment scheme; or (b) a contract or arrangement under which — (i) a party to the contract or arrangement is required to, or may be required to, discharge its obligations under the contract or arrangement at some future time; and the contract or (ii) the value of arrangement, determined is (whether directly or indirectly, or whether wholly or in part) by reference to, derived from, or varies by reference to any of the following: 251 (A) the value or amount of collective units investment scheme; of a (B) fluctuations in the values or amount of units of a collective investment scheme;”; (b) by inserting the word “or” at the end of paragraph (c)(i) of the definition of “information”; (c) by deleting sub‑paragraphs (ii) and (iii) of paragraph (c) of the definition of “information” and substituting the following sub‑paragraph: “(ii) dealing in capital markets products that are securities, securities‑based derivatives contracts or CIS units;”; (d) by deleting paragraph (e) of the definition of “information” and substituting the following paragraph: “(e) information that — (i) a person proposes to enter into, or had previously entered into, one or more transactions or agreements in relation securities‑based to any securities, derivatives contract or CIS unit; or (ii) a person has prepared or proposes to issue a statement relating to any securities‑based securities, derivatives contract or CIS unit; and”; (e) by inserting, immediately after the definition of “information”, the following definition: “ “persons who commonly invest”, in relation to securities, any investment securities‑based derivatives
 contracts or CIS units, means a section of the public that is accustomed, or would be likely, to deal in kind of in 252 securities‑based securities, contracts or CIS units, or securities‑based securities, contracts or CIS units, of that kind;”; derivatives in a class of derivatives (f) by deleting the words “securities, includes, in the case of an option contract” in the definition of “purchase” and “securities‑based derivatives substituting contracts or CIS units, includes a contract or arrangement”; the words (g) by deleting the definition of “securities”; (h) by deleting the words “securities, includes, in the case of an option contract” in the definition of “sell” and substituting the words “securities‑based derivatives contracts or CIS units, includes a contract or arrangement”; and (i) by renumbering the section as subsection (1) of that section, and by inserting immediately thereafter the following subsection: “(2) In this Division — of corporation (a) a reference to a securities-based derivatives contract in a sections 213(a)(i) and (b)(i) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that corporation; and a of business (b) a reference to a securities-based derivatives in contract sections 213(a)(ii) and (b)(ii) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that business trust.”.
trust Amendment of section 215 253 is amended by deleting 98.
Section 215 of the principal Act sub‑paragraph (i) of paragraph (b) and substituting the following sub‑paragraph: “(i) it has been made known in a manner that would, or would be likely to, bring it to the attention of any of the following classes of persons: (A) persons who commonly in securities of a kind of which the price or value might the information; affected invest by be (B) persons who commonly in securities‑based derivatives contracts of a kind of which the price or value might be affected by the information; invest (C) persons who commonly invest in CIS units of a kind of which the price or value might be affected by the information; and”.
Repeal and re-enactment of section 216 99.

Section 216 of the principal Act is repealed and the following section substituted therefor: “Material effect on price or value of securities, securities‑based derivatives contracts or CIS units 216.
For the purposes of this Division, a reasonable person would be taken to expect information to have a material effect on the price or value of securities, securities‑based derivatives contracts or CIS units, if the information would, or would be likely to, influence any of the following persons in deciding whether or not to subscribe for, buy or sell those securities, securities‑based derivatives contracts or CIS units: (a) the persons who commonly invest in the securities, securities-based derivatives contracts or CIS units; 254 (b) any one or more classes of persons who constitute the persons mentioned in paragraph (a).”.
Amendment of section 217 100.
Section 217 of the principal Act is amended — (a) by deleting subsection (1) and substituting the following subsection: “(1) For the purposes of this Division, trading in any securities, securities‑based derivatives contracts or CIS units, that is ordinarily permitted on an organised market is taken to be permitted on that organised market even though trading in such securities, securities‑based derivatives contracts or CIS units, is as the case may be, on that organised market suspended.”; and (b) by inserting, immediately after the word “securities” in the section heading, the words “, securities‑based derivatives contracts or CIS units”.
Amendment of section 218 101.
Section 218 of the principal Act is amended — (a) by inserting, immediately after the word “securities” in securities‑based the words (1)(a), “or subsection derivatives contracts”; (b) by inserting, immediately after the word “securities” in securities‑based the words “or subsection (1)(b)(ii), derivatives contracts”; (c) by deleting subsection (1A) and substituting the following subsection: “(1A) Subsections (2), (3), (4A), (5) and (6) apply if — 255 (a) a person is connected to — (i) a corporation that is the trustee of, or manages or operates, a business trust; or (ii) a corporation that is the trustee or manager of a collective investment scheme — (A) that invests primarily in real estate and real estate‑related assets the Authority in the Code on Collective Investment Schemes; and specified by (B) all or any units of which are approved an listed exchange; (b) the connected person possesses — on the mentioned corporation (i) where the person is connected to a corporation in paragraph (a)(i), any information concerning or business trust that is not generally available but, if the information were reasonable generally available, person would expect to have a material effect on the price or value of securities‑based securities derivatives the of corporation or business trust; or or contracts a it mentioned (ii) where the person is connected to a corporation in paragraph (a)(ii), any information or concerning collective investment scheme that is if the not generally available but, corporation the
 256 information were generally available, a reasonable person would expect it to have a material effect on the price or or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the scheme; and securities value of (c) the connected person knows or ought reasonably to know that — (i) the information is not generally available; and (ii) if it were generally available, it might have a material effect on — (A) where the person is
 connected to a corporation mentioned in the price or paragraph (a)(i), or value securities‑based derivatives contracts of the corporation or business trust; or securities of of (B) where the person is connected to a corporation mentioned in paragraph (a)(ii), the price or value or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the collective investment scheme.”; securities (d) by deleting paragraphs (a) and (b) of subsection (2) and substituting the following paragraphs: “(a) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell — 257 (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities-based derivatives contracts or CIS units mentioned in subsection (1A); or (b) procure another person to subscribe for, into an to subscribe for, purchase or purchase or sell, or agreement sell — to enter (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities-based derivatives contracts or CIS units mentioned in subsection (1A).”; (e) by deleting subsection (3) and substituting the following subsection: “(3) The connected person must not, directly or indirectly, communicate the information mentioned in subsection (1) or (1A), or cause the information to be communicated, to another person if the connected person knows, or ought reasonably to know, that the
 other person would or would be likely to — (a) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell — (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities-based derivatives contracts or CIS units mentioned in subsection (1A); or 258 (b) procure a third person to subscribe for, into an to subscribe for, purchase or purchase or sell, or agreement sell — to enter (i) the
 securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities-based derivatives contracts or CIS units mentioned in subsection (1A).”; (f) by inserting, immediately after the word “securities” in securities‑based the words “or subsection derivatives contracts”; and (4)(ii), (g) by deleting subsection (4A) and substituting the following subsections: “(4A) In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation mentioned in subsection (1A)(a)(i) or (ii), the presumption in subsection (4B) applies until the if the prosecution or plaintiff contrary is proved, proves that the connected person was at the material time — (a) in possession of information concerning the corporation, business trust or collective investment scheme, as the case may be; and (b) the information was not generally available.
(4B) For the purpose of subsection (4A), presumption is the connected person knew at material time that — the the (a) the information was not generally available; and (b) if the information were generally available, it might have a material effect on — 259 mentioned (i) where the person is connected to a in corporation the price or subsection (1A)(a)(i), value or securities‑based derivatives contracts of the corporation or business trust; or securities of mentioned (ii) where the person is connected to a in corporation the price or subsection (1A)(a)(ii), value or securities‑based derivatives contracts of the corporation or the price or value of CIS units in the collective investment scheme.”.
securities the of Amendment of section 219 102.
Section 219 of the principal Act is amended — (a) by inserting, immediately after the word “securities” in subsection (1)(a), the words “, securities‑based derivatives contracts or CIS units”; (b) by inserting, immediately after the word “securities” in subsections the words and (2)(a) “, securities‑based derivatives contracts or CIS units, as the case may be”; and and (b), (1)(b) (c) by deleting subsection (3) and substituting the following subsection: the information mentioned “(3) The insider must not, directly or indirectly, communicate in subsection (1), or cause the information to be the insider communicated, knows, or ought reasonably to know, that the other person would or would be likely to — to another person if (a) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or securities‑based sell, securities, the 260 derivatives mentioned in subsection (1); or contracts or CIS units (b) procure a third person to subscribe for, into an to subscribe for, purchase or securities‑based units or CIS purchase or sell, or agreement sell, the derivatives mentioned in subsection (1).”.
securities, contracts to enter Amendment of section 223 103.
Section 223 of the principal Act is amended — (a) by inserting, immediately after the word “securities” in subsection (1)(a) and (c), the words “, securities‑based derivatives contracts or CIS units”; (b) by inserting, immediately after the words “to securities” in subsection (2), the words “, securities‑based derivatives contracts or CIS units”; and (c) by inserting, immediately after the words “such securities” wherever they appear in subsection (2)(a) and (b), the words “, securities‑based derivatives contracts or CIS units”.
5 10 15 20 Amendment of section 224 104.

Section 224 of the principal Act is amended by inserting, immediately after the word “securities” in subsections (1) and (2), the words “, securities‑based derivatives contracts or CIS units”.

25 Repeal and re-enactment of section 228 105.

Section 228 of the principal Act is repealed and the following section substituted therefor: “Exception for knowledge of individual’s own intentions or activities 30 228.
An individual does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units 261 merely because the individual the individual proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units.”.

is aware that Amendment of section 229 106.
Section 229 of the principal Act is amended — (a) by deleting subsections (1) and (2) and substituting the not does corporation following subsections: “(1) A contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units it merely because the corporation is aware that proposes to enter into or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units.
(2) Subject to subsection (3), a corporation does not contravene section 218(2) or 219(2) by entering into a in relation to securities, transaction or agreement securities‑based derivatives contracts or CIS units merely because an officer of the corporation is aware that the corporation proposes to enter into, or has previously entered into, one or more transactions or agreements securities, securities‑based derivatives contracts or CIS units.”; and relation those in to (b) by deleting subsection (4) and substituting the following subsection: “(4) Subject to subsection (5), a person does not contravene section 218(2) or 219(2) by entering into a transaction or agreement on behalf of a corporation in relation to securities, securities‑based derivatives contracts or CIS units merely because the person is aware that the corporation proposes to enter into, or 262 has previously entered into, one or more transactions securities, or securities‑based derivatives contracts or CIS units.”.
in relation to those agreements Amendment of section 230 5 107.
Section 230(1) of the principal Act is amended by deleting the words “securities or trade in futures contracts, or a representative of such a holder does not contravene section 218(2) or 219(2) by subscribing for, purchasing or selling, or entering into an agreement to subscribe for, purchase or sell, securities that are traded on the stock 10 market or futures market” and substituting the words “capital markets products, or a representative of such a holder, does not contravene section 218(2) or 219(2) by subscribing for, purchasing or selling, or entering into an agreement to subscribe for, purchase or sell, securities, securities‑based derivatives contracts or CIS units”.
15 20 25 30 Amendment of section 232 108.
Section 232 of the principal Act is amended — (a) by deleting subsections (2) and (3) and substituting the following subsections: the court “(2) If is satisfied on a balance of probabilities that the person has contravened a provision in this Part, the court may make an order against him for the payment of a civil penalty of a sum not exceeding the greater of the following: (a) 3 times — (i) the amount of the profit that person gained as a result of contravention; or the the (ii) the amount of the loss that the person the a result of avoided contravention; as (b) $2 million.
(3) The civil penalty ordered under subsection (2) must not be less than — 263 (a) in the case where the person is a corporation, $100,000; and (b) in any other case, $50,000.”; and (b) by inserting, immediately after the words “Consolidated Fund” in subsection (6), the words “and is to be treated as a judgment debt due to the Government for the purposes of section 10 of the Government Proceedings Act (Cap.

121)”.

5 Amendment of section 234 109.
Section 234 of the principal Act is amended — (a) by deleting paragraphs (a) and (b) of subsection (1) and 10 substituting the following paragraphs: “(a) had been dealing in capital markets description the products contemporaneously the contravention; and same with of (b) had suffered loss by reason of the difference between — (i) the price at which the capital markets in products were contemporaneously the contravention; and dealt with (ii) the price at which the capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing if — (A) in the 219, case where the contravening person had acted in contravention of section 218 or information the mentioned in section 218(1) or (1A) or 219(1), as the case may be, generally been available; or had 15 20 25 30 264 (B) in other any contravention occurred.”; case, had the not (b) by deleting the words “, 201, 209 or 210, in connection with any subscription, purchase or sale of securities, any trading in futures contracts or any leveraged foreign exchange trading” in subsection (1A)(a) and substituting the words “or 201 in connection with any dealing in capital markets products”; (c) by deleting the words “subscribed for, purchased or sold any securities, or entered into any futures contract, or contracts or arrangements in connection with leveraged foreign exchange trading,” in subsections (1A)(b)(i) and (2A)(a) and substituting in each case the words “been dealing in capital markets products”; (d) by
 deleting the words “or trading” in subsection (4); (e) by deleting the words “securities, trading in futures leveraged foreign exchange trading” in contracts or subsection (5) and substituting the words “capital markets products”; (f) by deleting paragraphs (a) and (b) of subsection (5) and substituting the following paragraphs: “(a) the volume of capital markets products of the same description dealt in between the date and time of the contravention, and the date and time of the dealing in capital markets
 products; (b) if the contravention was effected by a transaction or transactions involving the dealing in capital markets products, the date on and time at which the transaction or transactions were cleared and settled;”; (g) by deleting the words “securities, trading in futures leveraged foreign exchange trading” in contracts, or 265 subsection (5)(c) and substituting the words “capital markets products”; and (h) by deleting the word “securities” in subsection (5)(d) and substituting the words “capital markets products that are securities, securities‑based derivatives contracts or CIS units as defined in section 214(1), as the case may be,”.
Amendment of section 236B 110.
Section 236B of the principal Act is amended by deleting subsections (4) and (5) and substituting the following subsection: “(4) If the court in subsection (3) is satisfied on a balance of probabilities that the corporation is liable to be punished under subsection (1) for a contravention of any provision of this Part, the court may make an order against the corporation for the payment of a civil penalty of a sum not less than $100,000 but not exceeding the greater of the following: (a) 3 times — (i) the amount of the profit that the corporation gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the corporation avoided as a result of the contravention by the contravening person; 5 10 15 20 (b) $2 million.”.
Amendment of section 236C 111.
Section 236C of the principal Act is amended by deleting 25 subsections (3) and (4) and substituting the following subsection: “(3) If the court is satisfied on a balance of probabilities that the corporation has committed a contravention under subsection (1), the court may make an order against the corporation for the payment of a civil penalty of a sum not less than $100,000 but not exceeding the greater of the following: 30 266 (a) 3 times — (i) the amount of the profit that the corporation gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the corporation avoided as a result of the contravention by the contravening person; (b) $2 million.”.
Amendment of section 236D 112.
Section 236D of the principal Act is amended — (a) by deleting paragraph (a) of subsection (1) and substituting the following paragraph: “(a) had been dealing in capital markets products description the contemporaneously with the contravention by the contravening person; and”; same of (b) by deleting the words “securities, futures contracts, or contracts or arrangements in connection with leveraged in or traded” in foreign exchange trading were dealt subsection (1)(b)(i) and substituting the words “capital markets products were dealt in”; (c) by deleting the words “securities, futures contracts, or contracts or arrangements in connection with leveraged foreign exchange trading would have been likely to have the been so dealt contemporaneous in subsection (1)(b)(ii) and substituting the words “capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing”; and (d) by deleting the words “or trading” in subsections (4) traded at or time of trading” dealing in or the and (5).
Amendment of section 236E 267 113.
Section 236E of the principal Act is amended by deleting subsections (4) and (5) and substituting the following subsection: “(4) If the court in subsection (3) is satisfied on a balance of probabilities that the partnership or limited liability partnership is liable to be punished under subsection (1) for a contravention of any provision of this Part, the court may make an order against the partnership or limited liability partnership for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following: (a) 3 times — (i) the amount of the profit that the partnership or limited liability partnership gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the partnership or limited liability partnership avoided as a result of the contravention by the contravening person; 5 10 15 (b) $2 million.”.
Amendment of section 236F 114.
Section 236F of the principal Act is amended by deleting 20 subsections (3) and (4) and substituting the following subsection: “(3) If the court is satisfied on a balance of probabilities that the partnership or limited liability partnership has committed a contravention under subsection (1), the court may make an order against the partnership or limited liability partnership for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following: (a) 3 times — (i) the amount of the profit that the partnership or limited liability partnership gained as a result of the contravention by the contravening person; or 25 30 268 (ii) the amount of the loss that the partnership or limited liability partnership avoided as a result of the contravention by the contravening person; (b) $2 million.”.
5 Amendment of section 236G 115.
Section 236G of the principal Act is amended — (a) by deleting paragraph (a) of subsection (1) and substituting the following paragraph: 10 15 20 25 “(a) had been dealing in capital markets description products the contemporaneously with the contravention by the contravening person; and”; same of (b) by deleting the words “securities, futures contracts, or contracts or arrangements in connection with leveraged in or traded” in foreign exchange trading were dealt subsection (1)(b)(i) and substituting the words “capital markets products were dealt in”; (c) by deleting the words “securities, futures contracts, or contracts or arrangements in connection with leveraged foreign exchange trading would have been likely to have the been so dealt in contemporaneous subsection (1)(b)(ii) and substituting the words “capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing”; and (d) by deleting the words “or trading” in subsections (4) traded at or time of trading” dealing in or the and (5).
Amendment of section 236H 116.
Section 236H of the principal Act is amended by deleting 30 subsections (2) and (3) and substituting the following subsection: “(2) If the court is satisfied on a balance of probabilities that the contravening person has contravened a provision in this Part with the consent or connivance of the defendant, or as a result of any 269 neglect on the part of the defendant, the court may make an order against the defendant for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following: (a) 3 times — (i) the amount of the profit the defendant gained as a result of the contravention by the contravening person; or that (ii) the amount of the defendant the loss that avoided as a result of the contravention by the contravening person; (b) $2 million.”.
5 10 Amendment of section 236I 117.
Section 236I of the principal Act is amended — (a) by deleting paragraph (a) of subsection (1) and substituting 15 the following paragraph: “(a) had been dealing in capital markets description the products contemporaneously with the contravention by the contravening person; and”; same of (b) by deleting the words “securities, futures contracts, or contracts or arrangements in connection with leveraged in or traded” in foreign exchange trading were dealt subsection (1)(b)(i) and substituting the words “capital markets products were dealt in”; (c) by deleting the words “securities, futures contracts, or contracts or arrangements in connection with leveraged foreign exchange trading would have been likely to have the been so dealt contemporaneous in subsection (1)(b)(ii) and substituting the words “capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing”; traded at or time of trading” dealing in or the 20 25 30 270 (d) by deleting the words “or trading” in subsection (4); and (e) by deleting the words “securities, trading in futures leveraged foreign exchange trading” in contracts, or subsection (5) and substituting the words “capital markets products”.
Amendment of section 236L 118.

Section 236L(8) of the principal Act is amended by inserting, immediately after the words “Consolidated Fund”, the words “and is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act (Cap.

121)”.

Deletion and substitution of heading of Division 1 of Part XIII 119.
Part XIII of the principal Act is amended by deleting the heading of Division 1 and substituting the following Division heading: “Division 1 — Securities and Securities-based Derivatives Contracts”.

Amendment of section 239 120.
Section 239 of the principal Act is amended — (a) by inserting, immediately after the definition of “control” in subsection (1), the following definition: “ “dealing in capital markets products”, in respect of capital markets products that are securities or contracts, means (whether as principal or agent) — securities‑based derivatives (a) making or offering to make with any person; or (b) inducing or attempting to induce any person to enter into or to offer to enter into, any agreement for or with a view to acquiring, disposing of, subscribing for, entering into, arranging or underwriting any effecting, 271 securities contracts;”; or securities-based derivatives (b) by deleting the definition of “debenture” in subsection (1); (c) by deleting the definitions of “issuer” and “limited liability partnership” in subsection (1) and substituting the following definition: “ “issuer” means — (a) in relation to an offer of securities or securities‑based derivatives contracts (other than units or derivatives of units in a business trust), the entity issues or will be issuing the that securities‑based securities derivatives contracts being offered; or (b) in relation to an offer of units in a business trust, the trustee-manager of the business trust in its capacity as the trustee that issues or will be issuing the units; and a in (c) in relation to an offer of derivatives of units the business trustee‑manager of the business trust in its capacity as the trustee, or any other entity that issues or will be
 issuing the derivatives of units;”; trust, immediately after the word “securities” (d) by inserting, it appears in the definitions of “minimum wherever subscription”, “preliminary document” and “prospectus” in subsection (1), the words “or securities‑based derivatives contracts”; (e) by deleting the words “entity, means a promoter of the entity” in the definition of “promoter” in subsection (1) and substituting the words “entity or a business trust, means a promoter of the entity or business trust (as the case may be)”; (f) by deleting the definition of “securities” in subsection (1); 272 (g) by inserting, “supplementary following definitions: immediately document” after in the definition (1), of the subsection “ “trust deed” has the same meaning as “deed” in the Business Trusts Act section 2 of (Cap.
31A); “trust property” has the same meaning as in section 2 of the Business Trusts Act;”; (h) by inserting, immediately after subsection (4), the following subsection: “(4A) For the purposes of this Division, references to a debenture includes a debenture, or a unit of debenture, issued by a trustee of a trust on behalf of the trust.”; and (i) by inserting, immediately after the word “securities” wherever it appears in subsections (6) and (8), the words “or securities‑based derivatives contracts”.
Amendment of section 239A 121.
Section 239A of the principal Act is amended — (a) by inserting, immediately after the word “securities” in paragraph (a), the words “or securities‑based derivatives contracts”; and (b) by renumbering the section as subsection (1) of that section, and by inserting immediately thereafter the following subsection: “(2) This Division does not apply to an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, where — (a) the business trust investment scheme is also a collective been that has 273 authorised under section 286 or recognised under section 287; or (b) the business trust is also a collective investment scheme and the offer is made in reliance on an exemption under Subdivision (4) of Division 2.”.
Amendment of section 239B 122.

Section 239B of the principal Act is amended by inserting, words “securities”, immediately “or securities‑based derivatives contracts”.

word after the the New Subdivision (1A) of Division 1 of Part XIII 123.
The principal Act is amended by inserting, immediately after section 239B, the following Subdivision: “Subdivision (1A) — Offers of units in and recognition of business trusts Requirement for registration or recognition 239C.—(1) A person must not make an offer of units or derivatives of units in a business trust unless the business trust is a registered business trust or a recognised business trust.
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Power of Authority to recognise business trusts constituted outside Singapore 239D.—(1) The Authority may, upon an application made to it in such form and manner as may be prescribed and subject to subsection (2), recognise a business trust constituted outside Singapore.
274 (2) The Authority may recognise a business trust under subsection (1) if and only if the Authority is satisfied that — (a) the laws and practices of the jurisdiction under which the business trust is constituted and regulated affords to investors in Singapore protection at least equivalent to that provided to them under the Business Trusts Act (Cap.
31A) in the case of registered business trusts; (b) the business trust satisfies such criteria as may be prescribed by regulations made under section 341; and (c) the person making the offer of, or the issuer of, units or derivatives of units in the business trust, or the trustee‑manager of the business trust, satisfies such criteria as may be prescribed by regulations made under section 341.
(3) Without prejudice to subsection (2), in considering whether to recognise a business trust under subsection (1), the Authority may have regard to such other factors as may be prescribed.

(4) Without prejudice to subsection (2), the Authority may refuse to recognise any business trust where it appears to the Authority that it is not in the public interest to do so.
(5) The Authority must not refuse to recognise a business trust under subsection (1) without giving the person who made the that an application an opportunity to be heard, except opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to recognise the business trust on the basis of any of the following circumstances: (a) the person making the offer (being an entity), the issuer or the trustee-manager of the business trust or the business trust itself is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; (b) the person making the offer (being an individual) is an in Singapore or undischarged bankrupt, whether elsewhere; 275 (c) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of — (i) any property of the person making the offer (being an entity) or the issuer; (ii) any property of the trustee-manager of the business trust; or (iii) the trust property of the business trust.
(6) Any person making an application under subsection (1) may, within 30 days after the person is notified that the Authority has refused to recognise that business trust constituted outside Singapore, appeal to the Minister whose decision is final.

(7) An application made under subsection (1) must be accompanied by such information or record as the Authority may require.
(8) The Authority may publish for public information, in such manner as it considers appropriate, particulars of any business trust that is recognised under subsection (1).
(9) While a business trust remains a recognised business trust, each of the following persons must ensure that the criteria prescribed by regulations made under section 341 in accordance with subsection (2)(b) and (c) which are applicable to the person continue to be satisfied: (a) a person making an offer of units or derivatives of units in the trust; (b) an issuer of units or derivatives of units in the trust; (c) the trustee‑manager of the trust.
(10) The trustee-manager of a recognised business trust must furnish such information or record regarding the business trust as the Authority may, at any time, the proper administration of this Act.
require for (11) Any person who contravenes subsection (9) or (10) shall be guilty of an offence and shall be liable on conviction to a fine 276 not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Power of Authority to impose conditions or restrictions 239E.—(1) The Authority may recognise a business trust under section 239D(1) subject to such conditions or restrictions as it thinks fit to impose on any of the following persons for the purpose of protecting investors of the business trust: (a) the trustee-manager of the trust; (b) a person making an offer of units or derivatives of units in the trust; (c) an issuer of units or derivatives of units in the trust.
(2) Each of the persons mentioned in subsection (1) must comply with the conditions or restrictions applicable to the person.

