Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698833430213.pdf (Singapore)
Financial Institutions (Miscellaneous Amendments) Bill Bill No.

4/2013.

Read the first time on 4th February 2013.

A BILL i n t i t u l e d An Act to amend certain statutes of the Republic of Singapore relating to, or in connection with, the regulation of financial institutions, financial entities or financial instruments.

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows: 2 Short title and commencement 1.
This Act may be cited as Institutions (Miscellaneous Amendments) Act 2013 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.

the Financial Amendment of Banking Act 2.

The Banking Act (Cap.

19) is amended — (a) by deleting the words “Part VIIA” in section 20(1)(b) and (7) and substituting in each case the words “Part IVB of the Monetary Authority of Singapore Act (Cap.
186)”; (b) by inserting, immediately after subsection (7) of section 38, the following subsection: “(7A) A financial penalty collected by the Authority under subsection (7) shall be paid into the Consolidated Fund.”; (c) by inserting, immediately after subsection (7) of section 39, the following subsection: “(7A) A financial penalty collected by the Authority under subsection (7) shall be paid into the Consolidated Fund.”; (d) by renumbering section 48 as subsection (1) of that section, and by inserting immediately thereafter the following subsection: “(2) Any bank which contravenes subsection (1) 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 thereof during which the offence continues after conviction.”; 30 (e) by repealing sections 54, 54A and 54B and substituting the following section: 3 “Disqualification or removal of director or executive officer 54.—(1) Notwithstanding the provisions of any other written law — (a) a bank in Singapore shall not, without the prior written consent of the Authority, permit a person to act as its executive officer; and (b) a bank in Singapore which is incorporated in Singapore shall 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 2(e) of the Financial Institutions (Miscellaneous Amendments) Act 2013, being an offence — (A) involving fraud or dishonesty; (B) the conviction for which involved a finding fraudulently or acted that he had dishonestly; or (C) that is specified in the Third Schedule to of Criminals Act the Registration (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 compromise or scheme of arrangement that is still in operation; 4 (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 of the Securities and Futures Act (Cap.
289) made against him that remains in force; or (vi) has been a director of, or directly concerned in the management of, a financial institution, whether in Singapore or elsewhere — regulated (A) which is being or has been wound up by a court; or (B) the approval, authorisation, designation, recognition, licence of registration or 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 foreign country or territory.
that in (2) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of a bank in Singapore which is incorporated in Singapore, or an executive officer of a bank in Singapore — (a) has wilfully contravened or wilfully caused the bank to contravene any provision of this Act; (b) has, without reasonable excuse, failed to secure the compliance of the bank 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 (c) has failed to discharge any of the duties of his office, the Authority may, if it thinks it necessary in the public interest or for the protection of the depositors of the bank, by notice in writing to the bank, direct the bank to 5 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 bank shall comply with the notice.
(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a director or an executive officer of a bank in Singapore 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.
(4) Before directing a bank in Singapore to remove a employment under person subsection (2), the Authority shall — from his office or (a) give the bank and the person notice in writing of its intention to do so; and (b) in the notice referred to in paragraph (a), call upon the bank and the person to show cause, within such time as may be specified in the notice, why the person should not be removed.
(5) If the bank and the person referred to in subsection (4) — (a) fail to show cause within the time specified under subsection (4)(b) or within such extended period of