(3) The Authority may, at any time, by notice in writing to any of the persons mentioned in subsection (1), vary any condition or restriction or impose such further condition or restriction as the Authority may think fit.
(4) Any person who contravenes any condition or restriction applicable to him under subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Revocation, suspension or withdrawal of recognition 239F.—(1) The Authority may revoke the recognition of a recognised business trust granted under section 239D(1) if — (a) the application for recognition, or any related information or record submitted to the Authority, whether at the same time as or subsequent to the application, was false or misleading in a material particular or omitted a material particular which, had it 277 been known to the Authority at the time of submission, would have resulted in the Authority not granting the recognition; (b) the Authority is of the opinion that the continued recognition of the business trust is or will be against the public interest; (c) the Authority is of the opinion that the continued is or will be the business trust recognition of prejudicial to its unitholders or potential unitholders; or (d) there has been a contravention of section 239D(9) or restriction mentioned in (10) or a condition or section 239E(1) or (3).
the recognition of a (2) Where the Authority revokes recognised business trust under subsection (1), the Authority may issue such directions as it deems fit to any of the following persons: 5 10 15 (a) a person making an offer of units or derivatives of units in the business trust; (b) the issuer of units or derivatives of units in the 20 business trust; (c) the trustee-manager of the business trust, and the person must comply with such directions.
(3) The directions mentioned in subsection (2) may include a direction that the person provides the holders of the units or derivatives of units with an option to redeem or sell back to the person their units or derivatives of units (as the case may be) on such terms as the Authority may approve.
(4) In determining whether subsection (2), the Authority must consider — to issue a direction under 25 30 (a) whether the trustee-manager of the business trust is able to liquidate the property of the business trust to the without material adverse financial effect 278 unitholders and for this purpose, the factors which the Authority may take into account include — (i) the liquidity of the property of the business trust; (ii) the penalties, if any, payable for liquidating the property; and (iii) where the units of the business trust are also listed for quotation or quoted on an overseas impact which the exchange, liquidation may have on unitholders in the country or territory where the units are listed; and the potential (b) where the units or derivatives of units in the business trust are listed for quotation on the official list of an approved exchange, whether the holders of the units or derivatives of units are afforded an opportunity to liquidate, sell or redeem their units or derivatives of units on reasonable terms in accordance with the requirements of the listing rules of the approved exchange.
(5) A person who, without reasonable excuse, contravenes any of the directions issued by the Authority under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
(6) Despite subsection (1), the Authority may, if it considers it desirable to do so, instead of revoking the recognition of a recognised business trust, suspend the recognition of that recognised business trust for a specific period, and may at any time remove such suspension.
(7) Where the Authority revokes the recognition of a recognised business trust under subsection (1) or suspends the recognition of a recognised business trust under subsection (6), it must notify the trustee‑manager of the business trust and, where the Authority deems it necessary, the person who made the 279 application to the Authority for recognition of the business trust under section 239D(1).
(8) Subject to subsection (9), the Authority may, upon an application in writing made to it by the trustee‑manager of the business trust or the person who made the application to the Authority under of in such form and manner as may be section 239D(1), recognised prescribed, withdraw the recognition of business trust.
recognition business trust that for a (9) The Authority may refuse to withdraw the recognition of a recognised business trust under subsection (8) where the Authority is of the opinion that — (a) there is any matter concerning the recognised business trust which should be investigated before the recognition is withdrawn; or (b) the withdrawal of the recognition would not be in the public interest.
(10) The Authority must not — subsection (1) without (a) revoke the recognition of a recognised business trust the under trustee‑manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1), an opportunity to be heard; giving (b) impose a direction on a person mentioned in subsection (2) without giving that person an opportunity to be heard; subsection (6) without (c) suspend the recognition of a recognised business trust under the trustee‑manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1), an opportunity to be heard; or giving 280 (d) refuse the withdrawal of recognised business without subsection (8) an opportunity to be heard.
trust under giving the the recognition of a subsection (9) in person mentioned (11) Despite subsection (10), an opportunity to be heard need not be given for a revocation or suspension on the ground that the continued recognition of the recognised business trust is against the following the public interest on the basis of any of circumstances: (a) the person making the offer (being an entity), the issuer, the trustee‑manager of the recognised business trust or the recognised business trust itself, is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; (b) the person making the offer (being an individual) is an in Singapore or undischarged bankrupt, whether elsewhere; (c) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of — (i) any property of the person making the offer (being an entity) or the issuer; (ii) any property of the trustee‑manager of the recognised business trust; or (iii) the trust property of the recognised business trust.
(12) The following persons may appeal to the Minister within 30 days after being notified of the following decisions of the Authority: (a) where the Authority revokes the recognition of a recognised business trust under subsection (1), or suspends the recognition of a recognised business trust under subsection (6), the person or persons mentioned in subsection (7); 281 (b) where the Authority has imposed a direction on a person under subsection (2), the person mentioned in subsection (2); (c) where the Authority refuses to withdraw the recognition of a recognised business trust under subsection (9), the person mentioned in subsection (8).
(13) A decision of subsection (12) is final.
the Minister in an appeal under (14) Where the Authority revokes a recognition under subsection (1), suspends a recognition under subsection (6) or withdraws a recognition under subsection (8), it may — (a) impose such conditions on the revocation, suspension or withdrawal (as the case may be) as it considers appropriate; and (b) publish notice of the revocation, suspension or withdrawal (as the case may be), and the reason for the revocation, suspension or withdrawal (as the case may be), in such manner as it considers appropriate.”.
Amendment of section 240 124.
Section 240 of the principal Act is amended — (a) by inserting, immediately after the word “securities” wherever it appears in subsections (1), (4), (9A) and (17), the words “or securities‑based derivatives contracts”; (b) by deleting subsection (5) and substituting the following subsection: “(5) A person must not make any offer of securities or securities‑based derivatives contracts in respect of an entity or a business trust that has not been formed or does not exist.”; (c) by deleting the words “issuer or, where applicable, the underlying entity” in subsection (15)(a) and substituting the words “issuer or the trustee‑manager of the business 282 trust or, where applicable, the underlying entity or the business trust”; and (d) deleting the words “issuer or, where applicable, the underlying entity” in subsection (15)(c) and substituting the words “issuer or the trustee‑manager of the business trust or, where applicable, the underlying entity, or in relation to or in respect of the trust property of the business trust”.
Amendment of section 240AA 125.
Section 240AA of the principal Act is amended — the words “relevant the words and (2), immediately after (1) (a) by inserting, securities” in subsections “or securities‑based derivatives contracts”; (b) by deleting the words “securities exchange, futures exchange, overseas securities exchange or overseas futures exchange” in subsection (2)(c) and substituting the words “approved exchange or overseas exchange”; (c) by deleting the definition of “relevant securities” in subsection (5) and substituting the following definition: “ “relevant securities or securities-based derivatives contracts” means — (a) asset-backed securities; (b) structured notes; or (c) such other securities or securities‑based derivatives contracts as the Authority may prescribe by regulations made under section 341;”; and (d) by inserting, immediately after the word “securities” wherever it appears in paragraph (b)(iii) and (A) of the definition of “structured notes” in subsection (5), the words “or securities‑based derivatives contracts”.
New section 240AB 283 126.

The principal Act is amended by inserting, immediately after section 240AA, the following section: “Exemption from requirement for product highlights sheet 240AB.—(1) Despite section 337(1), the Authority may, by regulations made under section 341, exempt any person or class of persons from all or any of the requirements in section 240AA, subject to such conditions or restrictions as may be specified by the Authority.
(2) The Authority may, by notice in writing, exempt any person from all or any of the requirements in section 240AA, subject to such conditions or restrictions as the Authority may specify by notice in writing.

(3) The Authority may at any time add to, vary or revoke any condition or restriction imposed under subsection (1) or (2).

(4) It is not necessary to publish any exemption granted under subsection (2) in the Gazette.
(5) Any person who contravenes any condition or restriction imposed under subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.”.

Amendment of section 241 127.


Section 241 of the principal Act is amended — (a) by inserting, immediately after the word “securities” wherever it appears in subsections (1), (8), (10), (11), the words “or securities‑based (12), (13) and (14), derivatives contracts”; and (b) by deleting the words “a securities exchange” in subsection (1C)(b)(ii)(A) and substituting the words “an approved exchange”.

5 10 15 20 25 30 284 Amendment of section 242 128.
Section 242 of the principal Act is amended — (a) by inserting, immediately after the word “securities” wherever it appears in subsections (1), (2), (5), (7) and (8), the words “or securities‑based derivatives contracts”; (b) by deleting subsection (3) and substituting the following subsection: “(3) Despite subsections (1) and (2), the Authority must not serve a stop order if any of the securities or securities‑based derivatives contracts to which the prospectus or profile statement relates has been issued or sold, and listed for quotation on an approved exchange and trading in them has commenced.”; (c) by deleting the words “issuer or, where applicable, the underlying entity” in subsection (4)(a) and substituting the words “issuer or the trustee‑manager of the business trust or, where applicable, the underlying entity or the business trust”; and (d) by deleting paragraph (b) of subsection (4) and substituting the following paragraph: “(b) a receiver, a receiver and manager or an equivalent person has been appointed, in whether relation to or in respect of — in Singapore or elsewhere, (i) any property of the person making the offer (being an entity), the issuer or, where applicable, the underlying entity; (ii) any property of the trustee‑manager of the business trust; or (iii) the trust property of the business trust.”.
285 Amendment of section 243 129.
Section 243 of the principal Act is amended — (a) by inserting, immediately after the word “securities” in the words subsections (3)(a), “or securities‑based derivatives contracts”; (4)(a) and (6), (1), (b) by deleting paragraph (b) of subsection (3) and substituting the following paragraph: “(b) in the case of an offer of securities or securities‑based derivatives contracts other than units or derivatives of units in a business trust, the assets and liabilities, profits and losses, financial position and performance, and prospects of the issuer;”; (c) by deleting the word “and” at the end of subsection (3)(c); 5 10 (d) by deleting paragraph (d) of subsection (3) and substituting 15 the following paragraphs: “(d) in the case of an offer of units of shares or debentures, where — (i) the person making the offer is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units; or (ii) an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units: 20 25 (A) the person making the offer; 30 (B) one or more of the related parties of the person making the offer; 286 (C) the person making the offer and one or more of his related parties, the capacity of that person or entity to issue or deliver the relevant securities, or the ability of that person or entity to meet those financial or contractual
 obligations; (e) in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, where — (i) the person making the offer is the trustee‑manager of the business trust; or (ii) the trustee-manager of the business trust is controlled by — (A) the person making the offer; (B) one or more of the related parties of the person making the offer; or (C) the person making the offer and one or more of his related parties, the assets and liabilities,
 profits and losses, financial position and performance of the business trust and of the trustee‑manager, and the prospects of the business trust; (f) in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in a business trust issued by an entity (A) other than the trustee‑manager of trust, where — the business (i) the person making the offer is A; or 287 (ii) A is controlled by — (A) the person making the offer; (B) one or more of the related parties of the person making the offer; or (C) the person making the offer and one or more of his related parties, the assets and liabilities, profits and losses, financial position and performance, and prospects of A; and (g) in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in the business trust, where — (i) the person making the offer is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units; or (ii) an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial to the or contractual obligations holders of those derivatives of units: (A) the person making the offer; (B) one or more of the related parties of the person making the offer; (C) the person making the offer and one or more of his related parties, 288 the capacity of that person or entity to issue or deliver the relevant units or derivatives of units in that business trust, or the ability of that person or entity to meet those financial or contractual obligations.”; (e) by inserting, immediately after subsection (4), the following subsections: “(4A) Subject to any condition or restriction as may be prescribed by regulations made under section 341, the information mentioned in subsection (1) may be incorporated in the prospectus by
 reference to a document and subsection (4B) lodged with the Authority together with the prospectus.
this the reference document) subsection (called in (4B) For the purposes of the information contained in the reference document is to be regarded as part of the prospectus.”; and this Division, (f) by inserting, immediately after subsection (7), the following subsection: “(8) In subsection (3)(e) — “assets and liabilities, profits and losses, financial position and performance”, in relation to a business trust, means the assets and liabilities, profits and losses, financial position and performance of that business trust derived from the accounting records and other records kept by the trustee-manager of that business trust; and business “prospects”, in relation to a business trust, means the prospects anticipated with respect to the operations of the trustee‑manager of the business trust, in its capacity as trustee‑manager of the business trust.”.
financial 289 Amendment of section 246 130.
Section 246 of the principal Act is amended — (a) by inserting, wherever “or securities‑based derivatives contracts”; and in subsection (1), immediately after it appears the word “securities” the words (b) by deleting sub‑paragraph (i) of subsection (1)(a) and substituting the following sub‑paragraphs: “(i) identification of the person making the offer; (ia) where the person making the offer is not the issuer, identification of the issuer and, where applicable, the underlying entity; (ib) in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, identification of the business trust, the trustee‑manager of the business trust and the issuer;”.
Amendment of section 249 131.

Section 249 of the principal Act is amended by inserting, immediately after the word “securities” in subsections (1) and (1B), the words “or securities‑based derivatives contracts”.

Amendment of section 249A 132.

Section 249A of the principal Act is amended by inserting, immediately after the word “securities” in subsections (1), (2) and (5), the words “or securities‑based derivatives contracts”.

Amendment of section 250 133.


Section 250 of the principal Act is amended by inserting, immediately after the word “securities” wherever it appears in the words “or securities‑based subsections (1), (2), (3) and (5), derivatives contracts”.

5 10 15 20 25 30 290 Amendment of section 251 134.
Section 251 of the principal Act is amended — (a) by inserting, immediately after the word “securities” wherever it appears in subsections (1), (2), (3), (6)(c) and (8), the words “or securities‑based derivatives contracts”; (b) by deleting paragraph (i) of subsection (2) and substituting the following paragraph: “(i) forms part advertising — of the normal (A) of an entity’s products or and genuinely is services at maintaining its directed or existing attracting new customers, for those products or services; or customers, (B) by a trustee-manager of a business trust on behalf of the business trust in respect of the products or services offered by the trustee‑manager on behalf of the business trust, and is genuinely at existing maintaining customers, or attracting new customers, for those products or services;”; directed (c) by inserting, immediately after the word “entity” in subsection (2)(ii), the words “or the business trust”; (d) by deleting paragraph (b) of subsection (4) and substituting the following paragraph: “(b) by presenting oral or written material on matters contained in a prospectus, profile statement or product highlights sheet which has been lodged with the Authority in 291 derivatives an offer of securities or respect of contracts, securities-based before the prospectus or profile statement is registered by the Authority, for the sole purpose of equipping any of the following persons with knowledge of the securities or securities‑based derivatives contracts in order to enable
 the person to carry on the regulated activity of dealing in capital markets products that are securities or securities‑based derivatives contracts, or to provide any financial advisory service in or securities securities‑based derivatives contracts: relation the to (i) a person licensed under this Act in respect of dealing in capital markets products or are that securities‑based derivatives contracts; securities (ii) an exempt person; (iii) a person who is a representative in respect of dealing in capital markets products or are securities‑based derivatives contracts under this Act; securities that (iv) a representative of an exempt person; (v) a person licensed under the Financial Advisers Act (Cap.
110) in respect of advising on any investment product; (vi) an exempt financial adviser; (vii) a person who is a representative in respect of advising on any investment product under the Financial Advisers Act; 292 (viii) a representative financial adviser.”; of an exempt (e) by deleting subsection (5) and substituting the following subsection: “(5) To avoid doubt, a person may disseminate any of the following without contravening subsection (1): (a) a prospectus or profile statement that has been registered by the Authority under section 240; (b) a product highlights sheet complied with in respect of which section 240AA(1)(a) and (b) has been is disseminated with a prospectus or profile statement that has been registered by the Authority under section 240.”; and which (f) by deleting paragraph (a) of subsection (6) and substituting the following paragraph: “(a) a statement that identifies — (i) in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, the units or derivatives of units, the person making the offer, the issuer, the business trust and the trustee‑manager of the business trust; and (ii) in any other case, securities‑based contracts, offer, issuer applicable, the underlying entity;”; the securities, derivatives the person making the and, where the (g) by deleting the words “a securities exchange, futures in exchange” exchange securities overseas or 293 subsection (9)(a) and substituting
 the words “an approved exchange or overseas exchange”; (h) by deleting the words “the underlying entity or any entity” in subsection (9)(b) and substituting the words “the trustee‑manager of the underlying entity, the unitholders of the business trust or any entity”; the business trust, (i) by deleting paragraph (c) of subsection (9) and substituting the following paragraph: “(c) consists solely of a report about the issuer, the business trust or the underlying entity that is published by the person making
 the offer, the issuer, the trustee‑manager of the business trust or the underlying entity (as the case may be), which — entity the business trust or other (i) does not contain information that materially affects the affairs of the the issuer, than underlying information made available in a prospectus that has been registered by the Authority, an annual report or a disclosure, notice or report mentioned in paragraph (a) or (b); and previously (ii) does not refer (directly or indirectly) to the offer or intended offer;”; (j) by inserting, immediately after the words “the issuer” in subsection (9)(d), the words “, the trustee‑manager of the business trust”; (k) by deleting paragraph (f) of subsection (9) and substituting 30 the following paragraph: “(f) is a report securities‑based which are the subject of about the derivatives securities or contracts the offer or 294 intended offer, published by someone who is not — the (i) the person making the offer, the the underlying entity or issuer, or (where securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust; securities (ii) a director or an equivalent person of the the person making the offer, the underlying entity or issuer, (where or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust; securities the (iii) a person who has an
 interest in the success of the issue or sale of the securities‑based securities derivatives contracts; or or (iv) a person acting at the instigation of, or by arrangement with, any person mentioned in sub‑paragraph (i), (ii) or (iii);”; (l) by deleting the words “or subsection (9)(h) and substituting the words “, underlying entity or derivatives trustee‑manager of the business trust”; (where the offer a the underlying entity” in the is of units or the trust) business units of in (m) by deleting subsection
 (12) and substituting the following subsection: “(12) Any person who — (a) contravenes subsection (1); or 295 (b) knowingly authorises or permits of the any publication advertisement or statement mentioned in subsection (1), dissemination or shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.”; (n) by inserting, immediately after the words “affairs of the entity” in subsection (18), the words “or the business trust”; (o) by deleting the words “dealing in securities” in paragraph (a) of the definition of “representative” in subsection (18A) and substituting the words “dealing in capital markets or securities‑based derivatives contracts”; and securities products that are (p) by deleting the words “affairs of the issuer or underlying entity” in subsection (19) and substituting the words “affairs of the issuer, underlying entity or business trust”.
Amendment of section 252 135.

Section 252(1) of the principal Act is amended by inserting, words “securities”, immediately “or securities‑based derivatives contracts”.

word after the the Amendment of section 253 136.

Section 253 of the principal Act is amended by inserting, immediately after the word “securities” wherever it appears in subsections (1) and (4), the words “or securities‑based derivatives contracts”.

Amendment of section 254 137.


Section 254 of the principal Act is amended by inserting, immediately after the word “securities” wherever it appears in 296 subsections (1), (3) and (4), the words “or securities‑based derivatives contracts”.

Amendment of section 257 138.
Section 257 of the principal Act is amended — (a) by deleting paragraph (a) of subsection (1) and substituting the following paragraph: “(a) an entity allots or agrees to allot to any person any securities or securities‑based derivatives contracts of the entity or a business trust, as the case may be, with a view to all or them being subsequently offered for sale to another person; and”; and any of (b) by inserting, immediately after the word “securities” wherever it appears in subsections (2), (3) and (5) and in securities‑based the section heading, derivatives contracts”.
the words “or Amendment of section 258 139.

Section 258(1) of the principal Act is amended by inserting, immediately after the word “securities” wherever it appears, the words “or securities‑based derivatives contracts”.

Amendment of section 259 140.
Section 259 of the principal Act is amended — (a) by inserting, immediately after the words “permission for “or the in subsection (1), securities‑based derivatives contracts”; securities” the words (b) by deleting the words “securities exchange” wherever they appear in subsection (1) and substituting in each case the words “approved exchange”; (c) by inserting, securities” (1)(i), securities‑based derivatives contracts”; immediately after subsection in the words “made of “or the words 297 (d) by inserting, securities” (1)(ii), securities‑based derivatives contracts”; immediately after the words “allot such “or the words subsection in (e) by deleting subsection (3) and substituting the following subsection: 5 “(3) Where securities‑based derivatives contracts — in relation to any securities or (a) permission is not applied for as mentioned in subsection (1)(a); or (b) permission is not granted as mentioned in 10 subsection (1)(b), the Authority may, on the application of the issuer made before any of the securities or securities‑based derivatives contracts is purported to be allotted, exempt or of securities‑based derivatives from the provisions of this section, and the Authority must give notice of such exemption in the Gazette.”; allotment securities contracts the the (f) by inserting, immediately after the word “securities” wherever it appears in subsections (5) and (6), the words “or securities‑based derivatives contracts”; 15 20 (g) by deleting the words “securities exchange” wherever they
 appear in subsection (9) and substituting in each case the words “approved exchange”; (h) by deleting subsection (11) and substituting the following 25 subsection: “(11) A person must not issue a prospectus inviting persons to subscribe for securities or securities‑based derivatives contracts of an entity if it includes — (a) a that false or misleading statement those permission has been granted for securities or securities‑based derivatives contracts to be listed for quotation on, 30 298 in or quoted on any
 approved dealt exchange; or for application (b) any statement in any way referring to any such permission or to any application or such intended permission, or to listing for quotation, dealing in or quoting the securities or securities‑based derivatives contracts on any any exchange, requirement of an approved exchange, unless — approved any or to (i) that statement is or is to the effect that permission has been granted, or that application has been or will be made to the approved exchange within 3 days after the date of the issue of the prospectus; or (ii) that statement has been approved by the Authority for inclusion in the prospectus.”; (i) by deleting the words “securities exchange” wherever they appear in subsection (13) and substituting in each case the words “approved exchange”; the words “for (j) by inserting, securities” the (13), “or securities‑based derivatives contracts”; and immediately after subsection in the words (k) by deleting the section heading and substituting the following section heading: 299 “Allotment of securities or securities‑based derivatives contracts where prospectus indicates application to list on approved exchange”.
Amendment of section 260 141.
Section 260 of the principal Act is amended — (a) by deleting subsection (1) and substituting the following subsections: “(1) A person must not make an allotment of any securities or securities‑based derivatives contracts of a company or business trust unless — (a) the minimum subscription has been subscribed; and (b) the sum payable on application for the securities or securities‑based derivatives contracts so subscribed has been received by the company or the trustee‑manager (as the case may be).
(1A) Despite subsection (1), if a cheque for the sum payable mentioned in subsection (1) has been received by the company or the trustee‑manager of the business trust (as the case may be), the sum is treated as not the having been received by the company or trustee‑manager the (as the case may be) until cheque is paid by the bank on which the cheque is drawn.”; (b) by deleting the words “or each unit of share or debenture,” in subsection (2)(a) and substituting the words “each unit of share or debenture, or each unit or derivative of a unit in a business trust,”; (c) by deleting subsection (3) and substituting the following 30 subsection: “(3) The amount payable on application on each share or debenture, or each unit of share or debenture, or each unit or derivative of a unit in a business trust, 300 offered must not be less than 5% of the price at which the share or debenture, or unit of share or debenture, or unit or derivative of a unit in a business trust, is or will be offered.”; (d) by inserting, immediately after the word “securities” in subsections (4) and (9), the words “or securities‑based derivatives contracts”; and (e) by deleting subsections (5), (6) and (7) and substituting the following subsections: “(5) If any money mentioned in subsection (4) is not the repaid within 5 months after prospectus, the directors of the company or the directors of the trustee‑manager of the business trust (as the case may be) are jointly and severally liable to repay that money with interest at the rate of 10% per annum from the expiration of the period of 5 months.
the issue of (6) A director is not liable under subsection (5) if the director proves that the default in the repayment of the money was not due to any misconduct or negligence on the part of the director.
(7) An allotment made by a company or a trustee‑manager of a business trust to an applicant in contravention of this section is voidable at the option of the applicant, which option may be exercised by written notice served — (a) if the allotment is made by a company, on the company — (i) within one month after the holding of the statutory meeting of the company; or (ii) where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one 301 month after the date of the allotment; or (b) if the allotment is made a trustee‑manager of a business trust, on the trustee‑manager of the business trust within one month after the date of the allotment.
by (7A) The allotment mentioned in subsection (7) is voidable even if the company or business trust is in the course of being wound up.
(7B) A trustee-manager of a business trust which contravenes any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence — trust (a) to pay into the trust property of the business trust any loss, damages or costs which the any business trust diminishment property has of sustained or incurred as a consequence of such contravention; and (represented to value business by the trust) in the (b) to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.
(7C) Every director of a trustee-manager of a trust who knowingly contravenes or business permits or authorises the contravention of any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence — (a) to pay into the trust property of the business trust any loss, damages or costs which the any business trust diminishment has of property (represented value to business by the trust) in the trust 302 sustained or incurred as a consequence of such contravention; and (b) to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.
(7D) Every director of a company who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence — (a) to compensate the company for any loss, damages or costs which the company has sustained or incurred as a consequence of such contravention; and (b) to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.”.
Amendment of section 267A 142.

Section 267A of the principal Act is amended — (a) by deleting the words “a securities exchange” and substituting the words “an approved exchange”; (b) by deleting the words “that securities exchange” and substituting the words “that approved exchange”; and (c) by deleting the words “securities exchange” in the section heading and substituting the words “approved exchange”.

Amendment of section 268A 143.


Section 268A of the principal Act is amended — (a) by deleting the words “a securities exchange” in subsection (1) and substituting the words “an approved exchange”; and 303 (b) by deleting the words “securities exchange” in the section heading and substituting the words “approved exchange”.

Repeal and re-enactment of section 272 144.
Section 272 of the principal Act is repealed and the following section substituted therefor: “Issue or transfer of securities or securities-based derivatives contracts for no consideration 272.—(1) Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities being shares or if no debentures of an entity, or units in a business trust, consideration is or will be given for the issue or transfer of the shares or debentures, or units in a business trust (as the case may be).
(2) Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities‑based derivatives contracts being units of shares or debentures of an entity, or derivatives of units in a business trust, if — (a) no consideration is or will be given for the issue or transfer of the units of shares or debentures of the entity, or derivatives of units in the business trust; and (b) no consideration is or will be given for the underlying shares or debentures of the entity, or units in the business trust (as the case may be) on the exercise or conversion of the units of shares or debentures of the entity, or derivatives of units in the business trust (as the case may be).”.
Amendment of section 272A 145.
Section 272A of the principal Act is amended — (a) by deleting the words “of an entity” in subsection (1) and substituting the words “or securities‑based derivatives contracts of an entity or a business trust”; (b) by deleting sub‑paragraph (i) of subsection (1)(b) and substituting the following sub‑paragraph: 304 “(i) a statement states — in writing that (A) where on units is not or derivatives of units in a business trust are being offered and the business trust registered the Business under Trusts Act (Cap.
31A) — “This offer is made in reliance the exemption under section 272A(1) of the Securities and Futures Act.

It is not made in or accompanied by a is prospectus registered the Monetary Authority of the Singapore is not business registered the Business Trusts Act.”; and that by under trust and (B) in any other case — on “This offer is made in reliance the exemption under section 272A(1) of the Securities and Futures Act.
It is not made in or accompanied by a is prospectus the registered that by 305 (c) by inserting, Monetary Authority of Singapore.”; and”; the word “securities” wherever it appears in subsections (1)(b)(ii), (4), (7), the words “or (8)(b) and (c)(iii)(B) and (10)(i)(B), securities‑based derivatives contracts”; immediately after (d) by deleting subsection sub‑paragraphs: sub‑paragraphs and (i), substituting (1)(d) (ii) and the (iii) of following “(i) the holder of a capital markets in capital services licence to deal markets products that are securities or derivatives contracts; securities‑based (ii) an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or (iii) a person — (A) who is the approved, licensed, otherwise or authorised regulated laws, under codes or other requirements of any foreign jurisdiction in respect of dealing in capital are products markets that securities‑based securities or derivatives contracts; or or (B) who is exempted from the laws, requirements codes in mentioned sub‑paragraph (A) in respect of dealing in capital markets products that are securities or 306 securities‑based contracts; and”; derivatives (e) by inserting, immediately after the words “a personal offer “or subsection securities” of (3), in securities‑based derivatives contracts”; the words (f) by sub‑paragraphs deleting of subsection (3)(b)(iii) and substituting the following sub‑paragraphs: and (B) (C) licence to
 deal “(B) the holder of a capital markets services in capital markets products that are or securities securities‑based derivatives contracts; in (C) an exempt person in respect of dealing capital markets products that are securities or securities‑based derivatives contracts;”; (g) by deleting sub‑paragraph (F) of subsection (3)(b)(iii) and substituting the following sub‑paragraph: “(F) a person — (FA) who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements
 of any foreign jurisdiction in respect of dealing in markets capital are products securities or securities‑based derivatives contracts; that 307 (FB) who is exempted from or laws, codes the requirements mentioned in sub‑paragraph (FA) in respect of dealing in markets capital are products or securities securities‑based derivatives contracts; that (FC) who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction the respect in of financial provision of advisory services concerning investment products; or (FD) who is exempted from or laws, codes the requirements mentioned in sub‑paragraph (FC) in respect of the provision advisory of services concerning investment products,”; financial (h) by deleting subsection (5) and substituting the following subsection: “(5) In determining whether the amount raised by a person from offers within a period of 12 months 308 exceeds applicable subsection (1)(a), each amount raised — the amount mentioned in (a) by that person from any offer of securities or securities‑based derivatives contracts issued by the same entity; or securities or (b) by that person or another person from any offer of securities-based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, which is a closely related offer, if any, within that period in reliance on the exemption under subsection (1) or section 302B(1) must be included.”; (i) by deleting the words “acquired through an offer made in reliance on the exemption under subsection (1) (referred to in this subsection as an initial offer) are subsequently sold by the person who acquired the securities” in subsection (8) and substituting the words “or securities‑based derivatives contracts acquired through an offer made in reliance on the exemption under subsection (1) (called in this subsection an initial offer) are subsequently sold by the person who
 acquired the securities or securities‑based derivatives contracts”; (j) by sub‑paragraphs deleting of subsection (8)(c)(ii)(C) and substituting the following sub‑paragraphs: (CC) (CB) and licence to deal “(CB) the holder of a capital markets services in capital markets products that are or securities securities‑based derivatives contracts; (CC) an exempt person in respect of capital markets dealing in 309 products that are securities or securities‑based derivatives contracts;”; (k) by deleting sub‑paragraph (CF) of subsection (8)(c)(ii)(C) and substituting the following sub‑paragraphs: “(CF) a person who is or codes authorised licensed, approved, or otherwise regulated under the laws, other requirements of any foreign of respect in jurisdiction dealing capital markets in products that are securities or securities‑based derivatives contracts; (CG) a person who is exempt from the laws, codes or requirements in mentioned sub‑paragraph (CF) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (CH) a person who is codes authorised licensed, approved, or otherwise regulated under the other laws, requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products; or or (CI) a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (CH) in respect 310 of the provision of financial advisory services concerning investment products,”; (l) by deleting sub‑paragraph (A) of subsection (8)(c)(iii) and substituting the following sub‑paragraph: “(A) a statement states — in writing that (AA) where on units is not or derivatives of units in a business trust are being offered and the business trust registered the Business under Act Trusts (Cap.
31A) — “This offer is made in the reliance exemption under section 272A(8)(c) of and Securities the is not Futures Act.

It or made a accompanied is prospectus registered the Monetary Authority of the Singapore is not business registered the Business Trusts Act.”; and by that by under trust and in (AB) in any other case — “This offer is made in reliance the exemption under section 272A(8)(c) of on 311 in and the Securities is not Futures Act.
It or made a accompanied is prospectus registered the Monetary Authority of Singapore.”;”; by that by (A), and substituting the and (C) of following (B) (m) by deleting sub‑paragraphs subsection (8)(c)(v) sub‑paragraphs: “(A) the holder of a capital markets services licence to deal in capital markets products that are securities derivatives or contracts; securities‑based (B) an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (C) a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other foreign of requirements jurisdiction in respect of dealing in capital markets products that are securities‑based securities derivatives contracts; or any or codes (D) a person who is exempt from the requirements or laws, mentioned in sub‑paragraph (C) in respect of dealing in capital markets or are that products securities‑based derivatives contracts.”; securities 312 (n) by inserting, immediately after the words “an offer of “or securities” securities‑based derivatives contracts”; the words subsection (10), in (o) by deleting sub‑paragraph (A) of subsection (10)(i) and substituting the following sub‑paragraph: “(A) purporting to describe the securities securities‑based derivatives or the contracts being offered, or business and affairs of the person making the offer, the issuer or (where applicable) the underlying entity, or (where or securities‑based derivatives
 contracts being offered are units or derivatives the of units in a business trust) business trust; and”; securities the (p) by deleting the words “a securities exchange, futures in the words exchange subsection “an approved exchange or overseas exchange”; securities substituting overseas and or (10)(ii) exchange” (q) by inserting, immediately after the words “the issuer,” in the words “the unitholders of the subsection (10)(iii), business trust,”; and (r) by deleting subsection (11) and substituting the following subsection: “(11) In subsection (10)(i)(A), the reference to the affairs of the person making the offer, the issuer, the underlying entity or the business trust includes — (a) in the case where the person making the offer, the issuer or the underlying entity is a corporation, a reference to the matters mentioned in section 2(2); (b) in any other case, a reference to such by matters prescribed regulations made under section 341.”.
as may be 313 Amendment of section 272B 146.
Section 272B of the principal Act is amended — (a) by deleting the words “of an entity” in subsection (1) and substituting the words “or securities‑based derivatives contracts of an entity or of a business trust”; sub‑paragraphs and (i), substituting of following and the (1)(c) (iii) (ii) (b) by deleting subsection sub‑paragraphs: “(i) the holder of a capital markets in capital services licence to deal markets products that are securities or derivatives contracts; securities‑based (ii) an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (iii) a person who is licensed, approved, authorised or otherwise regulated the laws, codes or other under requirements foreign of jurisdiction in respect of dealing in capital markets products that are securities‑based securities derivatives contracts; or any or codes (iv) a person who is exempt from the laws, requirements or mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products or are that securities‑based derivatives contracts; and”; securities (c) by deleting subsection (3) and substituting the following subsection: 314 “(3) In determining whether offers of securities or securities‑based derivatives contracts by a person are made to no more than the applicable number of persons specified in subsection (1)(a) within a period of 12 months, the following persons must be included: (a) each person to whom an offer of securities or securities‑based
 derivatives contracts issued by the same entity is made by the firstmentioned person within that period in reliance on the exemption under this section; (b) each person to whom an offer of securities or securities‑based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, is made by the firstmentioned person or another person where such offer is a closely related offer, within that period in reliance on the exemption or under section 302C.”; and section this (d) by inserting, wherever “or securities‑based derivatives contracts”.
immediately after in subsection (5), it appears the word “securities” the words Amendment of section 273 147.
Section 273 of the principal Act is amended — (a) by deleting the words “Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of securities” in subsection (1) and substituting the words “Subject to subsection (5), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts”; (b) by inserting, immediately after the word “securities” wherever it appears in subsections (1)(cc) and (ci) and (5), the words “or securities‑based derivatives contracts”; 315 (c) by inserting, securities” (1)(cd), “or securities‑based derivatives contracts”; immediately after subsection in the words “offer of words the (d) by inserting, immediately after the words securities” in subsection (1)(cd)(i) and (ii), “or securities‑based derivatives contracts”; “whose the words (e) by deleting the words “a securities exchange” wherever they appear in subsection (1)(cd), (ce), (cf), (cg), (ch) and (d) and substituting in each case the words “an approved exchange”; (f) by inserting, immediately after paragraph (ci) of subsection (1), the following paragraphs: “(cj) it is an offer of units in a business trust, whose units are listed for quotation on an approved exchange, made to — (i) any existing unitholder of the business trust; or (ii) any holder of any debenture of the trustee‑manager of the business trust that is issued by the trustee-manager of the business trust in its capacity as trustee‑manager
 of the business trust; (ck) it is an offer of derivatives of units in a business trust, whose units are listed for quotation on an approved exchange, made to — (i) any of trust, where existing unitholder the business such derivatives of units may only be exercised the existing unitholder into units of the business trust; or converted by or (ii) any holder of any debenture of the trustee‑manager of the business trust 316 that is issued by the trustee‑manager of the business trust in its
 capacity as trustee‑manager of the business trust, where such derivatives of units may only be exercised or converted by the holder of debentures into units of the business trust;”; (g) by inserting, immediately after paragraph (d) of subsection (1), the following paragraph: “(da) it is an offer of units in a business trust (not being such excluded units in a business trust as may be prescribed by regulations made under section 341) that — (i) have been previously issued; (ii) are listed for quotation or quoted on an approved exchange; and (iii) are traded exchange;”; on the approved (h) by deleting paragraphs (e) and (f) of subsection (1) and substituting the following paragraphs: “(e) it is an offer of securities-based derivatives contracts excluded being securities‑based derivatives contracts as may be prescribed by regulations made under section 341) that — such (not (i) have been previously issued; (ii) are listed for quotation or quoted on an approved exchange; and (iii) are traded on the approved exchange; (not (f) it is an offer of securities-based derivatives excluded being contracts securities‑based derivatives contracts as may be prescribed by regulations made under section 341) where — such 317 (i) the discharge of or the determined wholly the obligations the of, value under, securities‑based derivatives contracts is (whether directly or indirectly) by reference to, is derived from, or varies by reference to the value or amount of one or more securities indices; and for (ii) an application has been or will be made the permission securities‑based derivatives contracts to be listed for quotation or quoted on an approved exchange; for (not (g) it is an offer of securities-based derivatives excluded being contracts securities‑based derivatives contracts as may be prescribed by regulations made under section 341) where — such (i) the under obligations the securities‑based derivatives contracts are to be discharged by one party to the other
 at some future time by cash settlement only; (ii) all underlying securities of the securities‑based derivatives contracts have been previously issued and are listed for quotation on an organised (not being such excluded market organised market be as may regulations made prescribed under section 341); and by (iii) either of the following is satisfied: (A) an application has been or will be made for permission for the securities‑based derivatives listed for contracts to be 318 quotation or quoted on an approved exchange; (B) the offer complies with such requirements regulations disclosure prescribed made under section 341; by (not (h) it is an offer of securities-based derivatives excluded being contracts securities‑based derivatives contracts as may be prescribed by regulations made under section 341) where — such (i) the obligations under the securities- based derivatives contracts are to be discharged by one party to the other at some future time other than by cash settlement only; (ii) all underlying securities of the securities‑based derivatives contracts have been previously issued and are listed for quotation on an approved exchange or a recognised securities exchange; and for (iii) an application has been or will be made the permission securities‑based derivatives contracts to be listed for quotation or quoted on an approved exchange; for that (i) it is made (whether or not in relation to securities or securities‑based derivatives previously have contracts issued) by an entity to a qualifying person, or the securities‑based derivatives contracts are to be held by or for the benefit of the qualifying person and are the securities or securities where been 319 securities‑based derivatives contracts of the entity or any of its related parties; or that been (j) it is made (whether or not in relation to securities or securities‑based derivatives previously have contracts issued) by a trustee‑manager of a business trust to a
 qualifying person, where the securities or securities‑based derivatives contracts are to be held by or for the benefit of the qualifying person and are the securities or securities‑based derivatives contracts of the business trust or any of its related parties.”; (i) by deleting subsections (1A) and (2) and substituting the following subsections: “(1A) An offer of securities or securities‑based derivatives come within does contracts subsection (1)(d), (da) or (e) if— not (a) the securities or securities-based derivatives contracts being offered are borrowed by the issuer from any of the following persons solely for the purpose of facilitating the securities‑based offer of securities or derivatives contracts by the issuer: 5 10 15 20 (i) an existing shareholder of the issuer; 25 (ii) a holder of a debenture of the issuer; (iii) (where the securities or securities‑based derivatives contracts offered are units or derivatives of units in a business trust) an existing holder of derivatives of units in the business trust; or holder units of or (iv) a holder of units of shares or debentures of the issuer; and 30 35 320 (b) such under is made borrowing an agreement or arrangement between the issuer and the person mentioned in paragraph (a) which promises the issue or allotment of securities or securities‑based derivatives contracts by the issuer to the person at the same time or shortly after the offer.
securities or (2) An offer of securities‑based derivatives contracts comes within subsection (1)(i) or (j) only if no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred — (a) for administrative or professional services; or (b) by way of commission or fee for services rendered by — (i) the holder of a capital markets services licence to deal in capital markets products that are securities or derivatives contracts; securities-based (ii) an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (iii) a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other foreign of requirements jurisdiction in respect of dealing in capital markets products that are securities‑based securities derivatives contracts; or any or 321 codes (iv) a person who is exempt from the requirements or laws, mentioned in sub‑paragraph (iii) in respect of dealing in capital markets or are that products securities‑based derivatives contracts.”; securities 5 (j) by deleting subsection (4) and substituting the following subsection: “(4) For the purposes of subsection (1)(i) and (j) — 10 (a) a person is a qualifying person in relation to an entity if the person is — (i) a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the entity or a that entity related corporation of (being a corporation); or (ii) the spouse, widow, widower or a child, adopted child or stepchild below the age of 18, of such director or equivalent person, former person, director employee or former employee; and equivalent or (b) a person is a qualifying person in relation to a business trust if the person is — (i) a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or the trustee‑manager of the business trust that or a related corporation of trustee‑manager a corporation);
 or employee former (being of 15 20 25 30 322 (ii) the spouse, widow, widower or a child, adopted child or stepchild below the age of 18, of such director or equivalent person, former person, director employee or former employee.”; equivalent or (k) by deleting subsection (8A) and substituting the following subsection: “(8A) A person must not — (a) advertise an offer or intended offer of any securities or securities-based derivatives contracts mentioned in subsection (1)(d), (da) or (e); or (b) publish a statement that — (i) directly or indirectly, refers to an offer or intended offer of any securities or securities‑based derivatives contracts mentioned in subsection (1)(d), (da) or (e); or (ii) is reasonably likely to induce persons to subscribe for or purchase the securities‑based securities derivatives contracts to which the offer relates, or unless the advertisement or publication complies with such requirements as may be prescribed by regulations made under section 341.”; and (l) by deleting paragraph (b) of subsection (9) and substituting the following paragraph: “(b) the shares or debentures, or units of shares or debentures, of which are not listed for quotation on any approved exchange.”.
Amendment of section 274 323 148.

Section 274 of the principal Act is amended by inserting, words “securities”, immediately “or securities‑based derivatives contracts”.

word after the the Amendment of section 275 149.
Section 275 of the principal Act is amended — (a) by inserting, securities” securities‑based derivatives contracts”; immediately after subsection (1), in the words “offer of “or the words (b) by deleting subsection sub‑paragraphs: sub‑paragraphs and (i), substituting (1)(b) (ii) and the (iii) of following “(i) the holder of a capital markets services licence to deal in capital markets products that are securities derivatives or contracts; securities‑based (ii) an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (iii) a person who is licensed, approved, authorised or otherwise regulated the laws, codes or other under foreign of requirements jurisdiction in respect of dealing in capital markets products that are securities‑based securities derivatives contracts; or any or codes (iv) a person who is exempt from the requirements or laws, mentioned in sub‑paragraph (iii) in respect of dealing in capital markets or are products securities that 324 securities‑based contracts; and”; derivatives (c) by deleting the words “to a person who acquires the securities as principal, whether or not the securities” in “or subsection securities‑based derivatives contracts to a person who acquires the securities or securities‑based derivatives contracts as principal, whether or not the securities or securities‑based derivatives contracts”; the words substituting (1A) and (d) by inserting, securities” (1A)(a), in securities‑based
 derivatives contracts”; immediately after subsection the words “that the words the “or (e) by inserting, immediately after the words “exchange of words securities” (1A)(a), “, securities‑based derivatives contracts”; subsection the in (f) by deleting subsection sub‑paragraphs: sub‑paragraphs (1A)(c) and (i), (ii) substituting and the (iii) of following “(i) the holder of a capital markets in capital services licence to deal markets products that are securities or derivatives contracts; securities‑based (ii) an
 exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (iii) a person who is licensed, approved, authorised or otherwise regulated the laws, codes or other under requirements foreign of jurisdiction in respect of dealing in capital markets products that are securities‑based securities derivatives contracts; or any or 325 codes (iv) a person who is exempt from the requirements or laws, mentioned in sub‑paragraph (iii) in respect of dealing in capital markets or are that products securities‑based derivatives contracts; and”; securities (g) by deleting the definitions of “advertisement” and and in subsection (2) “information memorandum” substituting the following definitions: “ “advertisement” means — (a) a written or printed communication; (b) a communication by radio, television or other medium of communication; or (c) a communication by means of a recorded telephone message, that is published in connection with an offer in securities‑based respect of derivatives contracts, but does not include — securities or (i) an information memorandum; (ii) a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange, exchange or overseas which is made by any person; or (iii) a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the unitholders of the business trust, the person making the offer, the issuer, the underlying entity or any entity, or a presentation of oral or written 326 material on matters so contained in the general the notice or report at meeting; “information document — memorandum” means a (a) purporting to describe — (i) the securities securities‑based contracts being offered; or or derivatives entity, securities underlying the (ii) the business and affairs of the person making the offer, the (where
 applicable) issuer or or the or (where securities‑based derivatives contracts being offered are units or derivatives of units in the a trustee‑manager the business trust or the business trust; and trust) of business (b) purporting to have been prepared for delivery to, and review by, relevant persons and persons to whom an offer mentioned in subsection (1A) is to be made, so as to assist them in making an investment decision in respect of securities‑based the derivatives contracts being offered;”; and securities or (h) by deleting subsections (2A) and (3) and substituting the following subsections: “information “(2A) In definition memorandum” in subsection (2), the reference to the affairs of the person making the offer, the issuer, the the of 327 underlying entity, the trustee‑manager of the business trust or the business trust includes — (a) where the person making the offer, the underlying entity or a the the issuer, trustee‑manager a reference to the matters mentioned in section 2(2); and corporation, is (b) in any other case, a reference to such by matters prescribed regulations made under section 341. as may be (3) Despite any condition in section 99 or any regulation made for the purposes of that section that a person has to deal in capital markets products that are securities or securities‑based derivatives contracts for the person’s own account with or through a person prescribed by the Authority so that the firstmentioned person can qualify as an exempt person, a person who acquires securities or securities‑based derivatives contracts under an offer made in reliance on an exemption under section 274 or subsection (1) or (1A) for the person’s own account is treated as an exempt person even though the person does not comply with that condition.”.
Amendment of section 276 150.
Section 276 of the principal Act is amended — (a) by inserting, immediately after the word “securities” wherever it appears in subsections (1), (2), (3), (4) and (6), the words “or securities‑based derivatives contracts”; (b) by deleting subsection (1A) and substituting the following subsection: “(1A) The reference to the sale of securities or securities‑based under subsection (1) includes — derivatives contracts 328 (a) where the securities or securities‑based derivatives contracts initially acquired are debentures, or units of shares or debentures, with an attached right of conversion into shares or debentures, a reference to the sale of the converted shares or debentures; and (b) where the securities or securities‑based derivatives contracts initially acquired are derivatives of units in a business trust, with an attached right of conversion into units in the business trust, a reference to the sale of the units in the business trust.”; and (c) by deleting subsection (7) and substituting the following subsection: “(7) Subsections (1), (3) and (4) do not apply where the securities or securities‑based derivatives contracts of the corporation that are acquired are of the same class as other securities or securities‑based derivatives contracts of the corporation — (a) that are listed for quotation on an approved exchange; and introductory circular document (b) in respect of which any offer information document, statement, shareholders’ reverse a take‑over, the purposes of a scheme of arrangement, or any other similar document approved by an approved in exchange, was connection with — for issued issued for (i) an offer of securities‑based contracts; or those securities or derivatives (ii) the listing for quotation of those securities‑based securities derivatives contracts.”.
or 329 Amendment of section 277 151.
Section 277 of the principal Act is amended — (a) by deleting subsection (1) and substituting the following subsection: “(1) Subject to subsection (1A), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts (not being such securities or securities‑based derivatives contracts as may be prescribed by regulations made under section 341) if the following conditions are satisfied: (a) where the securities or securities‑based derivatives contracts offered — (i) are units of shares or debentures, those units of shares or debentures are issued by an entity whose shares listed for quotation on an are approved exchange, whether by means of a rights issue or otherwise; and (ii) are units or derivatives of units in a business trust, the units or derivatives of units in the business trust are issued by a trustee‑manager acting in its capacity as the trustee‑manager of the business trust, where units of the business trust which have been previously issued are listed for quotation on an approved exchange, whether by means of a rights issue or otherwise; (b) an offer information statement relating to the offer which complies with such requirements as to form and content as may be prescribed by regulations made 330 under section 341 is lodged with the Authority; (c) either — (i) the offer is made in, or accompanied by, the offer information statement mentioned in paragraph (b); or (ii) all the conditions in
 subsection (1B) are satisfied.”; (b) by inserting, immediately after the word “securities” wherever it appears in subsections (1A), (1B) and (7), the words “or securities‑based derivatives contracts”; (c) by inserting, immediately after subsection (1A), the following subsections: “(1AB) In relation to an offer of securities — (a) where the securities are issued, whether by means of a rights issue or otherwise, by a subsidiary (called in this section the subsidiary) of an entity whose shares are listed for quotation
 on an approved exchange (called in this section the listed entity); and (b) where the listed entity has guaranteed, or has agreed to guarantee, unconditionally and irrevocably, all payment obligations (whether in cash, in kind or otherwise) of the subsidiary arising from the securities, the Authority may, on the application of the subsidiary or the listed entity, declare by notice in writing to the applicant that the provision of an offer information statement in lieu of a prospectus relating to an offer of securities would not be prejudicial to investors of such securities.
(1AC) Where the Authority makes a declaration mentioned in subsection (1AB) in relation to an offer 331 of securities, Subdivisions (2) and (3) of this Division (other than section 257) do not apply to the offer of securities for a period of 6 months starting on the date of the declaration if all of the following conditions are satisfied: (a) the offer information statement relating to the offer of securities — (i) complies with such requirements as to form and content as may be prescribed regulations made under section 341; by (ii) is signed by every director, or equivalent person, of the subsidiary and the listed entity; and 5 10 (iii) is lodged by the subsidiary or the listed entity, with the Authority; 15 (b) either — (i) the offer of securities is made in, or accompanied offer by, information statement mentioned in paragraph (a); or the (ii) all the conditions in subsection (1B) are satisfied.
(1AD) The Authority may, on making a declaration under subsection (1AB), provide that the offer of to such securities may only be made subject conditions or restrictions as the Authority may impose.”; (d) by deleting the words “referred to in subsection (1)(c)(ii)” in subsection (1B) and substituting the words “mentioned in subsections (1)(c)(ii) and (1AC)(b)(ii)”; (e) by inserting, immediately after the words “subsection (1)” in subsection (3), the words “or (1AC)”; 20 25 30 332 (f) by deleting the word “and” at the end of subsection (4)(a); and (g) by deleting the full-stop at the end of paragraph (b) of subsection (4) and substituting the word “; and”, and by inserting immediately thereafter the following paragraph: “(c) in relation to an offer information statement mentioned in subsection (1AC), a reference in section 253(4)(a), (b) or (c) or 254(3)(a), (b) or (c) to the person making the offer is to be read as a reference to the subsidiary and the listed entity.”.
5 10 Amendment of section 278 152.

Section 278(1) of the principal Act is amended by deleting the word “securities” in paragraph (a) and substituting the words “capital 15 markets products that are securities or securities‑based derivatives contracts”.

Amendment of section 280 153.

Section 280 of the principal Act is amended by inserting, immediately after the word “securities” in subsections (1) and (3), the words “or securities‑based derivatives contracts”.

New section 280A 154.


The principal Act is amended by inserting, immediately after section 280, the following section: “Information relating to certain offers 280A.

The Authority may, by regulations made under section 341, require any person or class of persons to furnish the Authority with such information relating to an offer of securities or securities‑based derivatives contracts made or proposed to be made in reliance on an exemption under any provision of this Subdivision.”.
20 25 30 Repeal of Division 1A of Part XIII 333 155.

Part XIII of the principal Act is amended by repealing Division 1A.

Amendment of section 283 156.
Section 283(1) of the principal Act is amended — (a) by inserting, immediately before the definition of “control”, the following definition: “ “authorised real estate investment trust” means a real estate investment trust that is a collective under investment section 286;”; and authorised scheme (b) by inserting, immediately after the definition of “prospectus”, the following definition: “ “recognised real estate investment trust” means a real estate investment trust that is a collective under investment section 287;”.
recognised scheme Amendment of section 286 157.
Section 286 of the principal Act is amended — (a) by deleting the words “a securities exchange” in subsection (3)(a)(i)(C) and substituting the words “an approved exchange”; (b) by inserting, immediately after subsection (10), the following subsections: “(10A) The manager of an authorised real estate investment trust must — (a) act in the best interests of all the participants of the authorised real estate investment trust as a whole; and (b) give priority to the interests of all the participants of the authorised real estate the investment trust as a whole over 334 manager’s own interests and the interests of the shareholders of the manager in the event of a conflict between the interests of all the participants as a whole and the manager’s the own interests or shareholders of the manager.
the interests of (10B) A director of the manager of an authorised real estate investment trust must — (a) take all reasonable steps to ensure that the under duties its manager discharges subsection (10A); and (b) give priority to the interests of all of the manager trust as a whole over and the participants of the authorised real estate the investment interests the shareholders of the manager in the event of a conflict between the interests of all the participants as a whole and the interests of the manager or the shareholders of the manager.
(10C) The duty of a director of the manager mentioned in subsection (10B) overrides any conflicting duty of such director under section 157 of the Companies Act (Cap.

50).

(10D) Civil or criminal proceedings may not be brought against a director of the manager of an authorised real estate investment trust for a breach of section 157 of the Companies Act, any fiduciary duty or any other duty under common law, in relation to any act or omission if such act or omission was required by subsection (10B).
(10E) To avoid doubt, no action or proceedings whatsoever may be brought by or on behalf of all or any of the participants of an authorised real estate investment trust against a director of the manager of that authorised real estate investment trust for any 335 breach or alleged breach of the duties imposed by to the extent and in the subsection (10B) except manner provided for under section 295C.”; and (c) by inserting, immediately after subsection (15), the following subsections: “(16) A manager of an authorised real estate investment contravenes subsection (10A) — which trust (a) shall be liable to all the participants of the authorised real estate investment trust as a whole — (i) for any profit or financial gain directly or indirectly made by the related any of manager or corporations; or its (ii) for any damage suffered by all the the authorised real participants of estate investment trust as a whole, as a result of the contravention; and (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(17) A director of the manager of an authorised real contravenes trust who estate investment subsection (10B) — (a) shall be liable to all the participants of the authorised real estate investment trust as a whole — (i) for any profit or financial gain directly or indirectly made by the director or the manager or any related corporation of the manager; or 336 (ii) for any damage suffered by all the the authorised real participants of estate investment trust as a whole, as a result of the contravention; and (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both.”.
Amendment of section 287 158.
Section 287 of the principal Act is amended — (a) by deleting subsections (2) and (3) and substituting the following subsections: “(2) In determining whether a collective investment scheme under subsection (1), the Authority may have regard to the following factors: to recognise (a) whether and the laws and practices of the jurisdictions under which the scheme is to constituted investors in Singapore protection at least equivalent to that provided to them by or case of this Division in the under comparable authorised schemes; regulated affords (b) such other criteria as may be prescribed by regulations made under section 341.
(3) Unless otherwise notified in writing by the Authority to the responsible person of the collective investment scheme, the following conditions must be satisfied for the recognition of every collective investment scheme under subsection (1): 337 (a) there is a manager for the scheme that — (i) is licensed or regulated in the jurisdiction of its principal place of business; and (ii) is a fit and proper person in the opinion of the Authority, and in considering if a person is a fit and the Authority may proper person, take into account any matter relating to — (A) any person who is or will be employed by or associated with the manager; (B) any person exercising influence over the manager; or (C) any person exercising influence over a related corporation of the manager; (b) there is a representative for the scheme for the functions set out in subsection (13) who is — (i) an individual resident in Singapore; or (ii) a company, or a foreign company registered under Division 2 of Part XI of the Companies Act (Cap.
50); (c) the scheme, the manager for the scheme and the (where applicable) scheme comply with this Act and the Code on Collective Investment Schemes; and the trustee for (d) the responsible person for the collective the furnishes scheme to investment Authority — 338 (i) the name of representative the mentioned in paragraph (b) and the representative’s address (where such representative is a corporation) or such contact representative is an individual); and particulars (where (ii) any information prescribed regulations section 341.”; made by under (b) by deleting subsection (9) and substituting the following subsections: “(9) The responsible person for a recognised real estate investment trust must ensure that the conditions in subsection (3), and every condition or set out by restriction under imposed the Authority subsection (1)(c) or (1A), as applicable to that scheme continues to be satisfied.
(9A) The manager of a recognised real estate investment trust must — (a) act in the best interests of all the participants of the recognised real estate investment trust as a whole; and (b) give priority to the interests of all trust as a whole over the participants of the recognised real estate investment the manager’s own interests and the interests of the shareholders of the manager in the event of a conflict between the interests of all the participants as a whole and the manager’s own interests or the interests of the shareholders of the manager.
(9B) A director of the manager of a recognised real estate investment trust must — 339 (a) take all reasonable steps to ensure that the under duties its discharges manager subsection (9A); and (b) give priority to the interests of all of the manager trust as a whole over and the participants of the recognised real estate the investment interests the shareholders of the manager in the event of a conflict between the interests of all the participants as a whole and the interests of the manager or the shareholders of the manager.
(9C) A duty of a director of the manager under subsection (9B) overrides any conflicting duty of such director under section 157 of the Companies Act.

(9D) Civil or criminal proceedings may not be brought against a director of the manager of a recognised real estate investment trust for a breach of section 157 of the Companies Act, any fiduciary duty or any other duty under common law, in relation to any act or omission if such act or omission was required by subsection (9B).
(9E) To avoid doubt, no action or proceedings whatsoever may be brought by or on behalf of all or any of the participants of a recognised real estate investment trust against a director of the manager of that recognised real estate investment trust for any breach or alleged breach of the duties imposed by subsection (9B) except to the extent and in the manner provided for under section 295C.”; (c) by deleting subsection “subsection (3)(d)”; and (13)(c) the words and “subsection substituting (2)(e)” in the words (d) by inserting, immediately after subsection (14), the following subsections: 340 “(15) A manager of a recognised real estate contravenes investment subsection (9A) — which trust (a) shall be liable to all the participants of the recognised real estate investment trust as a whole — (i) for any profit or financial gain directly or indirectly made by the manager or related any of corporations; or its (ii) for any damage suffered by all the participants of the recognised real estate investment trust as a whole, as a result of the contravention; and (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(16) A director of the manager of a recognised real contravenes trust investment who estate subsection (9B) — (a) shall be liable to all the participants of the recognised real estate investment trust as a whole — (i) for any profit or financial gain directly or indirectly made by the director or the manager or any related corporation of the manager; or (ii) for any damage suffered by all the participants of the recognised real estate investment trust as a whole, as a result of the contravention; and (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 341 $100,000 or to imprisonment for a term not exceeding 2 years or to both.”.
Amendment of section 288 159.
Section 288(1) of the principal Act is amended by deleting the word “or” at the end of paragraph (b), and by inserting immediately thereafter the following paragraph: “(ba) in the case of a scheme recognised under section 287, the Authority is of the opinion that it is necessary to revoke the recognition of the scheme to give effect to relating to the provisions of any arrangement cross‑border offers of collective investment schemes to which Singapore or the Authority is a party; or”.
Amendment of section 292A 160.

Section 292A(1) of the principal Act is amended by deleting paragraph (v) and substituting the following paragraph: “(v) has had a prohibition order under section 59 of the Financial Advisers Act (Cap.

110), section 35V of the Insurance Act (Cap.

142), section 101A or 123ZZC made against him that remains in force; or”.

Amendment of section 295A 161.

Section 295A(14) of the principal Act is amended by deleting the definition of “real estate investment trust”.
Amendment of section 296A 162.

Section 296A(2) of the principal Act is amended by deleting the words “securities exchange, futures exchange, overseas securities exchange or overseas futures exchange” in paragraph (c) and substituting the words “approved exchange or overseas exchange”.

5 10 15 20 25 Amendment of section 297 163.
Section 297 of the principal Act is amended — (a) by deleting subsection (2A) and substituting the following 30 subsections: 342 “(2A) If — (a) a prospectus or a profile statement has been registered; (b) the prospectus or profile statement relates to units in a collective investment scheme recognised under section 287; and (c) the Authority is of the opinion that it is necessary to stop the person making the offer of units in the scheme from issuing or selling units in the scheme to give effect to relating to cross-border an arrangement offers of collective investment schemes to which Singapore or the Authority is a party, the Authority may serve an order in writing (called in this section a stop order) on the person making the offer of units in the scheme directing that no or no further units in the scheme be issued or sold.
(2B) The Authority must not serve a stop order under subsection (1), (2) or (2A) if — (a) any of the units in a collective investment scheme to which the prospectus or profile statement relates — (i) has been issued or sold; and (ii) has been listed for quotation on an approved exchange; and (b) trading in any of the units in the collective investment in mentioned scheme paragraph (a) has commenced.”; and (b) by deleting the words “or (2)” in subsections (3), (8)(a) and (10) and substituting in each case the words “, (2) or (2A)”.
343 Amendment of section 300 164.
Section 300 of the principal Act is amended — (a) by deleting the word “securities” wherever it appears in subsection (2B)(b) and substituting in each case the words “capital markets products that are units in a collective investment scheme”; (b) by inserting, immediately after the words “complied with” in subsection (3)(b), the words “, and which is disseminated with a prospectus or profile statement that has been registered by the Authority under section 296”; (c) by deleting the words “a securities exchange, futures in “an exchange” and substituting the words exchange subsection (4)(a) approved exchange or overseas exchange”; securities overseas or (d) by deleting the words “Any person who contravenes subsection (1) or who knowingly authorised or permitted the publication or dissemination in contravention of subsection (1)” in subsection (7) and substituting the words “Any person who contravenes subsection (1) or who the publication or knowingly authorises or permits dissemination statement of mentioned in that subsection”; and advertisement any or (e) by deleting the word “securities” in paragraph (a) of the definition of “representative” in subsection (13) and substituting the words “capital markets products that are units in a collective investment scheme”.
Amendment of section 301 165.
Section 301 of the principal Act is amended — (a) by deleting the words “securities exchange” wherever they appear in subsections (1), (9) and (13) and substituting in each case the words “approved exchange”; (b) by deleting the words “a securities exchange” in subsections (10) and (11)(b) and substituting in each case the words “an approved exchange”; 344 (c) by deleting the words “any securities exchange” in subsection (11)(a) and (b) and substituting in each case the words “any approved exchange”; (d) by deleting the words “the securities exchange” in subsection (11)(b) and substituting the words “the approved exchange”; and (e) by deleting the words “securities exchange” in the section heading and substituting the words “approved exchange”.
Amendment of section 302 166.
Section 302 of the principal Act is amended — (a) by inserting, immediately after the word “securities” in subsection (1), the words “or securities‑based derivatives contracts”; (b) by deleting subsection (2) and substituting the following subsection: “(2) For the purposes of subsection (1) — (a) references in those sections to securities or securities‑based derivatives contracts are to be read as references to units in a collective investment scheme; and (b) references in those sections to a person subscribing for, purchasing or acquiring securities or securities‑based derivatives contracts are to be read as a person subscribing for, purchasing or acquiring units in a collective investment scheme.”; and (c) by inserting, immediately after the word “securities” in the securities‑based the words “and section derivatives contracts”.
heading, 345 Amendment of section 302B 167.
Section 302B of the principal Act is amended — (a) by deleting sub‑paragraphs (i) and (ii) of subsection (1)(d) and substituting the following sub‑paragraphs: “(i) the holder of a capital markets services licence to deal in capital markets products that are units in a collective investment scheme; (ii) an exempt person in respect of dealing in capital markets products that collective in investment scheme;”; “or” the word units end the are of at a (b) by deleting subsection (1)(d)(iv); (c) by deleting sub‑paragraph (v) of subsection (1)(d) and substituting the following sub‑paragraphs: “(v) a person who is licensed, approved, authorised or otherwise regulated the laws, codes or other under requirements foreign of jurisdiction in respect of dealing in capital markets products that are units in a collective investment scheme or marketing of collective investment schemes; or any (vi) a person who is exempt from the laws, codes or other requirements mentioned in sub‑paragraph (v) in in a collective respect of units investment scheme or marketing of collective investment schemes; and”; (d) by deleting paragraph (b) of subsection (5) and substituting the following paragraph: 346 “(b) by that person or another person from any offer of units in a collective investment securities‑based scheme, derivatives contracts, which is a closely related offer,”; securities or (e) by deleting the words “subsection (1), section 272A(1) or 282V(1)” in subsection (5) and substituting the words “subsection (1) or section 272A(1)”; and (f) by deleting the words “a securities exchange, futures in “an exchange” and substituting the words exchange subsection (10)(ii) approved exchange or overseas exchange”.
securities overseas or Amendment of section 302C 168.
Section 302C(3) of the principal Act is amended — (a) by deleting paragraph (b) and substituting the following paragraph: securities “(b) an offer of units in a collective investment securities‑based scheme, is made by the derivatives contracts firstmentioned person or another person where such offer is a closely related offer,”; and or 5 10 15 20 (b) by deleting the words “this section, section 272B or 282W” and substituting the words “this section or section 272B”.

25 Amendment of section 303 169.


Section 303(1) of the principal Act is amended by deleting the and substituting the words exchange” securities “a words “an approved exchange”.

Amendment of section 304A 30 170.
Section 304A of the principal Act is amended by deleting subsection (2) and substituting the following subsection: 347 “(2) Subsection (1) does not apply where the units in a collective investment scheme acquired are of the same class as, or can be converted into units of the same class as, other units in the scheme — (a) which are listed for quotation on an approved 5 exchange; and (b) in respect of which any offer information statement, introductory document, unitholders’ circular for a reverse take-over, document issued for the purposes of a trust scheme, or any other similar document approved by an approved exchange, was issued in connection with — (i) an offer of those units in the scheme; or (ii) the listing for quotation of those units in the scheme.”.
Amendment of section 305 171.
Section 305 of the principal Act is amended — (a) by deleting the word “securities” in subsection (2) and substituting the words “units in a collective investment scheme, securities, securities‑based derivatives contracts”; (b) by deleting “(v)” in subsection (3)(b) and substituting “(vi)”; (c) by deleting the words “a securities exchange, futures exchange or overseas securities exchange” in paragraph (ii) of the definition of “advertisement” in subsection (5) and substituting the words “an approved exchange or overseas exchange”; and (d) by deleting the word “securities” in subsection (6) and substituting the words “capital markets products that are units in a collective investment scheme”.
10 15 20 25 30 348 Amendment of section 305A 172.
Section 305A of the principal Act is amended — (a) by deleting the word “securities” in subsection (3)(i)(B) and substituting the words “units in a collective investment scheme, securities, securities‑based derivatives contracts”; and (b) by deleting subsection (5) and substituting the following subsection: “(5) Subsections (1), (2) and (3) do not apply where the units in a collective investment scheme acquired are of the same class as other units in the scheme — (a) which are listed for quotation on an approved exchange; and (b) in respect of which any offer information statement, document, introductory unitholders’ circular for a reverse take- over, document issued for the purposes of a trust scheme, or any other similar document approved by an approved exchange, was issued in connection with — (i) an offer of those units in the scheme; or (ii) the listing for quotation of those units in the scheme.”.
Amendment of section 305B 173.

Section 305B(1) of the principal Act is amended by deleting the words “a securities exchange” and substituting the words “an approved exchange”.

Deletion and substitution of heading of Division 3 of Part XIII 30 174.
Part XIII of the principal Act is amended by deleting the heading of Division 3 and substituting the following Division heading: 349 “Division 3 — Hawking of Securities, Securities-based Derivatives Contracts and Units in Collective Investment Scheme”.

Amendment of section 309 175.
Section 309 of the principal Act is amended — (a) by deleting subsections (1) and (2) and substituting the following subsections: “(1) A person must not — (a) make an offer to any person of units in a collective investment scheme, securities or securities‑based derivatives contracts for subscription or purchase, in the course of, or arising from, an unsolicited meeting with that other person; or (b) make an invitation to any person to in a subscribe for or purchase units collective investment scheme, securities or securities‑based derivatives contracts, in an arising from, the unsolicited meeting with that other person.
course of, or (2) Subsection (1) does not apply to any person who makes an offer or invitation in respect of units in a collective or securities‑based derivatives contracts that does not need a prospectus by virtue of section 274, 275, 304 or 305.”; investment securities scheme, (b) by deleting the word “securities” in subsection (3)(b) and substituting the words “units in a collective investment scheme, derivatives contracts”; securities‑based securities or (c) by deleting the word “securities” in subsection (5) and substituting the words “units in a collective investment scheme, securities or securities‑based derivatives contracts (as the case may be)”; and 350 (d) by deleting paragraphs (a) and (b) of subsection (7) and substituting the following paragraphs: “(a) “securities” has the same meaning as in section 2 and also includes the securities of an entity or a business trust, whether the entity or business trust is in existence or is to be formed; (b) “securities-based derivatives contracts” has the same meaning as in section 2 and also securities‑based includes derivatives contracts of an entity or a business trust, whether the entity or business trust is in existence or is to be formed; (c) “unit”, in relation to a collective investment scheme, has the same meaning as in section 2 and also includes units in a collective investment scheme, whether the in collective existence or is to be formed; investment scheme is in or units scheme (d) a reference to an offer or invitation in securities‑based securities, respect of a contracts derivatives collective for investment subscription or purchase includes an offer or securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) by way of barter or exchange.”.
invitation in respect of Amendment of section 309A 176.

Section 309A(1) of the principal Act is amended — (a) by inserting the word “or” at the end of paragraph (a) of the definition of “issuer”; and (b) by deleting paragraph (b) of the definition of “issuer”.

5 10 15 20 25 30 Amendment of section 310 351 177.

Section 310(2) of the principal Act is amended by deleting the words “Part II, IIA, III or IIIA” and substituting the words “Part II, IIA, III, IIIA or VIAA”.

Amendment of section 311 178.


Section 311(3) of the principal Act is amended by deleting the words “securities, futures or derivatives industry” and substituting the words to financial benchmarks”.

and derivatives industry or “securities Amendment of section 317 179.
Section 317 of the principal Act is amended — (a) by deleting the words “sections 94, 99C and 101A(7) and (8)” in subsection (1) and substituting the words “sections 94, 99C, 101A(7) and (8), 123U and 123ZQ”; and (b) by deleting the words in subsection (2)(a) and substituting the words “section 94, 99C, 123U or 123ZQ”.

“section 94 or 99C” Amendment of section 322 180.
Section 322 of the principal Act is amended — (a) by deleting the words “an exempt market operator,” in subsection (1)(a); (b) by deleting the word “or” at the end of paragraph (a) of subsection (1), and by inserting immediately thereafter the following paragraph: “(aa) any information relating to an authorised benchmark exempt administrator, benchmark administrator, an authorised exempt benchmark an benchmark submitter or a designated benchmark submitter, a representative of an authorised benchmark administrator, an submitter, an 352 submitter benchmark benchmark benchmark administrator, submitter, an exempt an authorised exempt a designated benchmark submitter, or a person from whom any information or expression the opinion determination of a designated benchmark was obtained; or”; used or of in (c) by deleting paragraph (a) of subsection (2) and substituting the following paragraph: licence, authorisation “(a) the lapsing, revocation or suspension of the approval, or exemption granted, or designation issued, to in person subsection (1);”; and (d) by deleting the words “a securities exchange, a futures exchange,” in subsection (2)(g) and (h) and substituting in each case the words “an approved exchange,”.
mentioned any Amendment of section 324 181.
Section 324 of the principal Act is amended — (a) by deleting the words “under this Act” in subsection (1)(a); (b) by deleting the words “securities, futures contracts, contracts in connection with leveraged foreign exchange trading,” wherever they appear in subsections (1)(c) and (1A)(b) and (d) and substituting in each case the words “capital markets products,”; (c) by deleting the words “transfer of securities” wherever they appear in subsection (1A)(d) and substituting in each case the words “transfer of capital markets products”; and (d) by deleting the word “securities” in the section heading and substituting the words “capital markets products”.
353 Amendment of section 325 182.
Section 325 of the principal Act is amended — (a) by deleting the words “a securities exchange, a futures exchange,” in subsection (1)(a)(ii) and substituting the words “an approved exchange,”; (b) by deleting the words “the listing rules of a securities exchange” in subsection (1)(a)(ii) and substituting the words “the listing rules of an approved exchange”; (c) by deleting sub‑paragraph (iii) of subsection (1)(a) and substituting the following sub‑paragraph: “(iii) is about to do an act with respect to dealing in capital markets products, designated administering providing benchmark, information a to designated benchmark, that, if done, such an offence or would be contravention;”; relation a or in (d) by deleting the words “a securities exchange” in “an and substituting the words subsection (1)(b) approved exchange”; (e) by deleting the words “the securities exchange” in “the and substituting the words subsection (1)(b) approved exchange”; (f) by deleting paragraph (c) of subsection (1); (g) by deleting the words “make one or more of the following orders:” in subsection (1) and substituting the words “make in one any subsection (1A).”; or more specified orders the of (h) by deleting paragraphs (i) to (vi) of subsection (1); (i) by inserting, immediately after subsection (1), the following subsection: 354 “(1A) The orders subsection (1) are — that may be made under (a) in the case of a persistent or continuing breach of this Act, of any condition or restriction of a licence, of any business
 rule of an approved exchange, a licensed trade repository or an approved clearing house, of any listing rule of an approved exchange, or of any condition or restriction imposed on an authorised benchmark administrator, an authorised benchmark submitter or a designated benchmark submitter, an order restraining a person — (i) from carrying on a business of dealing in capital markets products; (ii) from acting as a representative of a person carrying on a business of dealing in capital markets products; (iii)
 from holding the person out as a person carrying on a business of dealing in capital markets products; (iv) from carrying on a business of designated a administering benchmark; (v) from providing in relation to a designated benchmark; information (vi) from acting as a representative of an authorised benchmark administrator, an authorised benchmark submitter or a designated benchmark submitter; (vii) from holding the person out as a person — 355 (A) carrying on a business of designated a administering benchmark; or (B) providing relation benchmark; or to information in designated a (viii) from otherwise acting in breach; (b) an order restraining a person from acquiring, disposing of or otherwise dealing with any capital markets products that are specified in the order; (c) an order appointing a receiver of the property of the holder of a capital markets services licence to deal in capital markets products or of property that is held by such a holder for or on behalf of another person whether on trust or otherwise; (d) an order declaring a contract relating to any dealing in capital markets products to be void or voidable; (e) for the purpose of securing compliance with any other order under this section, an order directing a person to do or refrain from doing a specified act; (f) an order restraining the exercise of any voting or other rights attached to any capital markets products that are specified in the order; and (g) any ancillary order deemed to be desirable in consequence of the making of any of the above orders.”; (j) by deleting the words “deal in securities or trade in futures contracts” in subsection (3) and substituting the words “deal in capital markets products”; 356 (k) by deleting subsection (4) and substituting the following subsection: “(4) For the purposes of subsections (1), (1A) and (3), “property”, in relation to the holder of a capital markets services licence to deal in capital markets products, includes — (a)
 moneys; (b) capital markets products; (c) documents of products; and (d) other property, title to capital markets entrusted to or received on behalf of any other person by the holder or another person in the course of or in connection with a business of dealing in capital markets products carried on by the holder.”; and (l) by deleting subsection (6) and substituting the following subsections: “(6) Subject to subsection (6A), subsection (5) does not affect the powers of the court in relation to the punishment for contempt of court.
(6A) Where a person is convicted of an offence under subsection (5) in respect of any contravention of an such contravention is not punishable as a contempt of court.

order made subsection under (1), (6B) A person must not be convicted of an offence under subsection (5) in respect of any contravention of an order made under subsection (1) that has been punished as a contempt of court.”.

Amendment of section 328 183.
Section 328(2) of the principal Act is amended by deleting the definition of “relevant person” and substituting the following definition: “ “relevant person” means any — 357 (a) approved exchange; (b) recognised market operator; (c) licensed trade repository; (d) licensed foreign trade repository; 5 (e) approved clearing house; (f) recognised clearing house; (g) approved holding company; (h) holder of a capital markets services licence to carry on business in any regulated activity; 10 (i) exempt person; (j) representative; (k) approved trustee mentioned in section 289; (l) authorised benchmark administrator; (m) exempt benchmark administrator; (n) authorised benchmark submitter; (o) exempt benchmark submitter; or (p) designated benchmark submitter.”.
Amendment of section 330 184.
Section 330 of the principal Act is amended — (a) by deleting subsection (1) and substituting the following subsection: “(1) Any person who, with intent to deceive, makes or furnishes, or knowingly and wilfully authorises or permits the making or furnishing of, any false or to any approved misleading statement or approved exchange, clearing house, clearing exempt authorised benchmark administrator or trade recognised licensed house, repository, report 15 20 25 358 benchmark administrator, or to any officer of such persons — (a) while carrying on the activity of dealing in capital markets products; (b) relating to a financial instrument; (c) relating to the enforcement of the business rules of an approved exchange, a licensed trade repository or an approved clearing house or the listing rules of an approved exchange; (d) relating to the affairs of an entity or a business trust; (e) relating to a collective investment scheme; (f) relating to the affairs of the trustee‑manager of a registered business trust; (g) relating to a registered business trust which is managed the and trustee‑manager of the registered business trust; or operated by (h) while carrying on the activity of providing information in relation to a designated benchmark, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.”; (b) by deleting the words “subsection (1)(c)” in subsection (3) and substituting the words “subsection (1)(d)”; and (c) by deleting the section heading and substituting the following section heading: 359 “Duty not to furnish false statements to approved exchange, licensed trade repository, approved clearing house, recognised clearing house, authorised benchmark administrator, exempt benchmark administrator and Securities Industry Council”.
Amendment of section 332 185.
Section 332(1) of the principal Act is amended — (a) by deleting the words “a securities exchange, a futures exchange,” and substituting the words “an approved exchange,”; and (b) by deleting the words “or a holder of a capital markets services licence to carry on business in any regulated activity,” and substituting the words “, a holder of a capital markets services licence to carry on business in any regulated activity, an authorised benchmark administrator or an authorised benchmark submitter,”.
Amendment of section 333 186.
Section 333(2) of the principal Act is amended by deleting paragraph (a) and substituting the following paragraph: 46Y(8), “(a) offences under sections 7(4), (5) and (12), 9(13), 17(2), 22, 23(4), 27(13) and (14), 28(14), 29(4) and (7), 30(4), 35(2), 41(4) and (7), 42, 43(11), 45(3), 46(9), 46AA(9), 46AAB(7), 46AAC(10), 46AAI(8), 46C(2), 46E(14), 46P, 46Q(4), 46U(13) and (14), 46V(14), 46ZIB(7), 46Z(10), 46ZIC(10), 46ZJ(2), 46ZK(4), 46ZN(8), 49(4), (5) and (12), 51(13), 59, 65, 66(4), 70(13) and (14), 71(14), 72(4), 81A, 81P(10), 81R(3), 81S(9), 81SAA(7), 81SAB(10), 81SD(8), 81U(2) and (9), 81W(8), 81ZA(3), 81ZB(2), 81ZC(2), 81ZD(3), 81ZE(11) and (12), 81ZF(13), 81ZG(4), 81ZGA(2), 81ZGC(7), 81ZGD(10), 81ZJ(10), 81ZL(2), 81ZN(8), 103, 105, 107(3) and (4), 123D(3) and (4), 123F(11), 46ZI, 360 123K(7), 123O(8) and (9), 123W, 123X(9), 123Y(7), 123Z(7), 123ZA(5), 123ZC(2), 123ZV(8), 123ZW(5), 289(7), 290(4) and 295(6); or”.
Amendment of section 334 187.
Section 334(2) of the principal Act is amended — (a) by deleting sub‑paragraph (iv) of paragraph (a) of the definition of “misconduct” and substituting the following sub‑paragraph: “(iv) any business rules of an approved exchange, a licensed trade repository or an approved clearing house, or the listing approved of exchange;”; and rules an (b) by deleting the definition of “relevant person” and substituting the following definition: “ “relevant person” means — (a) an approved exchange; (b) a recognised market operator; (c) a licensed trade repository; (d) a licensed foreign trade repository; (e) an approved clearing house; (f) a recognised clearing house; (g) an approved holding company; (h) a holder of a capital markets services licence to carry on business in any regulated activity; (i) an exempt person; (j) an approved trustee mentioned in section 289; (k) an authorised benchmark administrator; 361 (l) an exempt benchmark administrator; (m) an authorised benchmark submitter; (n) an exempt benchmark submitter; (o) a designated benchmark submitter; or (p) any employee, officer, partner or representative person of mentioned in paragraphs (a) to (o).”.
any Amendment of section 338 188.

Section 338 of the principal Act is amended — (a) by deleting the words “securities, futures or derivatives industry” in subsection (1) and substituting the words “securities and derivatives to financial benchmarks”; and industry or (b) by deleting the words “, relating to securities or futures” in the section heading.

Amendment of section 339 189.

Section 339(2) of the principal Act is amended by inserting, immediately after “IV,” in paragraph (b), “VIAA,”.
Amendment of section 341 190.
Section 341 of the principal Act is amended — (a) by deleting the words “and the conduct of such solicitation” in subsection (2)(d) and substituting the words “, the conduct of such solicitation and the risk management of the business”; (b) by deleting the words “securities exchange, futures exchange,” in subsection (2)(f) and substituting the words “approved exchange,”; (c) by deleting the word “securities” in subsection (2)(la) and substituting the words “specified products”; 362 (d) by deleting the words “securities, futures contracts or leveraged foreign exchange trading” in subsection (2)(m) and substituting the words “capital markets products”; (e) by deleting the words “a securities exchange, futures exchange or recognised market operator” wherever they appear in subsection (2)(n) and substituting in each case the words “an approved exchange or a recognised market operator; (f) by deleting the words “fair and orderly market” in subsection (2)(n) and substituting the words “fair and orderly organised market”; (g) by deleting the word “securities” wherever it appears in subsection (2)(p) and substituting in each case the words “capital markets products”; (h) by deleting paragraph (q) of subsection (2) and substituting the following paragraph: “(q) the restriction prohibition of or securities‑based derivatives contracts that are admitted to the official list of an approved exchange;”; (i) by deleting the words “paragraphs (a)(iv) and (b)” in subsection (3A) and substituting the words “paragraphs (b) and (vii)”; (j) by deleting the words “paragraphs (a)(iii) and (b) of” in subsection (3C); and (k) by deleting the word “securities” in subsection (5) and substituting the words “specified products”.
Repeal of section 342 191.

Section 342 of the principal Act is repealed.

363 Amendment of First Schedule 192.
The First Schedule to the principal Act is amended — (a) by deleting paragraphs 1, 2 and 3 and substituting the following paragraphs: “Definition of organised market 1.—(1) In this Act, “organised market” means — (a) a place at which, or a facility (whether electronic or otherwise) by means of which, offers or invitations to exchange, sell or purchase derivatives contracts, securities or units in collective investment schemes, are regularly made on a centralised basis, being offers or invitations that are intended or may reasonably be expected to result, whether directly or indirectly, in the acceptance or making, respectively, of offers to exchange, sell or purchase derivatives contracts, securities or units in collective investment schemes (whether through that place or facility or otherwise); or (b) such other facility or class of facilities as the Authority may, by order, prescribe.
(2) Despite sub‑paragraph (1), “organised market” does not include a place or facility used by only one person — (a) to regularly make offers or invitations to sell, purchase or exchange derivatives contracts, securities or units in collective investment schemes; or (b) to regularly accept offers to sell, purchase or exchange derivatives contracts, securities or units in collective investment schemes.”; and (b) by deleting paragraph (a) of the definition of “clearing facility” in paragraph 4(1) and substituting the following paragraph: “(a) a facility for the clearing or settlement of transactions in derivatives contracts, securities or units in collective investment schemes; or”.
364 Amendment of Second Schedule 193.
The Second Schedule to the principal Act is amended — (a) by deleting Part I and substituting the following Part: “PART I TYPES OF REGULATED ACTIVITIES The following are regulated activities for the purposes of this Act: (a) dealing in capital markets products; (b) advising on corporate finance; (c) fund management; (d) real estate investment trust management; (e) product financing; (f) providing credit rating services; (g) providing custodial services.”; (b) by deleting the words “a securities exchange” in paragraph (a) of the definition of “advising on corporate finance” in Part II and substituting the words “an approved exchange”; (c) by deleting the word “securities” in paragraph (b)(i) and (ii) of the definition of “advising on corporate finance” in Part II and substituting in each case the words “specified products”; (d) by deleting the definition of “dealing in securities” in Part II and substituting the following definition: “ “dealing in capital markets products” means (whether as principal or agent) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into any agreement for or with a view to acquiring, disposing of, entering into, effecting, arranging, subscribing for, or underwriting any capital markets products;”; (e) by deleting the definition of “foreign exchange trading” in Part II; 365 (f) by inserting, immediately after the word “means” in the definition of “fund management” in Part II, the words “managing
 the property of, or operating, a collective investment scheme, or”; (g) by deleting the words “securities or futures contracts” in paragraph (a) of the definition of “fund management” in II and substituting the words “capital markets Part products”; (h) by deleting the words “foreign exchange trading or leveraged foreign exchange trading” in paragraph (b) of the definition of “fund management” in Part II and substituting the words “the entry into spot foreign exchange contracts”; (i) by deleting the
 definition of “leveraged foreign exchange trading” in Part II and substituting the following definition: “ “leveraged foreign exchange trading” means entering into a spot foreign exchange contract where one counterparty provides to the other counterparty or the counterparty’s agent money, securities, property or other collateral which represents only a part of the value of the spot foreign exchange contract;”; (j) by deleting the definition of “on a margin basis” in Part II; (k) by inserting, immediately before the definition of “providing credit rating services” in Part II, the following definition: “ “product financing” means providing any credit facility, advance or loan to facilitate (directly or indirectly) — (a) the subscription of specified products listed or to be listed on an organised market; (b) the purchase of specified products listed or to be 30 listed on an organised market; (c) the purchase of such specified products as the Authority may prescribe; or (d) where applicable, the continued holding of specified products mentioned in paragraph (a), (b) or (c), 35 366 whether or not the specified products are pledged as security for the credit facility, advance or loan, but does not include the provision of — (i) any credit facility, advance or loan that forms to underwrite or part of an arrangement sub‑underwrite specified products; (ii) any credit facility, advance or loan to — (A) a holder of a capital markets services capital markets in licence products in respect of specified products; deal to (B) a holder of capital markets services licence for product financing; or (C) a financial institution, for the purposes of facilitating the acquisition or holding of specified products; (iii) any credit facility, advance or loan by a company to its directors or employees to facilitate the its own specified acquisition or holding of products; (iv) any credit facility, advance or loan by a member of a group of companies to another member of the
 group to facilitate the acquisition or holding of specified products by that other member; or facility, advance or loan by an (v) any credit to a company in which he holds individual 10% or more of its issued share capital to facilitate the acquisition or holding of specified products;”; (l) by deleting the definition of “providing custodial services for securities” in Part II and substituting the following definition: “ “providing custodial services” means, in relation to specified products, providing or agreeing to provide any service where the person providing the service has, under an customer), arrangement with another person (the possession or control of the specified products of the customer and carries out one or more of the following functions for the customer: 367 (a) settlement of transactions relating to the specified products; (b) collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of the specified products; (c) paying tax or other costs associated with the specified products; (d) exercising rights, including without limitation voting rights, attached to or derived from the specified products; 5 10 (e) any other function necessary or incidental to the safeguarding or administration of the specified products, but does not include — (i) the activities of a corporation that is a Depository 15 as defined in section 81SF; (ii) the provision of services to a related corporation or connected person, so long as none of the specified products in respect of which such services are provided is — (A) held on trust for another person by the related corporation or connected person; (B) held as a result of any custodial services provided by the related corporation or connected person to another person; or (C) beneficially owned by any person other than the related corporation or connected person; (iii) the provision of corporation that are solely incidental business of the nominee corporation; and
 services by a nominee to the (iv) any other conduct the Authority may, by order, prescribe;”; (m) by deleting paragraph (c) of the definition of “rating target” in Part II and substituting the following paragraph: “(c) capital markets products;”; 20 25 30 35 368 (n) by deleting the definition of “real estate investment trust management” in Part II and substituting the following definition: “ “real estate investment trust management” means managing the property of, or operating, a real estate investment trust;”; (o) by deleting the definition of “securities financing” in Part II and substituting the following definition: “ “spot foreign exchange contract” means a spot contract of which the underlying thing is a currency.”; and (p) by deleting the definition of “trading in futures contracts” in Part II.
5 10 Repeal and re-enactment of Fourth Schedule 194.

The Fourth Schedule to the principal Act is repealed and the 15 following Schedule substituted therefor: “FOURTH SCHEDULE SPECIFIED PROVISIONS Section 320(1A) 1.

Section 7(7) 20 2.

Section 27(11) 3.

Section 28(12) 4.

Section 46AAG(2) 5.

Section 46U(11) 6.

Section 46V(12) 25 7.

Section 46ZL(2) 8.

Section 49(7) 9.

Section 57(3) 10.

Section 70(11) 11.

Section 71(12) 30 12.

Section 75(3) 13.

Section 81SB(2) 369 14.

Section 81U(4) 15.


Section 81ZE(10) 16.

Section 81ZF(12) 17.

Section 81ZI 18.

Section 99(1)(h) 19.

Section 99B(2) 20.

Section 99I(1) 21.

Section 123K(1)(b) 22.

Section 123N(1) 23.

Section 123ZH(4) 24.

Section 129A(2) 25.

Section 129H(2) 26.

Section 129O(2) 27.

Section 247(1) 28.

Section 248(2) and (5) 29.

Section 249(3) 30.

Section 251(14) 31.

Section 259(3) 32.

Section 262(2) 33.

Section 300(9) 34.

Section 302 (when applying section 247(1) or 249(3)) 35.
Section 306(1) 36.

Section 309(3)(a) 37.

Section 309B(5) 38.

Section 337(3).”.

Related amendment to Banking Act 195.

Section 54(1) of the Banking Act (Cap.

19, 2008 Ed.)

is amended by inserting, immediately after the words “section 101A” in paragraph (v), the words “or 123ZZC”.

5 10 15 20 25 370 Consequential and related amendments to Business Trusts Act 196.

The Business Trusts Act (Cap.

31A, 2005 Ed.)


is amended — (a) by inserting, immediately after the definition of “advocate and solicitor” in section 2, the following definition: “ “approved exchange” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap.
289);”; (b) by deleting the words “a securities exchange” in the following sections and substituting in each case the words “an approved exchange”: Sections 2 (paragraph (a)(v)(B) of the definition of “business trust”), 13(13) and (18)(a), 76(1)(a), 79(9) and 101(1)(a), (b) and (i); (c) by deleting the words “section 239(1)” in the definition of “debenture” in section 2 and substituting the words “section 2(1)”; (d) by deleting the definition of “securities exchange” in section 2; (e) by deleting the words “the securities exchange” wherever they appear in the following sections and substituting in each case the words “the approved exchange”: Sections 13(13), 79(1) and 101(1)(b); (f) by deleting the definition of “real estate investment trust” in section 40A(14) and substituting the following definition: trust” has the same meaning as in section 2(1) of the Securities and Futures Act.”; and “ “real estate investment (g) by deleting paragraph (a) of section 51(2) and substituting the following paragraph: “(a) are no longer held by any person other than — (i) a person who acquired units or derivatives of units in the business 371 trust pursuant to an offer made in reliance on an exemption under section 274 of the Securities and Futures Act; (ii) a person who acquired the units or derivatives of units in the business trust pursuant to an offer mentioned in section 275(1A) of that Act; or (iii) a relevant person as defined under section 275(2) of that Act; or”.
Related amendments to Commodity Trading Act 197.

The Commodity Trading Act amended — (Cap.

48A, 2009 Ed.)
is (a) by inserting, immediately after subsection (1) of section 4, the following subsection: 5 10 15 “(1A) As from the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, subsection (1) ceases to apply in relation to any commodity market — (a) that is established on or after that date; or 20 (b) that was approved under subsection (1) before that date, to the extent that it relates to commodity forward contracts.”; (b) by inserting, immediately after subsection (1) of section 8, the following subsection: 25 “(1A) As from the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, subsection (1) ceases to apply in relation to any clearing house — (a) that is established on or after that date; or 30 (b) that was approved under subsection (1) before that date, to the extent that it relates to commodity forward contracts.”; 372 (c) by inserting, immediately after subsection (1) of section 12, the following subsection: “(1A) As from the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, subsection (1) ceases to apply to any person who commences business as a commodity broker on or after that date.”; (d) by inserting, immediately after subsection (1) of section 13, the following subsection: “(1A) As from the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, subsection (1) ceases to apply to any person who — (a) in relation to subsection (1)(a), is a commodity broker’s representative
 of a commodity in section 12(1A) who does not hold a transitional licence; mentioned broker (b) in relation to subsection (1)(b), commences business as a commodity trading adviser on or after that date; (c) in relation to subsection (1)(c), is a adviser’s trading commodity representative of a commodity trading adviser mentioned in paragraph (b) who does not hold a transitional licence; (d) in relation to subsection (1)(d), commences business as a commodity pool operator on or after that date; or (e) in
 relation to subsection (1)(e), is a commodity pool operator’s representative of a commodity pool operator mentioned in paragraph (d) who does not hold a transitional licence.”; 373 (e) by inserting, immediately after subsection (3) of section 13, the following subsection: “(4) In this section, “transitional licence” has the same meaning as in section 66.”; and (f) by inserting, immediately after section 65, the following 5 section: “Transitional approvals and licences 66.—(1) A transitional approval or transitional licence is valid for 2 years after the appointed date despite any period of validity determined by the Board under section 5, 9 or 14 for the transitional approval or transitional licence (as the case may be) unless — (a) the transitional approval or transitional licence (as the case may be) is earlier terminated in accordance with this Act; or earlier (b) the holder of the transitional approval or licence is earlier granted or transitional refused, or an exempt approval or licence under the Securities and Futures Act (Cap.
289) for the same activity that the person was authorised to do as holder of the transitional approval or transitional licence (as the case may be).
from, (2) In this section — “appointed date” means of commencement of section 8 of the Securities and Futures (Amendment) Act 2016; date the “transitional approval” means an approval granted to a commodity market under section 5 or a clearing house under section 9 (as the case may be) before the appointed date and subsisting on the appointed date; “transitional licence” means any of the following licences: 10 15 20 25 30 374 (a) a licence which is issued before the any matter appointed mentioned or 12(1) 13(1)(b) or (d) and is subsisting on the appointed date; for section date in date (b) a licence which is issued before the appointed any matter mentioned in section 13(1)(a), (c) or (e) and is subsisting on the appointed date; for (c) a licence which is issued on or after the appointed date for any matter mentioned in section 13(1)(a), (c) or (e) in relation to a person who holds a licence mentioned in paragraph (a).”.
Consequential amendments to Commodity Trading Act 198.

The Commodity Trading Act amended — (Cap.

48A, 2009 Ed.)

is (a) by repealing sections 2 and 3 and substituting the following section: “Interpretation 2.—(1) In this Act, unless the context otherwise requires — “auditor” means a public accountant within the meaning of the Companies Act (Cap.

50); “Board” means the International Enterprise Singapore Board established by section 3 of the International Enterprise Singapore Board Act (Cap.
143B); “corporation” has the same meaning as in section 4(1) of the Companies Act; “customer” means a person on whose account a spot commodity broker or spot commodity 375 pool operator carries on trading in connection with spot commodity trading; “derivatives contract” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap.
289); “director” has same meaning as the section 4(1) of the Companies Act; in “officer” has the meaning as in section 4(1) of the Companies Act; “spot commodity broker” means a person who (whether as principal or agent) carries on the business of soliciting or accepting orders for the purchase or sale of any commodity by way of spot commodity trading, whether or not the business is part of, or is carried on in conjunction with, any other business; “spot commodity broker’s representative” means a person who — (a) acts for, or has an arrangement with, a spot commodity broker; and (b) performs any of the functions of that spot commodity broker in connection with spot commodity trading, whether his remuneration is by way of commission or otherwise, but does not include a person who is a director of a corporation holding a spot commodity broker’s licence or a person who is in the direct employment of a spot commodity broker; “spot commodity pool operator” means any person who — (a) carries on a business in the nature of a collective investment scheme within 376 the meaning of section 2(1) of the Securities and Futures Act; and (b) in connection with the business mentioned in paragraph (a), accepts or receives from other persons funds, security or property, either directly or through capital contributions, the sale of shares or other forms of security or otherwise for the purpose of spot commodity trading; “spot commodity pool operator’s representative” means a person who — (a) is in the direct employment of, acts for, or has an arrangement with, a spot commodity pool operator; and (b) performs for that spot commodity pool operator any of the functions of a spot commodity pool operator; “spot commodity trading” means the purchase or sale of a commodity at its current market or spot price, where it is intended that such transaction results in the physical delivery of the commodity.
(2) In this Act, “commodity” means — (a) any produce, item, goods or article that is the subject of any spot commodity trading; (b) an index, a right or an interest in anything mentioned in paragraph (a); and (c) any index, right, interest, tangible property or intangible property of any other nature prescribed under subsection (3).
(3) The Board may, by regulations made under section 63, prescribe any other index, right, interest, 377 tangible property or intangible property of any nature to be a commodity.”; (b) by repealing Parts II, IV, V and VII; (c) by repealing sections 12 and 13; (d) by deleting the words “or provided in such business rules of a commodity market as have been approved by the Board” in section 15(3); (e) by deleting paragraph (d) of section 18(2); (f) by deleting the words “the trading in commodity contracts” in section 20(2)(a) and substituting the words “spot commodity trading”; (g) by repealing sections 34 to 38 and 41; (h) by deleting subsection (1) of section 42 and substituting the following subsection: is contravening any of “(1) Where it appears to the Board that any person the has contravened or provisions of this Act or any regulations made under this Act, the Board may, after giving the person an the person to opportunity of being heard, direct comply with that provision or to stop contravening that provision, and that person must comply with the direction.”; (i) by deleting the words “A clearing house or any” in section 42(2) and substituting the word “Any”; (j) by deleting the words “A commodity market, a clearing house or any” in section 42(3) and substituting the word “Any”; (k) by repealing sections 51, 52 and 53; (l) by deleting the words “, a commodity market, a clearing house” in section 54; (m) by deleting paragraphs (a) and (c) of section 54; 378
section 54; 378 (n) by deleting the words “No suit or other legal proceedings shall lie against the Board or any officer or employee of the Board or any person (including a commodity market or a clearing house)” in section 55 and substituting the words “No liability shall lie against the Board or any officer or employee of the Board or any person”; (o) by deleting subsections (1) and (2) of section 57 and substituting the following subsection: “(1) A person who is not a spot commodity broker or spot commodity pool
 operator must not — (a) take or use the title or description “spot commodity broker” or “spot commodity pool operator”; or (b) take or use, or have attached to or exhibited at any place, any title or description that resembles any of the titles or descriptions specified in paragraph (a) or so closely resembles any such title or description as to be calculated to deceive.”; (p) by repealing section 58 and substituting the following section: “Proceedings by whom and when to be taken and power to compound offences 58.—(1) Proceedings for an offence against any provision of this Act may be taken by the Board or, with the consent of the Public Prosecutor, by any other person.
this Act (2) The Board may, in its discretion, compound any is prescribed as a offence under compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding the lower of the following: that (a) one half of the amount of the maximum fine that is prescribed for the offence; 379 (b) $5,000.

(3) On payment of such sum of money, no further proceedings are to be taken against that person in respect of the offence.
(4) The Board may make regulations under section 63 to prescribe the offences which may be compounded, including offences under the provisions of this Act which have been repealed.

(5) All sums collected under this section are to be paid into the Consolidated Fund.

(6) The members, officers and employees of the in relation to their administration, Board are, collection of and enforcement composition sums under this section, deemed to be public officers for the purposes of the Financial Procedure Act (Cap.
109), and section 20 of that Act applies to these persons even though they are not or were not in the employment of the Government.”; payment of (q) by deleting paragraphs (a) to (e) of section 63(2); (r) by deleting subsection (4) of section 63; and (s) by repealing sections 65 and 66.

Consequential and related amendments to Companies Act 199.

The Companies Act (Cap.

50, 2006 Ed.)


is amended — (a) by inserting, immediately after the definition of “annual return” in section 4(1), the following definition: “ “approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act (Cap.
289);”; (b) by deleting the definition of “securities exchange in Singapore” in section 4(1); 380 (c) by deleting the words “a securities exchange” wherever they appear in the following sections and substituting in each case the words “an approved exchange”: Sections 4(1) (definition of “listed”), 63A(2), 76(8)(m), 76C(1), 76DA(1), 184A(9), 205AA(4) (definition of “public interest company”) and 244(5) and (6); (d) by deleting the words “section 44, 46Z, 81P, 81ZJ, 97” in section 145(6)(b) and substituting the words “section 43, 46Z, 81P, 81ZJ, 97, 123Y, 123ZU”; and (e) by deleting the words “for securities” in section 181(6)(b).
Consequential and related amendments to Criminal Law (Temporary Provisions) Act 200.

Part I of the First Schedule to the Criminal Law (Temporary Provisions) Act (Cap.

67, 2000 Ed.)
is amended — (a) by deleting the words “securities and futures contracts” in item 1 and substituting the words “capital markets products”; (b) by deleting the words “securities and futures contracts” in item 5 and substituting the words “capital markets products”; (c) by deleting the words “securities, trading in futures contracts and leveraged foreign exchange trading” in item 21 and substituting the words “capital markets products”; and (d) by deleting paragraph (a) of item 28 and substituting the following paragraph: “(a) an approved exchange, an approved clearing house or as defined in the Securities and Futures Act an approved holding company, section 2(1) of (Cap.
289);”.

5 10 15 20 25 30 381 Consequential and related amendments to Finance Companies Act 201.

The Finance Companies Act amended — (Cap.

108, 2011 Ed.)

is (a) by inserting, immediately after the definition of “chief executive” in section 2, the following definition: “ “collective investment scheme” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap.
289);”; (b) by inserting, immediately after the definition of “published reserves” in section 2, the following definitions: the “ “securities” has same meaning as in section 2(1) of the Securities and Futures Act; “securities-based derivatives contract” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (c) by deleting the full‑stop at the end of the definition of “share” in section 2 and substituting a semi‑colon, and by inserting immediately thereafter the following definition: “ “unit” has the same meaning as in section 2(1) of the Securities and Futures Act.”; (d) by deleting paragraph (c) of section 23(1) and substituting the following paragraph: “(c) acquire securities, contracts securities‑based a derivatives collective investment scheme which are denominated in any foreign currency;”; exchange” “securities the words units or in (e) by deleting in section 23(5)(c) and substituting the words “approved exchange”; (f) by inserting, immediately after the word “securities” in section 23(6)(a), the words “, securities‑based derivatives contracts or units in a collective investment scheme,”; and 382 (g) by inserting, immediately after the words “section 101A” in section 47(1)(e), the words “or 123ZZC”.
Consequential and related amendments to Financial Advisers Act 5 202.

The Financial Advisers Act amended — (Cap.

110, 2007 Ed.)

is (a) by inserting, immediately after the definition of “appointed representative” in section 2(1), the following definition: 10 15 20 25 30 “ “approved exchange” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap.
289);”; (b) by inserting, immediately after the definition of “book” in section 2(1), the following definition: “ “capital markets products” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (c) by deleting the definition of “dealing in securities” in section 2(1) and substituting the following definition: “ “dealing in capital markets products” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (d) by deleting the word “securities” wherever it appears in the definition of “financial journalist” in section 2(1) and substituting in each case the words “specified products”; (e) by deleting the definition of “futures contract” in section 2(1) and substituting the following definition: “ “futures contract” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (f) by deleting the definitions of exchange”, “securities exchange” and “trading in futures contracts” in section 2(1); “futures 383 (g) by deleting paragraph (a) of the definition of “investment product” in section 2(1) and substituting the following paragraphs: “(a) any capital markets products; (aa) spot foreign exchange contracts other than leveraged foreign the purposes of for exchange trading;”; (h) by inserting, immediately after the definition of “officer” in section 2(1), the following definition: “ “organised market” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (i) by inserting, immediately after the definition of “securities” in section 2(1),
 the following definition: “ “securities-based derivatives contract” has the the same meaning as in section 2(1) of Securities and Futures Act;”; (j) by inserting, immediately after the definition of “share” in section 2(1), the following definitions: “ “specified products” means securities, specified securities‑based derivatives contracts or units in a collective investment scheme; “specified securities-based derivatives contract” and “spot foreign exchange contract” have the the same meanings as in section
 2(1) of Securities and Futures Act;”; (k) by inserting, immediately after the definition of “unit” in section 2(1), the following definition: “ “unit in a collective investment scheme” or “units in a collective investment scheme” has the same meaning as “unit” in section 2(1) of the Securities and Futures Act;”; 384 (l) by deleting the words “dealing in securities, trading in futures contracts or leveraged foreign exchange trading,” in section 3(3)(b) and substituting the words “dealing in capital markets products,”; (m) by deleting the word “securities” wherever it appears in section 4(1), (2) and (3) and section heading and substituting in each case the words “specified products”; (n) by deleting the word “security” wherever it appears in section 4(4), (5), (6)(b) and (c), (7), (8), (9), (10)(a), (b) (where it first appears), (c) and (e) and (11) and substituting in each case the words “specified product”; (o) by deleting the words “a securities exchange, a futures exchange” in section 23(1)(ea) and substituting the words “an approved exchange”; (p) by deleting the words “a securities market, a futures market” in section 23(1)(ea) and substituting the words “an organised market”; (q) by deleting the heading to Division 3 in Part III and substituting the following heading: “Division 3 — Specified Products”; (r) by deleting the word “securities” wherever it appears in the following sections and substituting in each case the words “specified products”:
 Sections 35 and 36(1), (2)(a) and (b), (3)(a) and (b) and (7); (s) by deleting the word “securities” in the section heading of section 36 and substituting the words “specified products”; (t) by deleting the definition of “relevant day” in section 77 and substituting the following definition: “ “relevant day” means — (a) 6 March 2000, in relation to any financial advisory service in respect of securities or futures contracts as 385 in force defined in section 2(1) the date of immediately
 before commencement of section 202 of the Securities and Futures (Amendment) Act 2016; (b) 1 October 2002, in relation to any financial advisory service in respect of investment products as defined in section 2(1) in force immediately before the date of commencement of the Securities and section 202 of 2016 Futures futures (other contracts in paragraph (a)); or than securities or mentioned (Amendment) Act (c) the of commencement of date section 202 of the Securities and Futures (Amendment) Act 2016, in relation financial any advisory service;”; other to (u) by deleting the word “securities” in section 99(2)(d) and substituting the words “specified products”; (v) by deleting the word “securities” in section 104(2)(l) and substituting the words “specified products”; (w) by deleting the word “securities” in section 104(2)(m) and (6) and substituting in each case the words “specified products”; (x) by repealing section 104A; and (y) by deleting the word “securities” in paragraph 5(b) of the First Schedule and substituting the words “capital markets products”.
386 Related amendment to Financial Holding Companies Act 2013 203.

Section 62(1) of the Financial Holding Companies Act 2013 (Act 13 of 2013) is amended by inserting, immediately after the words “section 101A” in paragraph (e), the words “or 123ZZC”.

5 Consequential and related amendments to Income Tax Act 204.

The Income Tax Act (Cap.

134, 2014 Ed.)


is amended — (a) by deleting sub‑paragraph (vi) of section 10(20A)(c) and substituting the following sub‑paragraphs: 10 15 20 25 30 “(vi) a holder of a capital markets services licence licensed to carry on business in the following regulated activities under the Securities and Futures Act in force immediately (Cap.
289) before the date of commencement of section 204 of the Securities and Futures (Amendment) Act 2016, or a company exempted under that Act from holding such a licence: (A) dealing in securities (other than any person licensed under the Financial Act (Cap.
110)); Advisers (B) fund management; (C) securities financing; (D) providing custodial services for securities, where the fees and compensatory payments are derived before the date of section 204 of the Securities and Futures (Amendment) Act 2016; commencement of (via) a holder of a capital markets services licence licensed to carry on business 387 in the following regulated activities under the Securities and Futures Act on or after the date of commencement of section 204 of the Securities and Futures (Amendment) Act 2016, or a company exempted under that Act from holding such a licence: in capital markets (A) dealing any than (other products person the under licensed Financial Advisers Act); (B) fund management; (C) product financing; or (D) providing custodial services, where the fees and compensatory payments are derived on or after the date of commencement of section 204 of Futures Securities (Amendment) Act 2016;”; and and the (b) by deleting the word “securities” in section 45I(2)(c)(i) and (3)(a) and substituting in each case the words “capital markets products”.
Related amendment to Insurance Act 205.

Section 31A(1) of the Insurance Act (Cap.

142, 2002 Ed.)

is amended by inserting, immediately after the words “section 101A” in paragraph (v), the words “or 123ZZC”.

Consequential and related amendments to Monetary Authority of Singapore Act 206.

The Monetary Authority of Singapore Act 1999 Ed.)

is amended — (Cap.
is amended — (Cap.

186, (a) by deleting the definition of “financial instrument” in section 2; 388 (b) by deleting the words “securities exchange, futures exchange” in section 27A(6)(h) and substituting the words “approved exchange”; and (c) by inserting, immediately after the words “section 101A” in section 30AAI(1)(v), the words “or 123ZZC”.

Related amendment to Money-changing and Remittance Businesses Act 207.

Section 12A(1) of the Money-changing and Remittance Businesses Act (Cap.
187, 2008 Ed.)

is amended by inserting, immediately after the words “section 101A” in paragraph (e), the words “or 123ZZC”.

Related amendment to Moneylenders Act 208.

Section 2 of the Moneylenders Act (Cap.

188, 2010 Ed.)

is amended by deleting the definition of “real estate investment trust” and substituting the following definition: “ “real estate investment trust” has the same meaning as in and Futures Act the Securities section 2(1) of (Cap.

289);”.
289);”.

Related amendment to Payment Systems (Oversight) Act 209.

Section 22(1) of the Payment Systems (Oversight) Act (Cap.

222A, 2007 Ed.)

is amended by inserting, immediately after the words “section 101A” in paragraph (e), the words “or 123ZZC”.

5 10 15 20 Consequential amendment to Securities and Futures (Amendment) Act 2009 25 210.

Section 84 of the Securities and Futures (Amendment) Act 2009 (Act 2 of 2009) is amended by deleting paragraph (c).
Consequential and related amendments to Trust Companies Act 211.

The Trust Companies Act (Cap.

336, 2006 Ed.)

is amended — (a) by inserting, immediately after the definition of “book” in 30 section 2, the following definition: 389 “ “capital markets products” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap.
289);”; (b) by inserting, immediately after the definition of “chief executive” in section 2, the following definition: “ “collective investment scheme” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (c) by inserting, immediately after the definition of “securities” in section 2, the following definition: “ “specified securities-based derivatives contract” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (d) by inserting, immediately after the definition of “trust business service” in section 2, the following definition: “ “unit” has the same meaning as in section 2(1) of the Securities and Futures Act;”; (e) by deleting the words “for securities” wherever they appear in section 15(1)(c); (f) by deleting the words “sale of securities or futures contracts” in section 27(1) and substituting the words “sale of any capital markets products”; (g) by deleting the words “sell securities or futures contracts” in section 27(1) and substituting the words “sell the capital markets products”; and (h) by deleting the words “and securities” wherever they appear in section 59(1) and substituting in each case the words “, securities, specified securities‑based derivatives contracts and units in a collective investment scheme”.
Saving and transitional provisions 212.—(1) Section 232(2) and (3) of the principal Act as in force immediately before the date of commencement of section 108 of the Securities and Futures (Amendment) Act 2016 continues to apply in 390 respect of any contravention of any provision of Part XII of the principal Act that occurred before that date as if section 108 of this Act had not been enacted.
(2) Section 236B(4) and (5) of the principal Act as in force immediately before the date of commencement of section 110 of the Securities and Futures (Amendment) Act 2016 continues to apply in respect of any contravention of any provision of Part XII of the principal Act that occurred before that date as if section 110 of this Act had not been enacted.
(3) Section 236C(3) and (4) of the principal Act as in force immediately before the date of commencement of section 111 of the Securities and Futures (Amendment) Act 2016 continues to apply in respect of any contravention of any provision of Part XII of the principal Act that occurred before that date as if section 111 of this Act had not been enacted.
(4) Section 236E(4) and (5) of the principal Act as in force immediately before the date of commencement of section 113 of the Securities and Futures (Amendment) Act 2016 continues to apply in respect of any contravention of any provision of Part XII of the principal Act that occurred before that date as if section 113 of this Act had not been enacted.
(5) Section 236F(3) and (4) of the principal Act as in force immediately before the date of commencement of section 114 of the Securities and Futures (Amendment) Act 2016 continues to apply in respect of any contravention of any provision of Part XII of the principal Act that occurred before that date as if section 114 of this Act had not been enacted.
(6) Section 236H(2) and (3) of the principal Act as in force immediately before the date of commencement of section 116 of the Securities and Futures (Amendment) Act 2016 continues to apply in respect of any contravention of any provision of Part XII of the principal Act that occurred before that date as if section 116 of this Act had not been enacted.
(7) For a period of 2 years after the date of commencement of any provision of this Act, the Minister may, by regulations, prescribe such additional provisions of a saving or transitional nature consequent on 391 the enactment of that provision as the Minister may consider necessary or expedient.

EXPLANATORY STATEMENT This Bill seeks to amend the Securities and Futures Act (Cap.
289) — (a) to amend the definitions of certain terms used in the Act to re‑organise how products in the securities and derivatives industry are regulated, in particular — (i) to amend the definition of “securities” to cover shares, units in business trusts and instruments conferring or representing ownership interests in corporations, partnerships and limited liability partnerships, and debentures, and to exclude secondary in rights, options and interests derived from interests corporations, bodies unincorporate and business trusts; (ii) to amend the definition of “derivatives contract” to cover contracts or arrangements where the value is determined by reference to, is derived from, or varies by reference to certain thereby subsuming secondary rights, options and things, in corporations, bodies interests derived from interests unincorporate and business (which are currently regulated as “securities”), contracts for future delivery of things (which are currently regulated as “forward contracts”), and contracts for future delivery of commodities on certain markets (which are currently regulated as “futures contracts”); (iii) to introduce a definition of “securities‑based derivatives contract” to mean any derivatives contract of which the underlying thing or any of the underlying things is a security or a securities index; trusts (iv) to introduce a definition of “specified securities‑based derivatives contracts” to specifically mean those secondary rights, options and interests that are currently regulated as “securities” (under the existing definition) but which will be excluded from the new definition of “securities”; (v) to introduce a definition of “exchange‑traded derivatives contract” to cover derivatives contracts that are traded on an exchange using a form and standard stipulated by the exchange and in accordance with the rules of the exchange, as opposed to being negotiated between 2 parties (“over‑the‑counter”); 392 (vi) to amend the definition of “futures contract” to cover a subset of exchange‑traded
 derivatives contracts that are contracts for future delivery of underlying things or future settlement of the difference in the value of underlying things; (vii) to delete the definition of “forward contract”; (viii) to amend the definition of “capital markets products” as a the definitions of the re‑organisation of consequence of products regulated under the Act; (ix) to amend the definition of “commodity” to cover any produce, item, goods or article and any index, right or interest therein; and (x) to empower the Monetary Authority of Singapore (the Authority) to expand or restrict, by regulations, the scope of certain definitions used in the Act; (b) to expand the scope of regulation of dealing in securities to dealing in capital markets products, which term covers dealing in, apart from securities, units in a collective investment scheme, derivatives contracts and spot foreign exchange contracts for the purposes of leveraged foreign exchange trading; (c) to provide that certain provisions of the Act relating to the regulation of securities extend to the regulation of “securities‑based derivatives contracts” or “units in a collective investment scheme”, or to both; (d) to widen the definition of “collective investment scheme”; (e) to modify the regulatory framework for approval of approved in to only allow foreign corporations to apply to be to be approved as an exchanges and recognition of particular, recognised as a market operator and not approved exchange; recognised market operators, (f) to require derivatives contracts prescribed by the Authority to be traded on organised markets operated by approved exchanges or recognised market operators; (g) to introduce a legislative framework for the regulation of financial benchmarks; (h) to introduce a legislative framework for the reporting and disclosure of short sell positions and short sell orders; (i) to provide that the reporting and disclosure of certain information to a licensed trade repository, a licensed
 foreign trade repository or to the 393 Authority on certain derivatives contracts is not to be treated as being in breach of any law; (j) to impose new duties on the managers of real estate investment trusts and the directors of these managers, including requirements to act in the best interests of participants of real estate investment trusts and to prioritise the interests of participants of real estate investment trusts over the interests of the managers of real estate investment trusts and the interests of the shareholders of these managers; (k) to amend the prohibitions in the Act against false or misleading statements and insider trading; (l) to amend the civil remedies available under the Act for market misconduct; (m) to amend the supervisory and investigative powers of the Authority under the Act; and (n) to make miscellaneous changes for greater clarity or consistency, or for the better administration of the Act.
The Bill also makes consequential and related amendments to certain other Acts.

Clause 1 relates to the short title and commencement.

Clause 2 amends the long title to extend the scope of the Act to cover the regulation of activities and institutions in relation to financial benchmarks.

The clause also amends the long title to refer to the regulation of activities and institutions in the securities and derivatives industry.
Activities and institutions in the futures industry continue to be regulated under the Act but are considered part of the derivatives industry.

Clause 3 amends various definitions in section 2(1).

Clause 3(a) and (b) inserts new definitions for the terms “administering a designated benchmark”, “administering a financial benchmark”, “authorised benchmark administrator” and “authorised benchmark submitter”, which are terms used in the new Part VIAA, inserted by clause 48.
Clause 3(c), (d) and (e) amends the definition of “business rules”, which is a term used in the regulatory framework for approved exchanges and recognised market operators.

All references to a securities exchange, a futures exchange, an overseas securities exchange and an overseas futures exchange are deleted.
Clause 3(f) amends the definition of “capital markets products” by deleting the reference to futures contracts and replacing it with a reference to “derivatives contracts”, which includes, but is wider than, futures contracts.

A reference to a unit in a collective investment scheme is included because a unit in a collective investment scheme will no longer fall within the definition of securities, inserted by 394 clause 3(zj).
The references to contracts or arrangements for the purposes of foreign exchange trading, and contracts or arrangements for the purposes of leveraged foreign exchange trading, are replaced with a reference to spot foreign exchange contracts for the purposes of leveraged foreign exchange trading.

The term “capital markets products” is a general term for products regulated under the Act.
Clause 3(g) amends the definition of “chief executive officer” to include references to authorised benchmark administrators, authorised benchmark submitters and designated benchmark submitters, which are terms used in the new Part VIAA, inserted by clause 48.

Clause 3(h) and (i) amends the definition of “closed‑end fund” to replace the reference to a securities exchange with a reference to an approved exchange.
The definition is also amended to exclude an existing category of arrangements from the definition of “closed‑end fund”, which is currently excluded by regulations.

the definition of “collective Arrangements mentioned in paragraph (a) of investment scheme” that have certain characteristics will not fall within the definition of “closed‑end fund”.
Clause 3(j) amends the definition of “collective investment scheme” — (a) to include arrangements which have either or both of the following characteristics: (i) the management of the property as a whole by or on behalf of a manager; (ii) the pooling of contributions of participants and the profits or income out of which payments are to be made to them, whereas currently both of these characteristics must be present; and (b) to clarify that certain factors do not affect the determination of whether the definition of an arrangement satisfies paragraph (a)(iii) of “collective investment scheme”.
Clause 3(k) amends the definition of “collective investment scheme” to exclude certain arrangements from the definition of “collective investment scheme”.
Clause 3(l) replaces the definition of “commodity” with a new definition that includes any produce, item, goods or article, any index, right or interest in any produce, item, goods or article, and any index, right, interest, tangible property or intangible property of any nature that is prescribed, but does not include any produce, item, goods or article, or any index, right or interest in any produce, item, goods or article, that is prescribed as not being a commodity.
All tangible properties may be a commodity, including, but not limited to, natural resources such as minerals, gold, oil and agricultural produce.
Clause 3(m) amends the definition of “customer”, in relation to a holder of a capital markets services licence for the purposes of Part V, such that a customer is a 395 person on whose behalf the holder carries on or will carry on any regulated activity or any other person with whom the holder, as principal, enters into or will enter into transactions for the sale or purchase of capital markets products.
Clause 3(n) amends the definition of “customer” by including a person on whose behalf a member of a recognised market operator carries on any regulated activity under the Act.

Clause 3(o) replaces the definition of “dealing in securities” with a definition of “dealing in capital markets products”, which is set out in the Second Schedule substituted by clause 193.
Clause 3(p) replaces the definition of “debenture” with a new definition — (a) to include debentures that are proposed to be issued by a corporation or any other entity; (b) to include debentures issued by or proposed to be issued by a trustee‑manager of a business trust in its capacity as trustee‑manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust; (c) to include products prescribed by the Authority; and (d) to remove the existing exception for Part XIII, such that the definition of “debenture” will apply to Part XIII.
Clause 3(q) replaces the definition of “derivatives contract” with a new definition that includes any contract or arrangement that has certain characteristics or that is prescribed to be a derivatives contract.

The definition excludes securities (as redefined by clause 3(zj)), units in a collective investment scheme (as redefined by clause 3(j) and (k)), spot contracts (as inserted by clause 3(zl)), deposits as defined in section 4B of the Banking Act (Cap.
19), deposits as defined in section 2 of the Finance Companies Act (Cap.

108), contracts of insurance in relation to any class of insurance business specified in section 2 of the Insurance Act (Cap.

142) and contracts and arrangements prescribed not to be derivatives contracts.

Clause 3(q) also inserts new definitions for the terms “designated benchmark” and “designated benchmark submitter”, which are terms used in the new Part VIAA, inserted by clause 48.
Clause 3(r) removes the definition “exempt market operator”, which will no longer be used.

The clause amends the definition of “executive officer” to include references to authorised benchmark administrators, authorised benchmark submitters and designated benchmark submitters.

The clause also inserts the new definition of “exchange‑traded derivatives contract”, a term that covers derivatives contracts that are executed on an organised market and whose terms are of the same form and standard.
The clause inserts the new definitions of “exempt 396 benchmark administrator” and “exempt benchmark submitter”, both terms which are used in the new Part VIAA, inserted by clause 48.

Clause 3(s) inserts a new definition of “financial benchmark”, a term used in the new Part VIAA, inserted by clause 48.

Clause 3(t) amends the definition of “financial instrument” by substituting references to “share, share index, stock, stock index, debenture, bond index” with references to “securities, securities index”.
Clause 3(u) deletes the definitions of “foreign exchange trading” and “forward contract”, both of which are terms that are no longer used.
Clause 3(v) replaces the definition of “futures contract” with a new definition that means an exchange‑traded derivatives contract under which one party agrees to transfer title to an underlying thing to another party at a specified future time and at a specified price, or under which the parties will discharge their obligations by settling the difference between the value of a specified quantity of an underlying thing agreed at the time the contract is made and at a specified future time, or an exchange‑traded derivatives contract that is an option on the firstmentioned exchange‑traded derivatives contract.
Clause 3(w) deletes the definitions of “futures exchange”, “futures market” and “futures option transaction”, which are terms that are no longer used.
Clause 3(x) replaces the definition of “listing rules” with a definition that refers to the new terms as amended by the Securities and Futures (Amendment) Act 2016 (“organised market” instead of “securities market”, “approved exchange” instead of “securities exchange”, “overseas exchange” instead of “overseas securities exchange”), and that includes references to securities‑based derivatives contracts and units in a collective investment scheme, in addition to securities.
Clause 3(y) deletes the definition of “market”, which is a term that is no longer used.

Clause 3(z) inserts a new definition of “office copy”.

The term “office copy” will have the meaning given to it in section 4(1) of the Companies Act.
Clause 3(za) — (a) deletes the definitions of “option contract”, “overseas futures exchange” and “overseas securities exchange”, which are terms that are no longer used; (b) inserts a new definition of “organised market”, which is defined in the First Schedule, as amended by clause 192; and (c) inserts a new definition of “overseas exchange”, which replaces the terms “overseas futures exchange” and “overseas securities exchange”.
397 Clause 3(zb) deletes the references to “exempt market operator”, a term deleted by clause 3(r), in the definition of “participant”.

Clause 3(zc) deletes the words “by order” in the definition of “prescribed written law”, so that written laws prescribed for the purposes of the definition are prescribed by regulations made under section 341.

Clause 3(zd) inserts a new definition of “product financing”, a term used and defined in the Second Schedule, as amended by clause 193.
Clause 3(ze) — (a) replaces the definition of “providing custodial services for securities” with a definition of “providing custodial services”, which is defined in the Second Schedule, as amended by clause 193; and (b) inserts the new definitions of “providing information in relation to a designated benchmark” and “providing information in relation to a financial benchmark”, both terms used in the new Part VIAA, inserted by clause 48.
Clause 3(zf) replaces the definition of “quote” with a definition that refers to the new terms as amended by the Securities and Futures (Amendment) Act 2016 (“organised market” instead of “securities market”, “approved exchange” instead of “securities exchange”, “overseas exchange” instead of “overseas securities exchange”), and that includes references to securities‑based derivatives contracts and units in a collective investment scheme, in addition to securities.
Clause 3(zg) inserts a new definition of “real estate investment trust”.

The definition does not apply to Division 3 of Part VII.

Clause 3(zh) amends a reference to section 282TA(1) in the definition of “recognised business trust” with a reference to section 239D(1).

Section 239D(1) (inserted by clause 123) replaces section 282TA(1) (repealed by clause 155).
Clause 3(zi) replaces the definition of “representative” with a new definition that includes representatives of authorised benchmark administrators, exempt benchmark administrators, authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters.
Clause 3(zj) — (a) replaces the definition of “securities” with a definition that covers shares, units in a business trust, instruments conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership, debentures and prescribed products.
The definition does not include units in a collective investment scheme; and 398 (b) inserts a new definition of “securities-based derivatives contract”, which covers derivatives contracts of which the underlying thing or any of the underlying things is a security or a securities index.

Clause 3(zk) deletes the definition of “securities market”, a term that is no longer used.
Clause 3(zl) inserts new definitions of “specified products” (a term used in the Second Schedule), “specified securities‑based derivatives contract” (a term used in the definition of “specified products”) and “spot contract” (a term used in the definition of “underlying thing”, new sections 29 and 41 inserted by clause 8, and the Second Schedule, as amended by clause 193).

Clause 3(zm) deletes the definition of “swap contract”, a term that is no longer used.
Clause 3(zn) amends the definition of “take‑over offer” to refer to the term “approved exchange” instead of “securities exchange”.

Clause 3(zo) deletes the definition of “trading in futures contracts”, a term that is no longer used.

Clause 3(zp) amends the definition of “transaction information” to replace the references to securities, futures contracts and derivatives contracts with a reference to the term “capital markets products”.
Clause 3(zq) replaces a reference to section 282TA(1) in the definition of “trustee‑manager” with a reference to section 239D(1).

Section 239D(1) (inserted by clause 123) replaces section 282TA(1) (repealed by clause 155).

Clause 3(zr) replaces the definition of “underlying thing” with a new definition that applies differently in relation to derivatives contracts or spot contracts and in relation to financial benchmarks.
Clause 3(zs) amends the definition of “user” to include references to a recognised market operator.

Clause 4 replaces the references in section 3(3) to dealing in securities and trading in futures contracts or leveraged foreign exchange trading with a single reference to dealing in capital markets products.
Clause 5 extends the references in section 4 to securities to include references to securities‑based derivatives contracts and units in a collective investment scheme, as a consequence of the amendment of the definition “securities” made by clause 3(zj).
Clause 6 amends section 4A — (a) to include within the definition of “accredited investor” individuals whose financial assets, net of any related liabilities, exceed in value $1 million or its equivalent in foreign currency; 399 (b) to replace the definition of “institutional investor” with a definition that covers a wider range of entities and trusts; and (c) to provide that, for the purpose of determining whether the individual is an accredited investor under subsection (1)(a)(i)(A), the value of an individual’s primary residence — (i) is calculated by deducting any outstanding amount on any credit facility secured by the residence from the estimated fair market value of the residence; and (ii) must not account for more than $1 million.
Clause 7 repeals and re-enacts section 4B to state that the Act does not apply to persons who hold a licence granted under section 14 for any matter mentioned in section 13A(1)(a) to (d) of the Commodity Trading Act (Cap.

48A) and that the Act does not apply to persons in respect of whom a transitional approval or transitional licence mentioned in section 66 of the Commodity Trading Act is in force.
For clarity the Act will apply to a body corporate approved as a commodity market under section 5 of the Commodity Trading Act and to a body corporate approved as a clearing house under section 9 of the Commodity Trading Act (which are bodies to which the Act does not presently apply).
Clause 8 repeals and re-enacts Part II — (a) to impose new obligations on, and to modify the existing obligations of, approved exchanges and recognised market operators; (b) to structure Part II in an order similar to Parts IIA and III, such that the provisions in relation to approved exchanges and recognised market operators are set out in an order similar to the provisions in relation to licensed trade repositories, licensed foreign trade repositories, approved clearing houses and recognised clearing houses; and (c) to harmonise, to some extent, the requirements in relation to approved exchanges and recognised market operators with the requirements in relation to licensed trade repositories, licensed foreign trade repositories, approved clearing houses and recognised clearing houses.
The re-enacted Part II consists of new sections 5 to 46AAJ.

The new section 5 sets out the objectives of the re-enacted Part II.

The new section 6 defines certain terms used in the re-enacted Part II.
The new section 7 prohibits a person — (a) from establishing or operating an organised market, or holding itself out as operating an organised market, unless the person is an approved exchange or a recognised market operator; and 400 (b) from holding itself out as an approved exchange or a recognised market operator, unless the person is an approved exchange or a recognised market operator, as the case may be.
The new section 8 deals with applications to the Authority by a Singapore corporation to be approved as an approved exchange or recognised as a recognised market operator, and by a foreign corporation to be recognised as a recognised market operator.

The new section 9 empowers the Authority to approve or refuse to approve a Singapore corporation as an approved exchange, and to recognise or refuse to recognise a Singapore corporation or foreign corporation as a recognised market operator.
The Authority is empowered to impose any condition or restriction for any such approval or recognition and to vary any such condition or restriction.

The Authority has power to prescribe the requirements which an applicant for any such approval or recognition must meet.
The new section 10 empowers the Authority to prescribe the criteria which it may take into account for the purposes of deciding whether a Singapore corporation should be approved as an approved exchange, and whether a Singapore corporation or foreign corporation should be recognised as a recognised market operator.

The new section also sets out certain additional matters which the Authority may have regard to when deciding whether to recognise a foreign corporation as a recognised market operator.
The new section 11 empowers the Authority to prescribe the annual fees which an approved exchange or a recognised market operator must pay to the Authority, and to refund or remit the whole or any part of any such annual fee.
The new section 12 enables a Singapore corporation which is an approved exchange or a recognised market operator to apply to the Authority to change its status from that of an approved exchange to that of a recognised market operator, or from that of a recognised market operator to that of an approved exchange, as the case may be.
The new section also empowers the Authority to review, on its own initiative, the status of such a Singapore corporation, in view of the fact that the business of an approved exchange or a recognised market operator may change over time.
The new section 13 provides for the circumstances in which an approved exchange or a recognised market operator may apply to the Authority to cancel its approval as an approved exchange or recognition as a recognised market operator, as the case may be, and for matters connected with such an application.
The new section 14 empowers the Authority to revoke the approval of a Singapore corporation as an approved exchange, or the recognition of a Singapore corporation or foreign corporation as a recognised market operator, in certain circumstances, and provides for matters connected with the revocation of any such approval or recognition.

401 The new section 15 sets out the general obligations of an approved exchange.
The new section 16 requires an approved exchange to give the Authority notice of certain circumstances, and empowers the Authority to issue directions to the approved exchange where the notice relates to certain matters.

The new section 17 requires an approved exchange to have in place, among other things, systems and controls for managing risks.

The new section 18 requires an approved exchange to maintain a record of all transactions effected through its organised market.
The new section 19 requires an approved exchange to submit to the Authority such periodic reports as the Authority may prescribe.

The new section 20 requires an approved exchange to provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority.

The new section 21 requires an approved exchange and its officers and employees to maintain the confidentiality of certain information.
The new section 22 makes it an offence for an approved exchange to contravene certain provisions under Subdivision (1) of Division 2 of the re‑enacted Part II.

The new section 23 empowers the Authority to prescribe the matters that an approved exchange must make provision for in its business rules or listing rules, and the requirements that the approved exchange must comply with in order to amend its business rules or listing rules.
The new section also makes it an offence for an approved exchange to fail to make provision for the prescribed matters in its business rules or listing rules, or to amend its business rules or listing rules without complying with the prescribed requirements.

The new section 24 provides for the business rules of an approved exchange to operate as a binding contract between the approved exchange and each member and between each member and every other member.
The new section 25 enables the High Court, on the application of the Authority, an approved exchange or an aggrieved person, to order a person to comply with, observe, enforce or give effect to the business rules or listing rules of the approved exchange.
The new section 26 provides that a failure by an approved exchange to comply with the Act, its business rules or its listing rules will not prevent a matter from being treated as done in accordance with those business rules or listing rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with those business rules or listing rules.
The new section 27 requires a person to obtain the approval of the Authority before entering into any agreement which would make the person a substantial 402 shareholder of an approved exchange, or becoming either a 12% controller or a 20% controller of an approved exchange.
The new section 28 requires an approved exchange to obtain the approval of the Authority to appoint a person as the chairman, the chief executive officer or a director of the approved exchange and, if required by the Authority, to appoint a person to any key management position or committee of the approved exchange.
The new section 29 requires an approved exchange to comply with prescribed or specified requirements in respect of certain products that are listed or permitted for trading on any organised market operated by the approved exchange.

These requirements relate to, among other things, the limits on open positions that participants may hold in such products, settlement procedures in respect of such products and limits on price movements of such products.
The approved exchange must also notify the Authority that it has taken measures to comply with those requirements before listing or de‑listing, or permitting the trading of, any such product, and after listing or permitting the trading of any such product.

The approved exchange must take due care to ensure that the notification is not false or misleading in any material particular.

Participants must not wilfully exceed limits on open positions on any such product established by an approved exchange.
The new section 30 prohibits the securities or securities-based derivatives contracts of an approved exchange from being listed for quotation on an organised market operated by an approved exchange or its related corporation, unless the approved exchange and the operator of the organised market have entered into such arrangements (in relation to certain matters) as the Authority may require.
The new section also empowers the Authority to assume certain functions of an operator of an organised market in certain circumstances.

The new section 31 requires an auditor of an approved exchange who becomes aware of any specified matter or irregularity to send to the Authority a written report of that matter or irregularity.

The new section also empowers the Authority to impose certain additional duties on an auditor of an approved exchange.
The new section 32 provides that no criminal or civil liability will be incurred by an approved exchange or any person acting on behalf of the approved exchange for any thing done (including a statement made) or omitted to be done, in certain circumstances.

The new section 33 sets out the general obligations of a recognised market operator.

The new section 34 requires a recognised market operator to give the Authority notice of certain circumstances.
The new section 35 requires a recognised market operator to have in place, among other things, systems and controls for managing risks.

403 The new section 36 requires a recognised market operator to maintain a record of all transactions effected through its organised market.

The new section 37 requires a recognised market operator to submit to the Authority such periodic reports as the Authority may prescribe.
The new section 38 requires a recognised market operator to provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority.

The new section 39 requires a recognised market operator and its officers and employees to maintain the confidentiality of certain information.
The new section 40 provides that a failure by a recognised market operator to comply with the Act, its business rules or its listing rules will not prevent a matter from being treated as done in accordance with those business rules or listing rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with those business rules or listing rules.
The new section 41 requires a recognised market operator to comply with prescribed or specified requirements in respect of certain products that are listed or permitted for trading on any organised market operated by the recognised market operator.

These requirements relate to, among other things, the limits on open positions that participants may hold in such products, settlement procedures in respect of such products and limits on price movements of such products.
The recognised market operator must also notify the Authority that it has taken measures to comply with those requirements before listing or de‑listing, or permitting the trading of, any such product, and after listing or permitting the trading of any such product.

The recognised market operator must take due care to ensure that the notification is not false or misleading in any material particular.
Participants must not wilfully exceed limits on open positions on any such product established by a recognised market operator.

The new section 42 makes it an offence for a recognised market operator to contravene certain provisions under Division 3 of the re‑enacted Part II.
The new section 43 empowers the Authority to direct by notice in writing an approved exchange or a recognised market operator to remove an officer of the approved exchange or recognised market operator from his office or employment, if any of certain matters applies to the officer, and the Authority thinks such removal is necessary in the interests of the public or a section of the public or for the protection of investors.
The new section 44 empowers the Authority to make regulations for the purposes of the re‑enacted Part II.

The new section 45 empowers the Authority to issue directions by notice in writing to an approved exchange or a recognised market operator.
404 The new section 46 empowers the Authority to prohibit trading in particular securities, securities‑based derivatives contracts or units in a collective investment scheme on an organised market of an approved exchange or a recognised market operator, selling the securities, securities‑based derivatives contracts or units in a collective investment scheme, or in the interests of the public.
to protect persons buying or in order The new section 46AA empowers the Authority to direct by notice in writing an approved exchange or a recognised market operator to take such action as the Authority considers necessary to maintain or restore the fair, orderly and the organised markets operated by the approved transparent operation of exchange or recognised market operator, where the Authority has reason to believe that an emergency exists or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors.
The new section 46AAA replaces the existing section 44A and defines certain terms used in the new sections 46AAA to 46AAF.
The new section 46AAB replaces the existing section 44B and empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on an approved exchange or a recognised market operator; (b) appoint a statutory adviser to advise an approved exchange or a recognised market operator on the proper management of its business; (c) assume control of and manage the business of an approved exchange or a recognised market operator, or appoint a statutory manager to do so.
The new section 46AAC replaces the existing section 44C and sets out the effects of an assumption of control of the relevant business of an approved exchange or a recognised market operator by the Authority or a statutory manager, including the powers exercisable by the Authority or statutory manager, and the status of the chief executive officer or a director of the approved exchange or recognised market operator.
The new section 46AAD replaces the existing section 44D and provides for matters relating to the commencement and termination of the period when the Authority or a statutory manager is in control of the relevant business of an approved exchange or a recognised market operator.
The new section 46AAE replaces the existing section 44E and requires the present or former holders of certain appointments in, or in relation to, an approved exchange or a recognised market operator to provide the Authority or a statutory manager with certain documents or information relating to the approved exchange or recognised market operator.
405 The new section 46AAF replaces the existing section 44F and empowers the Authority to fix the remuneration and expenses to be paid by an approved exchange or a recognised market operator to a statutory manager, a statutory adviser or the Authority.

The new section 46AAG replaces the existing sections 35 and 43A and empowers the Authority to exempt any approved exchange, recognised market operator or class of approved exchanges or recognised market operators from any provision of the re‑enacted Part II.
The new Division 5 of Part II provides for the voluntary transfer of the business of an approved exchange or a recognised market operator.

The new section 46AAH replaces the existing section 46AA and defines certain terms used in the new Division 5 of Part II.

The new sections 46AAI and 46AAJ replace the existing sections 46AAA and 46AAB.
An approved exchange or a recognised market operator may transfer the whole or any part of its business (including any business that is not the usual business of an approved exchange or a recognised market operator) to a transferee, if the new sections 46AAI and 46AAJ are complied with and the High Court has approved the transfer.

The new sections 46AAI and 46AAJ do not affect the voluntary transfer of any business of an approved exchange or a recognised market operator under any law.
Clause 9 amends the definition of “trade repository” in section 46B to refer to a corporation that collects and maintains information on any transactions relating to capital markets products.

Clause 10 amends section 46K(1) to require a licensed trade repository to give notice to the Authority of the carrying on of any business other than a prescribed business and the acquisition of a substantial shareholding in any corporation that carries on any business other than a prescribed business.
Clause 11 amends section 46Y(3) to substitute the word “securities” with “financial instrument”.

Clause 12 deletes subsection (11) of section 46ZIC.

The term “constitution” is to take on its ordinary meaning.

Clause 13 amends section 46ZL to empower the Authority to add to, vary or revoke conditions or restrictions of exemptions granted under that section, and to require licensed trade repositories and licensed foreign trade repositories to comply with those conditions or restrictions.
Clause 14 amends the definition of “property” in section 48 to cover units in a collective investment scheme (which are currently covered under “securities”) and derivatives contracts (which covers “futures contracts” as substituted by clause 3(v)).

406 Clause 15 amends section 56(1)(b) to provide that the time mentioned in that provision starts on, and not after, the date on which the corporation was granted approval or recognition (as the case may be).
Clause 16 amends section 58 — (a) to require an approved clearing house to give notice to the Authority of the carrying on of any business other than a prescribed business and the acquisition of a substantial shareholding in any corporation that carries on any business other than a prescribed business; and (b) to correct an error in subsection (5).
Clause 17 substitutes section 59 to require an approved clearing house to have in place, among other things, systems and controls for managing risks and to remove the requirement for position limits to be approved by the Authority.

Clause 18 amends section 65 to amend the reference to section 59(1) to a reference to section 59, as a consequence of the amendment to section 59 made by clause 17.

Clause 19 repeals and re-enacts section 67.


The redundant reference to “securities” in subsection (1)(a) is deleted.

“Issuer” is redefined to include a person who issues, or makes available, units in a collective investment scheme and securities‑based derivatives contracts, both of which are currently “securities”.

Clause 20 amends section 71(14) to delete a redundant reference to subsections (11) and (12).
Clause 21 amends section 72 — (a) to include a reference to securities‑based derivatives contracts wherever a reference is made to securities; and (b) to replace the term “securities market” with the term “organised market”.

Clause 22 amends section 81I to include references to securities-based derivatives contracts and units in a collective investment scheme wherever a reference is made to securities.
Clause 23 amends section 81Q(1)(c) to delete the reference to position limits under section 59(1), which are redundant as a consequence of the repeal and re‑enactment of section 59 by clause 17.

Clause 24 amends section 81S(4) so that the reference to “securities” will read “financial instrument”.

The definition of “commodity” as amended by clause 3(l) excludes “financial instrument”.

“Financial instrument” is therefore included.


The reference to securities is deleted because the definition of “financial instrument” includes securities.

407 Clause 25 deletes subsection (11) of section 81SAB.

The term “constitution” is to take on its ordinary meaning.

The clause also corrects an error in subsection (10).
Clause 26 amends section 81SB to empower the Authority to add to, vary or revoke conditions or restrictions of exemptions granted under that section, and to require approved clearing houses and recognised clearing houses to comply with those conditions or restrictions.
Clause 27 amends section 81SS to clarify the circumstances where the exception to subsection (6) applies and to provide that a charge on book‑entry securities under the section is treated as discharged if the book‑entry securities have been returned to the chargor’s control with the approval in writing of the chargee.

Clause 28 amends section 81ST to replace references to a securities exchange with references to an approved exchange.
Clause 29 amends section 81ZA(1) to require an approved holding company to give notice to the Authority of the carrying on of any activity other than a prescribed activity and the acquisition of a substantial shareholding in any corporation that carries on any activity other than a prescribed activity.
Clause 30 amends section 81ZG — (a) to include a reference to securities‑based derivatives contracts wherever a reference is made to securities; and (b) to replace the term “securities market” with the term “organised market”.

Clause 31 deletes subsection (11) of section 81ZGD.

The term “constitution” is to take on its ordinary meaning.
Clause 32 amends section 81ZI — (a) to correct an error; and (b) to empower the Authority to add to, vary or revoke conditions or restrictions of exemptions granted under that section, and to require approved holding companies to comply with those conditions or restrictions.

Clause 33 amends section 84(1) to provide that an application for the grant of a capital markets services licence is to be made in the form and manner specified administratively by the Authority.
Clause 34 amends section 86(3) to replace references to a securities exchange and a futures exchange with references to an approved exchange.

Clause 35 amends section 88 to empower the Authority to impose conditions or restrictions on the holder of a capital markets services licence to carry on a business 408 of dealing in capital markets products, restricting the holder to only dealing in one or more particular types of capital markets products.
Clause 36 amends section 91(1) to provide that the form of payment of the deposit to be lodged under that section is to be specified administratively by the Authority.
Clause 37 amends section 94(1) to require the Authority to keep records of the particular types of capital markets products to which a capital markets services licence relates, as a consequence of the amendment to section 88 made by clause 35 providing that the Authority may restrict the holder of a capital markets services licence to only dealing in one or more particular types of capital markets products.
Clause 38 amends section 97(1)(v) to include a reference to prohibition orders made under the new section 123ZZC, inserted by clause 48.

Clause 39 amends section 97A(5) to use the modern term “constitution”, instead of the term “memorandum or articles of association”.

Clause 40 deletes subsection (11) of section 97F.

The term “constitution” is to take on its ordinary meaning.
Clause 41 amends section 99(1) to replace references to a securities exchange and a futures exchange with references to an approved exchange and to replace references to a securities market and a futures market with references to an organised market.
Clause 42 amends section 99C(1) to require the Authority to keep records of the particular types of capital markets products in respect of which a representative performed a regulated activity, as a consequence of the amendment to section 88 made by clause 35 providing that the Authority may restrict the holder of a capital markets services licence to only dealing in one or more particular types of capital markets products.
Clause 43 amends section 101(2) to provide that written directions may be issued under that section to a person with respect to the standards to be maintained by the person in respect of the risk management of the person’s business.

Clause 44 amends section 108 to replace references to a securities exchange and a futures exchange with references to an approved exchange.
Clause 45 amends section 110(1) to replace references to a securities exchange and a futures exchange with references to an approved exchange.

Clause 46 amends section 114 to replace references to a securities exchange and a futures exchange with references to an approved exchange.
Clause 47 amends section 123 — (a) to replace the reference to securities financing with a reference to the new regulated activity of product financing; and 409 (b) to replace references to securities and to securities or futures contracts, with references to capital markets products.
Clause 48 inserts new Part VIAA to provide for the regulation of the setting of financial benchmarks, by, amongst other things, empowering the Authority to designate financial benchmarks as designated benchmarks, to provide for the regulation of benchmark administrators and benchmark submitters of designated benchmarks, and to empower the Authority to designate certain persons as designated benchmark submitters.

The new Part VIAA consists of new sections 123A to 123ZZF.
The new section 123A sets out the objectives of the new Part VIAA.

The new section 123B empowers the Authority to designate a financial benchmark as a designated benchmark and sets out the considerations that the Authority is to take into account in deciding whether to designate a financial benchmark as a designated benchmark.

The new section 123C empowers the Authority to withdraw the designation of a designated benchmark.
The new section 123D prohibits a person — (a) from carrying on a business of administering a designated benchmark, or holding himself out as carrying on a business of administering a designated benchmark, unless the person is an authorised benchmark administrator; and (b) from holding himself out as an authorised benchmark administrator, unless the person is an authorised benchmark administrator.
The new section 123E deals with applications to the Authority by a corporation to be authorised as an authorised benchmark administrator.

The new section 123F empowers the Authority to authorise or refuse to authorise a corporation as an authorised benchmark administrator.

The Authority is empowered to impose any condition or restriction for any such authorisation and to vary any such condition or restriction.
The Authority has power to prescribe the requirements which an applicant for any such authorisation must meet.

The new section 123G empowers the Authority to require a corporation that has made an application to be authorised as an authorised benchmark administrator to lodge a deposit.
The new section 123H makes it an offence for a person to, in connection with an application for authorisation as an authorised benchmark administrator, and without reasonable excuse, make a statement which is false or misleading in a material particular or omit to state any matter or thing without which the application is misleading in a material respect.
410 The new section 123I empowers the Authority to prescribe annual fees which an authorised benchmark administrator must pay to the Authority, and to refund or remit the whole or any part of any such annual fee.

of The new section 123J empowers the Authority to revoke or suspend the authorisations specified benchmark circumstances.

On the application of an authorised benchmark administrator, the Authority may withdraw or refuse to withdraw the authorisation of the authorised benchmark administrator.
administrators authorised under The new section 123K empowers the Authority to exempt corporations from the requirement to be an authorised benchmark administrator to carry on a business of administering a designated benchmark.
The new section 123L makes it an offence for a person, in connection with an application for an exemption from the requirement to be an authorised benchmark administrator to carry on a business of administering a designated benchmark, to make, without reasonable excuse, a statement which is false or misleading in a to state any matter or thing without which the material particular or omit application is misleading in a material respect.
The new section 123M empowers the Authority to prescribe annual fees for exempt benchmark administrators.

The new section 123N empowers the Authority to revoke, under specified circumstances, exemptions from the requirement to be an authorised benchmark administrator to carry on a business of administering a designated benchmark.
The new section 123O requires every authorised benchmark administrator and exempt benchmark administrator to prepare and issue a code in respect of each designated benchmark in respect of which it carries on a business of administering a designated benchmark.

The code on designated benchmark must set out standards to be maintained by the benchmark submitters of the designated benchmark, deal with prescribed matters, and be approved in writing by the Authority before it is issued.
Every authorised benchmark administrator and exempt benchmark administrator must not amend a code on designated benchmark unless certain requirements are met, and must ensure that the code on designated benchmark takes into account practices and developments in the market and must enforce compliance with the code on designated benchmark.
Every benchmark submitter must, in respect of its business of providing information in relation to a designated benchmark, comply with the relevant code on designated benchmark issued by the benchmark administrator.

The new section 123P sets out the general obligations of authorised benchmark administrators and exempt benchmark administrators.

411 The new section 123Q requires authorised benchmark administrators and exempt benchmark administrators to give the Authority notice of certain circumstances.
The new section 123R requires authorised benchmark administrators and exempt benchmark administrators to maintain a record of all information or expressions of opinion used for the purposes of determining the designated benchmark and of the manner in which the formula or other methods of calculation is applied to such information or expressions of opinion in the determination of the designated benchmark.
The new section 123S requires authorised benchmark administrators and exempt benchmark administrators to submit to the Authority such periodic reports as the Authority may prescribe.

The new section 123T requires authorised benchmark administrators and exempt benchmark administrators to notify the Authority if they cease to carry on a business of administering a designated benchmark and of changes in certain matters.
The new section 123U requires the Authority to keep records of every authorised benchmark administrator and exempt benchmark administrator.

The new section 123V requires authorised benchmark administrators and exempt benchmark administrators to provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority.
The new section 123W makes it an offence for authorised benchmark administrators and exempt benchmark administrators to contravene certain provisions under Subdivision (4) of Division 2 of the new Part VIAA.

The new section 123X requires an authorised benchmark administrator to obtain the approval of the Authority to appoint a person as its chief executive officer or a director or to change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive.
The new section 123Y prohibits authorised benchmark administrators from permitting certain persons to act as its director or executive officer, without the prior written consent of the Authority, and empowers the Authority to direct by notice in writing an authorised benchmark administrator to remove an officer of the authorised benchmark administrator from his office or employment, if any of certain matters applies to the officer, and the Authority thinks such removal is necessary in the interests of the public or a section of the public, or a class or classes of users of the designated benchmark.
The new sections 123Z and 123ZA provide for control of take‑overs of authorised benchmark administrators.

412 The new section 123Z requires a person to obtain the Authority’s prior approval before entering into an arrangement relating to shares of the authorised benchmark administrator, which would result in the person obtaining effective control of the authorised benchmark administrator.
In granting approval, the Authority may impose conditions such as restricting the person’s disposal or further acquisition of shares or voting power in the authorised benchmark administrator and restricting the person’s exercise of voting power in the authorised benchmark administrator.
The new section 123ZA enables the Authority to serve a notice of objection on a person required to obtain approval under the new section 123Z or a person holding 20% or more of the issued share capital of an authorised benchmark administrator (including persons who have such holding before the date of commencement of section 48 of the Securities and Futures (Amendment) Act 2016), on certain grounds.
A person served with a notice of objection may be required to take steps to cease having control of the authorised benchmark administrator or to cease being a party to an arrangement which will result in him having such control.
The new section 123ZB provides for appeals to the Minister by a person who is aggrieved by the refusal of the Authority to grant an approval to an authorised benchmark administrator to appoint a person as its chief executive officer or director or by the direction of the Authority to an authorised benchmark administrator to remove an officer from office or employment.
The new section 123ZC prohibits a person from carrying on a business or activity of providing information in relation to a designated benchmark, unless the person is an authorised benchmark submitter or a designated benchmark submitter.

The new section 123ZD deals with applications to the Authority by a corporation to be authorised as an authorised benchmark submitter.

The new section 123ZE empowers the Authority to authorise or refuse to authorise a corporation as an authorised benchmark submitter.
The Authority is empowered to impose any condition or restriction for any such authorisation and to vary any such condition or restriction.

The Authority has power to prescribe the requirements which an applicant for any such authorisation must meet.
The new section 123ZF makes it an offence for a person to, in connection with an application for authorisation as an authorised benchmark submitter, and without reasonable excuse, make a statement which is false or misleading in a material particular or omit to state any matter or thing without which the application is misleading in a material respect.

The new section 123ZG empowers the Authority to revoke or suspend the authorisations of authorised benchmark submitters under specified circumstances.
On the application of an authorised benchmark submitter, the Authority may withdraw or refuse to withdraw the authorisation of the authorised benchmark submitter.

413 The new section 123ZH exempts certain persons from the requirement to be an authorised benchmark submitter to carry on a business or activity of providing information in relation to a designated benchmark.

An exempt benchmark submitter must comply with such conditions or restrictions imposed by the Authority.
The circumstances under which an exemption may be revoked are also set out.

The new section 123ZI empowers the Authority to designate a bank licensed under the Banking Act (Cap.

19), a recognised market operator, a holder of a capital markets services licence, an exempt person or a person who belongs to a certain prescribed class as a designated benchmark submitter.
The new section 123ZJ imposes an obligation on every designated benchmark submitter to provide information or expressions of opinion specified by the the purposes of determining a designated benchmark.

The Authority for information or expression of opinion is to be provided to the authorised benchmark administrator or exempt benchmark administrator that administers the designated benchmark.
The new section 123ZK provides that the Authority may, by notice in writing, impose requirements or restrictions on a designated benchmark submitter, and vary those requirements or restrictions.

The new section 123ZL sets out the general obligations of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters.
The new section 123ZM requires authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters to give the Authority notice of certain circumstances.
The new section 123ZN requires every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter to maintain a record of all information or expressions of opinion that it provides to any authorised benchmark administrator or exempt benchmark administrator in respect of a designated benchmark, and of the basis of such information or expressions of opinion.
The new section 123ZO requires authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters to submit to the Authority such periodic reports as the Authority may prescribe.
The new section 123ZP requires authorised benchmark submitters and exempt benchmark submitters to notify the Authority if they cease to carry on a business of providing information in relation to a designated benchmark, and requires authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters to notify the Authority of changes in certain matters.
414 The new section 123ZQ requires the Authority to keep records of every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter.

The new section 123ZR requires authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters to provide such the proper assistance to the Authority as the Authority may require for administration of the Act.
The new section 123ZS makes it an offence for authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters to contravene certain provisions under Subdivision (4) of Division 3 of the new Part VIAA.
The new section 123ZT requires an authorised benchmark submitter or designated benchmark submitter to obtain the approval of the Authority to appoint a person as its chief executive officer or a director or to change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive.
The new section 123ZU prohibits authorised benchmark submitters and designated benchmark submitters from permitting certain persons to act as its director or executive officer, without the prior written consent of the Authority, and empowers the Authority to direct by notice in writing an authorised benchmark submitter or designated benchmark submitter to remove an officer of the authorised benchmark submitter or designated benchmark submitter from the officer’s office or employment, if any of certain matters applies to the officer, and the Authority thinks such removal is necessary in the interests of the public or a section of the public, or a class or classes of users of the designated benchmark.
The new sections 123ZV and 123ZW provide for control of take‑overs of authorised benchmark submitters and designated benchmark submitters.

The new section 123ZV requires a person to obtain the Authority’s prior approval before entering into an arrangement relating to shares of an authorised benchmark submitter or designated benchmark submitter, which would result in the person obtaining effective control of the authorised benchmark submitter or designated benchmark submitter.
In granting approval, the Authority may impose conditions such as restricting the person’s disposal or further acquisition of shares or voting power in the authorised benchmark submitter or designated benchmark submitter and restricting the person’s exercise of voting power in the authorised benchmark submitter or designated benchmark submitter.
The new section 123ZW enables the Authority to serve a notice of objection on a person required to obtain approval under the new section 123ZV, or a person holding 20% or more of the issued share capital of an authorised benchmark submitter or designated benchmark submitter (including persons who have such holding before the date of commencement of section 48 of the Securities and 415 Futures (Amendment) Act 2016), on certain grounds.
A person served with a notice of objection may be required to take steps to cease having control of the authorised benchmark submitter or designated benchmark submitter or to cease being a party to an arrangement which will result in him having such control.
The new section 123ZX provides for appeals to the Minister by an approved benchmark submitter or designated benchmark submitter who is aggrieved by the refusal of the Authority to grant an approval to the authorised benchmark submitter or designated benchmark submitter to appoint a person as its chief executive officer or director, or by the direction of the Authority to the authorised benchmark submitter or designated benchmark submitter to remove an officer from office or employment.
The new section 123ZY empowers the Authority to require information from persons whom the Authority believes on reasonable grounds are capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure.
The new section 123ZZ empowers the Authority to require certain financial institutions to maintain a record of all transactions undertaken in relation to underlying things of a designated benchmark and of the financial institution’s exposure to financial instruments in relation to the use of a designated benchmark, and to submit to the Authority such periodic reports as the Authority may prescribe.
The new section 123ZZA empowers the Authority to make regulations for the purposes of the new framework for the regulation of financial benchmarks.
The new section 123ZZB empowers the Authority to issue written directions to authorised benchmark administrators, exempt benchmark administrators, authorised benchmark submitters, exempt benchmark submitters, designated benchmark submitters and their representatives, if the Authority thinks it is necessary or expedient in the interests of a class of users of a designated benchmark or the public or a section of the public.
The new section 123ZZC empowers the Authority to make a prohibition order against a relevant person in certain specified circumstances.

The order may, amongst other things, prohibit the person from carrying on a business of administering a designated benchmark, carrying on a business or activity of providing information in relation to a designated benchmark, or taking part in the management of a benchmark administrator or benchmark submitter.
The new section 123ZZD requires a person against whom a prohibition order is made to comply with it.

The authorised benchmark administrator, exempt benchmark administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which has been notified of the order must not employ, or use the service of, the firstmentioned person if this is prohibited by the order.
416 The new section 123ZZE enables the Authority to vary or revoke a prohibition order on a change of circumstances.

The new section 123ZZF provides that a prohibition order takes effect on the date specified in the order and will not avoid or affect any agreement, transaction or arrangement entered into by the person against whom the order is made whether before, on or after the issue of the prohibition order.
Clause 49 amends section 124 — (a) to delete the definition of “bank in Singapore”, a term that is no longer used; and (b) to remove the reference to “any approved trustee referred to in section 289” from the definition of “specified person”.
Clause 50 amends section 125 — (a) to impose the reporting requirement in subsection (2) of that section on a specified person who executes or causes to be executed a specified derivatives contract as an agent, instead of a specified person who enters into a specified derivatives contract as an agent; (b) to widen the circumstances a specified person who executes or causes to be executed a specified derivatives contract as an agent is subject to the reporting requirement; (c) to provide that the reporting obligation under subsection (1) or (2) is treated as satisfied if the required information is reported by any other person with the consent or authority of the specified person, and such information is true and correct and has been received; and (d) to provide that compliance with the reporting requirements under section 125 or 129 does not breach any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.
Clause 51 substitutes section 126(4) to provide that compliance with a to furnish information under that section does not breach any requirement restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.

Clause 52 amends section 127(3) to use plain English.

Clause 53 amends section 128 to use plain English, and to make textual changes as a consequence of the amendments to section 125 made by clause 50.
Clause 54 amends section 129A to remove a redundant reference and to provide that the Authority may add to, vary or revoke conditions or restrictions of exemptions imposed under that section.

Clause 55 amends section 129B — 417 (a) to delete the definition of “bank in Singapore”, a term that is no longer used; and (b) to remove the reference to “any approved trustee referred to in section 289” from the definition of “specified person”.
Clause 56 amends section 129D to provide that compliance with a requirement to furnish information under that section does not breach any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.
Clause 57 amends section 129E to provide that the Authority may issue directions to any specified person (or class of specified persons) who is party to the specified derivatives contract (or class of specified derivatives contracts) in respect of alternative clearing arrangements in certain circumstances, and to use plain English.

Clause 58 amends section 129F(1) to use plain English.
Clause 59 amends section 129H to remove a redundant reference and to provide that the Authority may add to, vary or revoke conditions or restrictions of exemptions imposed under that section.

Clause 60 inserts a new Part VIC to provide for the regulation of trading of derivatives contracts by requiring certain derivatives contracts to be executed on an organised market operated by an approved exchange or a recognised market operator or on a prescribed facility.
The new Part VIC consists of new sections 129I to 129O.

The new section 129I defines certain terms used in the new Part VIC.

The new section 129J requires a specified person who executes a specified derivatives contract to do so on an organised market operated by an approved exchange or a recognised market operator or on a prescribed facility.
The new section 129K empowers the Authority to require any person to furnish the Authority with such information or documents as the Authority considers necessary for determining certain specified matters.
The new section 129L empowers the Authority to direct specified persons to execute specified derivatives contracts in a specified form and manner and within a specified time, where the Authority is of the opinion that any organised market operated by any approved exchange or recognised market operator or any prescribed facility is not available for the execution of, or is incapable of executing, that specified derivatives contract.
The new section 129M provides that a specified person is treated as having complied with the requirement to execute a specified derivatives contract on an 418 organised market or prescribed facility if it has complied with, in relation to the the requirements relating to the execution of specified derivatives contract, specified derivatives contracts under the laws and practices of a prescribed foreign jurisdiction.
The new section 129N empowers the Authority to make regulations for the purposes of the new Part VIC.

The new section 129O empowers the Authority to exempt any specified person or class of specified persons from all or any of the provisions of section 129J.

Clause 61 amends section 130 to replace the term “securities exchange”, which is no longer used, with the term “approved exchange”, and to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clauses 62 and 63 amend sections 132 and 133, respectively, to include references to securities‑based derivatives contracts where reference is made to securities.

Clause 64 amends section 137G(1) to replace the term “securities market operated by the securities exchange” with the term “organised market operated by the approved exchange”.
Clause 65 amends section 137H to replace the term “securities exchange”, which is no longer used, with the term “approved exchange”, and to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clause 66 inserts a new section 137IA that empowers the Authority to extend, with or without modifications or adaptations, the provisions of Division 2 of Part VII to persons, securities, securities‑based derivatives contracts, or interests in securities or securities‑based derivatives contracts, other than those to which that Division applies, or to require disclosure of interests in entities, arrangements or trusts other than business trusts and trustee‑managers of business trusts.
Clause 67 amends section 137N to include references to securities‑based derivatives contracts where reference is made to securities.

Clause 68 amends section 137R(1) to extend the trustee-manager’s duty of disclosure to interests in prescribed securities and securities‑based derivatives contracts of the business trust, and to replace the terms “securities market” and “securities exchange” (which are no longer used), with the terms “organised market” and “approved exchange”, respectively.
Clause 69 amends section 137S to replace the term “securities exchange”, which is no longer used, with the term “approved exchange”, and to include references to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities.
419 Clause 70 inserts a new section 137TA that empowers the Authority to extend, with or without modifications or adaptations, the provisions of Division 3 of Part VII to persons, securities, securities‑based derivatives contracts, units in a collective investment scheme or interests in securities, securities‑based derivatives contracts or units in a collective investment scheme, other than those to which that Division applies, or to require disclosure of interests in entities, arrangements or trusts other than real estate investment trusts and responsible persons for real estate investment trusts.
Clause 71 amends section 137Y to include references to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities.
Clause 72 amends section 137ZC(1) to extend the duty of disclosure of a responsible person for a real estate investment trust to interests in prescribed securities, securities‑based derivatives contracts or units in a collective investment scheme of the real estate investment trust, and to replace the terms “securities market” and “securities exchange” (which are no longer used), with the terms “organised market” and “approved exchange”, respectively.
Clause 73 amends section 137ZD to provide that civil penalties imposed under that section are payable to the Consolidated Fund instead of the Authority, and to provide that such civil penalties are to be treated as debts due to the Government for the purposes of section 10 of the Government Proceedings Act (Cap.

121).

Clause 74 inserts a new Part VIIA to provide a framework for the disclosure of short selling by requiring short sell orders to be disclosed and short positions to be reported.
The new Part VIIA consists of new sections 137ZH to 137ZM.

The new section 137ZH defines certain terms used in the new Part VIIA.

The new section 137ZI sets out the persons who are obliged to comply with the new Part VIIA, and empowers the Authority to exempt persons from the new Part VIIA and to impose conditions or restrictions on exempt persons.
The new section 137ZJ provides that, where a short sell order is made, either the person who makes the short sell order, or the person who places the short sell order on behalf of the person making the short sell order, must disclose certain information to the approved exchange.

The new section 137ZK provides that persons who hold a short position in certain capital markets products that is equivalent to or more than the prescribed short position threshold must report certain information to the Authority.
The new section 137ZL empowers the Authority to publish information on short positions reported to the Authority.

420 The new section 137ZM empowers the Authority to make regulations for the purposes of the new Part VIIA.

Clause 75 amends the heading of Subdivision (1) of Division 1 of Part IX.
Clause 76 amends section 142 — (a) to replace references to securities contracts and futures contracts with references to capital markets products; (b) to replace references to a securities exchange or futures exchange with references to an approved exchange; and (c) to replace references to a securities market or futures market with references to an organised market.

Clause 77 repeals and re-enacts sections 143 and 144.
The re‑enacted section 143 contains the substance of existing section 144 and existing section 143, and empowers the Authority to require the disclosure of certain information in relation to capital markets products and financial instruments.

Re‑enacted section 144 empowers the Authority to exercise similar powers in relation to financial benchmarks.
Clause 78 amends section 150 to delete the term “exempt market operator”, which is no longer used, and to include authorised benchmark administrators, exempt benchmark administrators, authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters in the list of persons whose books may be inspected by the Authority.

Clause 79 simplifies the drafting of section 150A(1).
Clause 80 amends section 150B to simplify the drafting of subsection (1) and to expand the list of persons who may be the subject of inspection by a foreign regulatory authority with the prior written approval of the Authority.

Clause 81 simplifies the drafting of section 150C(1).
Clause 82 amends section 151 to provide that the Minister may appoint an inspector to investigate any matter concerning dealing in capital markets products, administering a designated benchmark or providing information in relation to a designated benchmark.
Clause 83 amends the definitions in section 169 — (a) to include references to financial benchmarks where reference is made to the securities, futures or derivatives industry; (b) to refer to the securities and derivatives industry; and (c) to extend the definition of “supervision” to cover supervision of persons administering a financial benchmark or providing information in relation to a financial benchmark in a foreign country.
421 Clause 84 amends section 175 to replace references to dealing in securities and trading in futures contracts with references to dealing in capital markets products.

Clause 85 amends section 186 to replace references to dealing in securities and trading in futures contracts with references to dealing in capital markets products.

Clause 86 amends the heading of Division 1 of Part XII.

Clause 87 repeals and re-enacts sections 196 and 196A.
The re-enacted section 196 includes references to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities and extends the scope of Division 1 of Part XII to acts in relation to derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading and prescribed capital markets products.
The re-enacted section 196A defines the term “debenture” for the purposes of Division 1 of Part XII and defines certain references.

Clause 88 amends section 197 — (a) to refer to capital markets products instead of securities; (b) to replace the term “securities market” with the term “organised market”; and (c) to use plain English.

Clause 89 repeals and re-enacts section 198.


The re-enacted section 198 provides for the offence of market manipulation in relation to securities and securities‑based derivatives contracts.

Clause 90 amends section 199 so that it applies in respect of securities‑based derivatives contracts and units in a collective investment scheme, in addition to securities.

Clause 90 also inserts the words “(whether significant or otherwise)” after the word “effect” in section 199(c).
The High Court stated in its judgment in Madhavan Peter v Public Prosecutor [2012] SGHC 153 that “the false or misleading particular in question [under section 199 of the Act] must ... be of sufficient importance to significantly affect the price or value of securities”, reasoning that “the words ‘material particular’ apply to a false or misleading inter alia, ‘raising, lowering, particular that maintaining or stabilising the market price of securities’”.
The insertion clarifies that the raising, lowering, maintaining or stabilising the market price of securities, securities‑based derivatives contracts or units in a collective investment scheme need not have a significant or material effect for the purposes of section 199(c).
The effect is that the words “material particular” in section 199 mean that the false or misleading particular must be material vis‑à‑vis the rest of the statement or, in other words, that an important or significant aspect of the statement must be false or is likely to have the effect of, 422 misleading.
The words “material particular” in section 199 do not refer to the effect of the false or misleading statement on the price of the securities, securities-based derivatives contract or units in a collective investment scheme.

Clause 91 amends section 200 to provide for the offence of fraudulently inducing persons to deal in capital markets products.
Clause 92 amends section 201 to provide that the offence of employment of manipulative and deceptive devices applies in connection with the subscription, purchase or sale of any capital markets products.

Clause 93 inserts new sections 201A and 201B.

The new sections 201A and 201B replace existing sections 207 and 208, which are repealed by clause 95.
The new sections 201A and 201B provide for the offence of bucketing in relation to derivatives contracts and to spot foreign exchange contracts for the purposes of leveraged foreign exchange trading, and for the offence of price manipulation and cornering in relation to derivatives contracts, respectively.

Clause 94 repeals and re-enacts sections 202 and 203.
The re‑enacted sections 202 and 203 include references to securities‑based derivatives contracts where reference is made in the existing provisions to securities, and replace the terms “securities exchange” and “securities market” with “approved exchange” and “organised market”, respectively.

Clause 95 repeals Division 2 of Part XII.

The conduct currently prohibited by Division 2 of Part XII will be prohibited under Division 1 of Part XII, as amended by clauses 86 to 94.
Clause 95 also inserts a new Division 2 of Part XII to provide for prohibited conduct in relation to financial benchmarks.

The new Division 2 of Part XII consists of new sections 205 to 210.

The new section 205 provides that the new Division 2 of Part XII applies to acts occurring within Singapore in relation to financial benchmarks, wherever administered, and to acts occurring outside Singapore in relation to financial benchmarks that are administered in Singapore.
The new section 206 defines certain terms used in the new Division 2 of Part XII.

The new section 207 provides for the offence of manipulation of financial benchmarks.
The new section 208 provides for an exception to the offence of manipulation of financial benchmarks under new section 207 where a public authority or international body acts in respect of monetary policy, policies with respect to exchange rates, the management of public debt or foreign exchange reserves; or for the purpose of managing the price or value of any commodity.
423 The new section 209 prohibits the making of statements, dissemination of information or expression of opinions that are false or misleading in a material particular to any person who carries out the activity of administering a financial benchmark.

The new section 210 sets out the penalties for contravention of provisions of new Division 2 of Part XII.

Clause 96 repeals and re-enacts section 213.


The re-enacted section 213 applies Division 3 of Part XII to acts in relation to securities, securities‑based derivatives contracts and CIS units (which is a term defined in section 214, as amended by clause 97).
Clause 97 amends section 214 — (a) to insert a definition of “Collective Investment Scheme unit” or “CIS unit”; (b) to include references to securities-based derivatives contracts and CIS units where reference is made to securities; (c) to insert a definition of “persons who commonly invest” to displace the interpretation of that phrase by the Court of Appeal in Lew Chee Fai Kevin v Monetary Authority of Singapore [2012] SGCA 12; (d) to delete the definition of “securities” so that the definition of “securities” in section 2 (as amended by clause 3) applies; and (e) to define certain references.
Clause 98 amends section 215(b)(i) to clarify when “information is generally available” for the purposes of Division 3 of Part XII of the Act.

Clause 99 repeals and re-enacts section 216 to include references to securities‑based derivatives contracts and CIS units where reference is made to securities.
Clause 100 amends section 217 to include references to securities‑based derivatives contracts and CIS units where reference is made to securities and to replace the term “securities market” with the term “organised market”.
Clause 101 amends section 218 — (a) to include references to securities-based derivatives contracts in subsection (1) where reference is made to securities; (b) to re-enact subsection (1A) to clarify the circumstances in relation to which a connected person is considered to possess inside information concerning a business trust, a collective investment scheme or a corporation which is the trustee or manager of a business trust or collective investment scheme; 424 (c) to include references to securities-based derivatives contracts and, where relevant, CIS units in subsections (2), (3), (4) and (4A) where reference is made to “securities”; (d) to expand the prohibition against communication of information under subsection (3); and (e) to simplify the structure of the section.
Clauses 102, 103 and 104 amend sections 219, 223 and 224, respectively, to include references to securities‑based derivatives contracts and CIS units where reference is made to securities.

Clause 105 repeals and re-enacts section 228 to include references to securities‑based derivatives contracts and CIS units where reference is made to securities and to amend the section heading.
Clause 106 amends section 229 to include references to securities‑based derivatives contracts and CIS units where reference is made to securities.

Clause 107 amends section 230(1) to include references to securities‑based derivatives contracts and CIS units where reference is made to securities and to replace the reference to a capital markets services licence to deal in securities with a reference to a capital markets services licence to deal in capital markets products.
Clause 108 amends section 232 to provide that the maximum civil penalty that may be ordered by a court under that section is the greater of 3 times the amount of the profit gained or loss avoided as a result of the contravention or $2 million.

If no profit was gained or loss was avoided as a result of the contravention, the maximum civil penalty is $2 million.
The minimum civil penalty (whether or not a profit was gained or loss was avoided) is $100,000 in the case of a corporation and $50,000 in any other case.

Clause 108 also amends section 232 to provide that a civil penalty imposed under that section is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act (Cap.

121).
121).

Clause 109 amends section 234 to use the general term “capital markets products” to cover the products referred to in the provisions of Part XII, instead of specifically naming each product, and to remove references to repealed provisions.
Clauses 110 and 111 amend sections 236B and 236C, respectively, to provide that the maximum civil penalty that may be ordered by a court under those sections is the greater of 3 times the amount of the profit gained or loss avoided as a result of the contravention and $2 million.

If no profit was gained or loss was avoided as a result of the contravention, the maximum civil penalty is $2 million.

The minimum civil penalty (whether or not a profit was gained or loss was avoided) is $100,000.
425 Clause 112 amends section 236D to use the general term “capital markets products” to cover the products referred to in the provisions of Part XII, instead of specifically naming each product.

Clauses 113 and 114 amend sections 236E and 236F, respectively, to provide that the maximum civil penalty that may be ordered by a court under those sections is the greater of 3 times the amount of the profit gained or loss avoided as a result of the contravention or $2 million.
If no profit was gained or loss was avoided as a result of the contravention, the maximum civil penalty is $2 million.

The minimum civil penalty (whether or not a profit was gained or loss was avoided) is $50,000.

Clause 115 amends section 236G to use the general term “capital markets products” to cover the products referred to in the provisions of Part XII, instead of specifically naming each product.
Clause 116 amends section 236H to provide that the maximum civil penalty that may be ordered by a court under that section is the greater of 3 times the amount of the profit gained or loss avoided as a result of the contravention or $2 million.

If no profit was gained or loss was avoided as a result of the contravention, the maximum civil penalty is $2 million.

The minimum civil penalty (whether or not a profit was gained or loss was avoided) is $50,000.
Clause 117 amends section 236I to use the general term “capital markets products” to cover the products referred to in the provisions of Part XII, instead of specifically naming each product.

Clause 118 amends section 236L to provide that any sum paid into the Consolidated Fund is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act (Cap.

121).

Clause 119 amends the heading of Division 1 of Part XIII.
Clause 120 amends section 239 — (a) to define certain terms that are used in Division 1 of Part XIII; (b) to delete the definitions of “debenture” and “securities”, so that the definitions in section 2 (as amended by clause 3) apply in Division 1 of Part XIII; (c) to define the term “promoter” to include a promoter of a business trust; (d) to amend certain definitions to include a reference to securities‑based derivatives contracts where reference is made to securities; and (e) to define references to a debenture.
Clause 121 amends section 239A to include a reference to securities‑based derivatives contracts where reference is made to securities and to provide that Division 1 of Part XIII does not apply to certain offers of securities or securities‑based derivatives contracts.

426 Clause 122 amends section 239B to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clause 123 inserts new Subdivision (1A) of Division 1 of Part XIII to re‑enact existing section 282C(1)(a) and existing Subdivision (2A) of Division 1A of Part XIII, which are deleted by clause 155.

The new Subdivision (1A) of Division 1 of Part XIII consists of sections 239C to 239F.

The new section 239C re-enacts existing section 282C(1)(a).

The new section 239D re-enacts existing section 282TA.

The new section 239E re-enacts existing section 282TB.
The new section 239F re-enacts existing section 282TC.

Clause 124 amends section 240 to include a reference to securities‑based derivatives contracts where reference is made to securities and to include a reference to a business trust or trustee‑manager of a business trust in certain instances where reference is made to an entity or issuer.
Clause 125 amends section 240AA to include a reference to securities‑based derivatives contracts where reference is made to securities and to replace the reference to “securities exchange, futures exchange, overseas securities exchange or overseas futures exchange” with a reference to “approved exchange or overseas exchange”.

Clause 126 inserts a new section 240AB to empower the Authority to exempt persons from the requirement under section 240AA for a product highlights sheet.
Clause 127 amends section 241 to include a reference to securities‑based derivatives contracts where reference is made to securities and to replace the term “securities exchange” with the term “approved exchange”.
Clause 128 amends section 242 to include a reference to securities‑based derivatives contracts where reference is made to securities and to replace the term “securities exchange” with “approved exchange” and to include a reference to a business trust or trustee-manager of a business trust where reference is made to an issuer or underlying entity.
Clause 129 amends section 243 — (a) to include a reference to securities-based derivatives contracts where reference is made to securities; (b) to set out matters that must be contained in a prospectus for offers of units in a business trust or derivatives of units in a business trust; 427 (c) to permit information to be incorporated in the prospectus by reference to another document that is lodged with the Authority together with the prospectus; and (d) to define certain terms used in subsection (3)(e) in relation to a business trust.
Clause 130 amends section 246 to include a reference to securities‑based derivatives contracts where reference is made to securities and to include a reference to a business trust or trustee‑manager of a business trust where reference is made to an issuer.

Clauses 131, 132 and 133 amend sections 249, 249A and 250, respectively, to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clause 134 amends section 251 — (a) to include a reference to securities-based derivatives contracts where reference is made to securities; (b) to include a reference to a business trust or trustee‑manager of a business trust in certain instances where reference is made to an entity or issuer; (c) to replace references to dealing in securities with references to dealing in capital markets products that are securities or securities‑based derivatives contracts; (d) to clarify the circumstances where a product highlights sheet referred to in section 240AA may be disseminated without contravening subsection (1); (e) to replace the term “securities exchange” with the term “approved exchange”; and (f) to clarify the offence in subsection (12).
Clauses 135, 136 and 137 amend sections 252(1), 253 and 254, respectively, to include a reference to securities‑based derivatives contracts where reference is made to securities.

Clause 138 amends section 257 to include a reference to securities‑based derivatives contracts where reference is made to securities and to include a reference to a business trust where reference is made to an entity.
Clause 139 amends section 258(1) to include a reference to securities‑based derivatives contracts where reference is made to securities.

428 Clause 140 amends section 259 to include a reference to securities‑based derivatives contracts where reference is made to securities and to replace the term “securities exchange” with “approved exchange”.
Clause 141 amends section 260 to include a reference to securities‑based derivatives contracts where reference is made to securities, and to extend the provision to cover business trusts, units or derivatives of units of a business trust and a trustee‑manager of a business trust.

Clause 142 amends section 267A to replace the term “securities exchange” with the term “approved exchange”.

Clause 143 amends section 268A to replace the term “securities exchange” with the term “approved exchange”.
Clause 144 repeals and re-enacts section 272 to include references to offers of units in a business trust, securities‑based derivatives contracts and derivatives of units in a business trust (in addition to offers of securities and debentures).
Clause 145 amends section 272A — (a) to include a reference to securities-based derivatives contracts where reference is made to securities; (b) to make express provision for offers of units in a business trust and derivatives of units in a business trust; (c) to differentiate the statement in writing referred to in subsection (1) in relation to small offers of units or derivatives of units in a business trust that is not registered under the Business Trusts Act (Cap.
31A); (d) to replace references to dealing in securities with references to dealing in capital markets products that are securities or securities‑based derivatives contracts; (e) to differentiate the statement in writing referred to in subsection (8) in relation to offers subsequent to initial small offers of units or derivatives of units in a business trust that is not registered under the Business Trusts Act; (f) to replace the reference to “securities exchange, futures exchange or overseas securities exchange” with a reference to “approved exchange or overseas exchange”; and (g) to define a reference in subsection (10)(i)(A).
Clause 146 amends section 272B — (a) to include a reference to securities-based derivatives contracts where reference is made to securities; 429 (b) to include a reference to a business trust where reference is made to an entity; and (c) to replace references to dealing in securities with references to dealing in capital markets products that are securities or securities‑based derivatives contracts.
Clause 147 amends section 273 — (a) to amend the circumstances, and provide for new circumstances, where Subdivisions (2) and (3) (other than section 257) of Division 1 of Part XIII do not apply to an offer of securities or securities‑based derivatives contracts; (b) to include a reference to securities-based derivatives contracts where reference is made to securities; (c) to extend the provision to cover business trusts, units or derivatives of a unit of a business trust, trustee-managers of a business trust, unitholders of a business trust and holders of debentures of a trustee‑manager of a business trust; (d) to replace references to dealing in securities with references to dealing in capital markets products that are securities or securities‑based derivatives contracts; and (e) to replace the term “securities exchange” with the term “approved exchange”.
Clause 148 amends section 274 to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clause 149 amends section 275 — (a) to include a reference to securities-based derivatives contracts where reference is made to securities; (b) to include a reference to a business trust where reference is made to an entity; (c) to replace references to dealing in securities with references to dealing in capital markets products that are securities or securities‑based derivatives contracts; (d) to extend the provision to cover business trusts, unitholders of a business trust and trustee-managers of a business trust; (e) to replace the reference to “securities exchange, futures exchange or overseas securities exchange” with a reference to “approved exchange or overseas exchange”; and (f) to define a reference in subsection (2).
Clause 150 amends section 276 — 430 (a) to include a reference to securities-based derivatives contracts where reference is made to securities; (b) to make express reference to the sale of units in a business trust; (c) to amend the circumstances where subsections (1), (3) and (4) do not apply; and (d) to replace the term “securities exchange” with the term “approved exchange”.
Clause 151 amends section 277 — (a) to empower the Authority to declare that the provision of an offer information statement in lieu of a prospectus relating to an offer of securities would not be prejudicial to investors of such securities, where the offer of securities meets certain criteria; and (b) to extend the provision to cover securities-based derivatives contracts, units of a business trust, derivatives of units of a business trust and trustee‑managers of a business trust.
Clause 152 amends section 278(1) to replace the reference to dealing in securities with a reference to dealing in capital markets products that are securities or securities‑based derivatives contracts.

Clause 153 amends section 280 to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clause 154 inserts a new section 280A to empower the Authority to require persons to furnish information relating to offers made or proposed to be made pursuant to an exemption under Subdivision (4) of Division 1 of Part XIII.

Clause 155 repeals Division 1A of Part XIII.

The existing provisions relating to offers of units in a business trust and derivatives of units in a business trust will now be covered by Division 1 of Part XIII, as amended by clauses 119 to 154.
As clause 120 repeals the definition of “securities” in section 239, the definition of “securities” in section 2, as amended by clause 3, will now apply to Division 1 of Part XIII.

References to securities in Division 1 of Part XIII will therefore include references to units of a business trust.

References to securities‑based derivatives contracts in Division 1 of Part XIII include references to derivatives of units in a business trust.
Clause 156 amends section 283 to insert definitions of “authorised real estate investment trust” and “recognised real estate investment trust”.

Clause 157 amends section 286 — 431 (a) to replace the term “securities exchange” with the term “approved exchange”; (b) to impose certain duties on the managers of authorised real estate investment trusts and directors of managers of authorised real estate investment trusts; and (c) to provide for offences in relation to breaches of those duties.
Clause 158 amends section 287 — (a) to widen the factors that the Authority may have regard to in determining whether to recognise a collective investment scheme that is constituted outside Singapore; (b) to impose certain duties on managers of recognised real estate investment trusts and directors of managers of recognised real estate investment trusts; and (c) to provide for offences in relation to breaches of those duties.
Clause 159 amends section 288(1) to include an additional ground on which the recognition of a recognised collective investment scheme may be revoked.

The Authority may revoke such a recognition to give effect to any arrangement relating to cross‑border offers of collective investment schemes to which Singapore or the Authority is a party.

Clause 160 amends section 292A(1) to include a reference to prohibition orders under the new section 123ZZC, inserted by clause 48.
Clause 161 amends section 295A(14) to delete the definition of “real estate investment trust” so that the definition of “real estate investment trust” in section 2, as amended by clause 3, applies.

Clause 162 amends section 296A(2) to replace the reference to “securities exchange, futures exchange, overseas securities exchange or overseas futures exchange” with the reference to “approved exchange or overseas exchange”.
Clause 163 amends section 297 to empower the Authority to serve stop orders to stop further issue of sale of units in a recognised collective investment scheme where the Authority is of the opinion that a stop order is necessary to give effect to any arrangement relating to cross‑border offers of collective investment schemes to which Singapore or the Authority is a party.
Clause 164 amends section 300 — (a) to replace the reference to dealing in securities with a reference to dealing in capital markets products that are units in a collective investment scheme; 432 (b) to clarify the circumstances where a product highlights sheet referred to contravening in section 296A may be disseminated without subsection (1); (c) to replace the reference to “securities exchange, futures exchange or overseas securities exchange” with a reference to “approved exchange or overseas exchange”; and (d) to clarify subsection (7).
Clause 165 amends section 301 to replace the term “securities exchange” with the term “approved exchange”.

Clause 166 amends section 302 to include a reference to securities‑based derivatives contracts where reference is made to securities.
Clause 167 amends section 302B — (a) to replace the reference to dealing in securities with a reference to dealing in capital markets products that are units in a collective investment scheme; (b) to include a reference to securities-based derivatives contracts and units in a collective investment scheme where reference is made to securities; (c) to delete a reference in subsection (5) to section 282V(1), which is repealed by clause 155; and (d) to replace a reference to a securities exchange, futures exchange or overseas securities exchange with a reference to an approved exchange or overseas exchange.
Clause 168 amends section 302C(3) to include a reference to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities and to delete a reference to section 282W, which is repealed by clause 155.

Clause 169 amends section 303(1) to replace the term “securities exchange” with the term “approved exchange”.
Clause 170 amends section 304A to replace the term “securities exchange” with the term “approved exchange” and to amend the circumstances where subsection (1) does not apply.
Clause 171 amends section 305 — (a) to include a reference in subsection (2) to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities; (b) to replace the term “securities exchange” with the term “approved exchange”; and 433 (c) to replace the term “securities” in subsection (6) with the term “capital markets products that are units in a collective investment scheme”.
Clause 172 amends section 305A to include a reference to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities and to amend the circumstances where subsections (1), (2) and (3) do not apply.

Clause 173 amends section 305B(1) to replace the term “securities exchange” with the term “approved exchange”.

Clause 174 deletes and substitutes the heading of Division 3 of Part XIII.
Clause 175 amends section 309 to include a reference to securities‑based derivatives contracts and units in a collective investment scheme where reference is made to securities and to define certain terms used in that section.

Clause 176 amends the definition of “issuer” in section 309A as the term “issuer” is not used in relation to offers of any contract or arrangement in connection with leveraged foreign exchange trading in Division 4 of Part XIII.
Clause 177 amends section 310 to provide that an appeal to the Minister under new Part VIAA, inserted by clause 48, is not to be referred to an Appeal Advisory Committee.

Clause 178 amends section 311(3) to provide that an Appeal Advisory Committee to be constituted under section 310 has the power in the exercise of its functions to inquire into any matter or thing relating to the securities and derivatives industry or to financial benchmarks.
Clause 179 amends section 317 to restate the provisions of the Act under which the Authority may or must keep records, and which records, if kept by the Authority, may be inspected by any person on payment of a prescribed fee.
Clause 180 amends section 322 — (a) to empower the Authority to publish information relating to persons regulated under new Part VIAA, inserted by clause 48; (b) to delete a reference to an “exempt market operator”, a term which is no longer used; and (c) to replace the references to “a securities exchange, a futures exchange” with “an approved exchange”.
Clause 181 amends section 324 to replace references to securities, futures contracts and contracts in connection with leveraged foreign exchange trading with references to capital markets products.
Clause 182 amends section 325 — 434 (a) to replace the term “a securities exchange, a futures exchange” with the term “an approved exchange”; (b) to replace the term “securities exchange” with the term “approved exchange”; (c) to extend the provision to acts with respect to dealing in capital markets products, administering a designated benchmark, or providing information in relation to a designated benchmark; (d) to extend the provision to authorised benchmark administrators, benchmark submitters benchmark designated and authorised submitters; and (e) to empower the court to, amongst other things, make an order restricting the exercise of voting or other rights attached to capital markets products.
Clause 183 amends section 328 to replace the definition of “relevant person” with a new definition.

The offences under section 328(1) will now apply to a wider range of entities, including, in particular, persons regulated under new Part VIAA, inserted by clause 48.
Clause 184 amends section 330 to include authorised benchmark administrators and exempt benchmark administrators in the list of entities to whom it is an offence to furnish a false or misleading statement or report, and to include further matters in relation to which it is an offence to furnish a false or misleading statement or report.
Clause 185 amends section 332(1) to replace the reference to a securities exchange or a futures exchange with a reference to an approved exchange, and to extend the offence under that provision to cover officers of authorised benchmark administrators and authorised benchmark submitters.

Clause 186 amends section 333(2) to widen the list of provisions to which section 333(1), which relates to the fine that may be imposed on a corporation convicted of an offence under the Act, does not apply.
Clause 187 amends the definition of “relevant person” in section 334(2) to delete the term “exempt market operator” (a term that is no longer used) and to include an authorised benchmark administrator, an exempt benchmark administrator, an authorised benchmark submitter, an exempt benchmark submitter, a designated benchmark submitter (and any employee, officer, partner or representative thereof).
Clause 188 amends section 338(1), which relates to the power to make regulations to give effect to any treaty, convention, arrangement, memorandum of understanding, exchange of letters or other similar instrument to which Singapore or the Authority is a party, to replace the reference to “securities, futures or 435 derivatives industry” with “securities and derivatives industry or to financial benchmarks”.
Clause 189 amends section 339(2) to provide that a person who does an act outside Singapore which has a substantial and reasonably foreseeable effect in Singapore and which, if carried out in Singapore, would constitute an offence under new Part VIAA, inserted by clause 48, may be dealt with for the offence as if the offence were committed in Singapore.
Clause 190 amends section 341(2) — (a) to empower the Authority to make regulations in respect of the risk management of the business of a capital markets services licence holder; and (b) to make consequential amendments arising from changes in the definition of the various capital markets products regulated under the Act.
Clause 191 repeals section 342 to repeal the power of the Authority to make regulations to apply the Act to persons and matters previously regulated under the Commodity Trading Act in relation to commodity futures.

As the Act already regulates commodity futures, section 342 is redundant.

Clause 192 amends the First Schedule to replace the definitions of “futures market” and “securities market” with a single definition of “organised market” and to amend the definition of “clearing facility”.
The definition of “organised market” largely reprises the existing definition of “securities market”, but extends to derivatives contracts, securities and units in a collective investment scheme and includes prescribed facilities.

The definition of “clearing facility” will mean a facility for the clearing or settlement of transactions in derivatives contracts, securities or units in collective investment schemes.

Clause 193 amends the Second Schedule.


A new list of regulated activities is set out in Part I of the Second Schedule.

The definition of “dealing in securities” is replaced with a definition of “dealing in capital markets products” that covers all capital markets products.

The definitions of “foreign exchange trading” and “on a margin basis” are deleted.
New definitions of “leveraged foreign exchange trading” and “spot foreign exchange contract” are introduced and the definition of “fund management” is amended.

The definition of “securities financing” is replaced with a definition of “product financing” that covers specified products.

The definition of “providing custodial services for securities” is replaced with a definition of “providing custodial services”.

The definition of “rating target” is extended to cover all capital markets products.
The definition of “real estate investment trust management” is amended by incorporating the term “real estate investment trust” defined in section 2, which is amended by clause 3.

436 Clause 194 amends the Fourth Schedule to widen the list of provisions in relation to which the Authority may (under section 320(1A)) appoint officers to exercise the power (under those provisions) to grant an exemption.

Clause 195 amends section 54(1) of the Banking Act (Cap.
19), which relates to disqualification or removal of an executive officer or a director of a bank in Singapore, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.

Clause 196 amends the Business Trusts Act (Cap.
31A) — (a) to replace the definition of “securities exchange” with a definition of “approved exchange” and to replace references to a securities exchange with references to an approved exchange; (b) to insert a definition of “real estate investment trust”, which will be defined by way of a cross‑reference to the definition of that term in section 2 of the Securities and Futures Act, inserted by clause 3; and (c) to amend references to certain section numbers of the Securities and Futures Act.
Clauses 197 and 198 provide for the related and consequential amendments to the Commodity Trading Act (Cap.

48A) to facilitate the transfer of the regulatory oversight of certain markets, clearing houses and commodity trading activities, from the International Enterprise Singapore Board (the Board) to the Authority.
Clause 197 — (a) amends sections 4, 8, 12 and 13 of the Commodity Trading Act to provide that the Board will cease to regulate certain commodities markets, clearing houses, commodity brokers and their representatives, commodity trading advisers and their representatives and commodity pool operators and their representatives, after the Authority takes over the regulatory oversight of these entities and persons; and (b) inserts a new section 66 to the Commodity Trading Act which provides that certain approvals granted and certain licences issued to a person under the Commodity Trading Act will remain in force for 2 years unless earlier terminated under that Act, or the corresponding approval or licence required under the Securities and Futures Act is issued or from the requirement of a refused, or corresponding approval or licence under the Securities and Futures Act.
the person is exempt Clause 198 — (a) amends various provisions of the Commodity Trading Act to remove the regulatory requirements and powers relating to certain commodities markets, clearing houses, commodity brokers and their representatives, 437 commodity trading advisers and their representatives and commodity pool operators and their representatives; (b) makes a technical amendment to section 55 of the Commodity Trading Act; and (c) repeals and re-enacts section 58 of the Commodity Trading Act — (i) such that the Board may only compound an offence under that Act that is prescribed as a compoundable offence; and (ii) to make it clear that the power to compound may be applied to an offence alleged to have been committed under a provision that has, since the alleged commission, been repealed.
Clause 199 amends the Companies Act (Cap.
50) — (a) to replace the definition of “securities exchange in Singapore” with a definition of “approved exchange in Singapore” and to replace certain references to a securities exchange with references to an approved exchange; (b) to provide that section 145(5) of the Companies Act does not apply where a director is removed from office under new section 123Y or 123ZU of the Securities and Futures Act, inserted by clause 48; and (c) to replace a reference in section 181(6)(b) of the Companies Act to providing custodial services for securities with a reference to providing custodial services, which is the term now used in the Securities and Futures Act (see section 2(1) of that Act, as amended by clause 3, and the Second Schedule to that Act, as amended by clause 193).
Clause 200 amends Part I of the First Schedule to the Criminal Law (Temporary Provisions) Act (Cap.
67) to replace references to securities and futures contracts with references to capital markets products, and to replace the reference to a securities exchange, a futures exchange, a clearing house or a holding company approved under the Securities and Futures Act with a reference to an approved exchange, an approved clearing house or an approved holding company, as defined in section 2(1) of the Securities and Futures Act.

Clause 201 amends the Finance Companies Act (Cap.
108) — (a) to include a reference to securities-based derivatives contracts where reference is made to securities; (b) to insert definitions scheme”, “securities‑based derivatives contract” and “unit”, terms which will be defined by way of cross‑references to the definitions of those terms in the Securities and Futures Act, as amended by clause 3; and “collective investment of 438 (c) to amend section 47(1) of the Finance Companies Act, which relates to disqualification or removal of an executive officer or a director of a finance company, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.
Clause 202 amends the Financial Advisers Act (Cap.

110) to insert definitions of certain terms which will be defined by way of cross‑references to the definitions of those terms in the Securities and Futures Act, as amended by clause 3, and to delete certain definitions of terms that are no longer used.

References in the Financial Advisers Act to a securities exchange or a futures exchange are replaced with references to an approved exchange.
References to securities are replaced either by a reference to specified products or a reference to capital markets products.

The Authority’s power under section 104A to make regulations to apply provisions of the Financial Advisers Act to persons previously regulated under the Commodity Trading Act in relation to commodity futures is repealed.

As the Financial Advisers Act already regulates commodity futures, section 104A is redundant.
Clause 203 amends section 62(1) of the Financial Holding Companies Act 2013 (Act 13 of 2013), which relates to disqualification of an executive officer or a director of a designated financial holding company, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.

Clause 204 amends the Income Tax Act (Cap.
134) — (a) to provide that any distribution made by a designated unit trust out of fees and compensatory payments derived from securities lending or repurchase arrangements with a holder of a capital markets services licence licensed to carry on business in new regulated activities under the Second Schedule of the Securities and Futures Act, as amended by clause 193, is subject to the tax treatment in section 10(20A) of the Income Tax Act; and (b) to apply section 45I(1) of the Income Tax Act to a holder of a capital markets services licence for dealing in capital markets products, which is a new regulated activity under the Second Schedule of the Securities and Futures Act, as amended by clause 193.
Clause 205 amends section 31A(1)(v) of the Insurance Act (Cap.

142), which relates to disqualification of an executive officer or a director of a licensed insurer, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.

439 Clause 206 amends the Monetary Authority of Singapore Act (Cap.
186) — (a) to delete the definition of “financial instrument”, so that the term takes on its ordinary meaning where used in the Monetary Authority of Singapore Act; and (b) to amend section 30AAI(1)(v) of the Monetary Authority of Singapore Act, which relates to disqualification or removal of an executive officer or a director of a relevant financial institution, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.
Clause 207 amends section 12A(1)(e) of the Money‑changing and Remittance Businesses Act (Cap.

187), which relates to the removal of a director, a partner or an executive officer of a licensee under that Act, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.

Clause 208 amends the Moneylenders Act (Cap.


188) to replace the definition of “real estate investment trust” with the new definition, which will be defined by way of a cross‑reference to the definition of that term in the Securities and Futures Act, inserted by clause 3.

Clause 209 amends section 22(1)(e) of the Payment Systems (Oversight) Act (Cap.
222A), which relates to the removal of a director of a Singapore operator or a Singapore settlement institution of a designated payment system, or an executive officer of an operator or a settlement institution of a designated payment system, to include a person against whom a prohibition order is made under section 123ZZC of the Securities and Futures Act, inserted by clause 48.
Clause 210 deletes section 84(c) of the Securities and Futures (Amendment) Act 2009 (Act 2 of 2009), a provision which amends section 282Z(2)(a) of the Act and which has not been brought into operation.

Section 282Z(2)(a) of the Act is repealed by clause 155.

Clause 211 amends the Trust Companies Act (Cap.
336) — (a) to insert definitions of certain terms which will be defined by way of cross‑references to the definitions of those terms in section 2 of the Securities and Futures Act, inserted by clause 3; (b) to replace a reference to providing custodial services for securities with a reference to providing custodial services, which is the term now used in the Securities and Futures Act (see section 2(1) of that Act, as amended by clause 3, and the Second Schedule to that Act, as amended by clause 193); (c) to replace references to “securities or futures contracts” with references to “capital markets products”; and 440 (d) to replace references to “securities” with references to “securities, securities‑based derivatives contracts and units in a collective investment scheme”.
Clause 212 provides saving and transitional provisions in respect of certain provisions relating to changes in the civil penalties that may be imposed by a court under the Act.

The clause also empowers the making of regulations of a saving and transitional nature.

EXPENDITURE OF PUBLIC MONEY This Bill will not involve the Government in any extra financial expenditure.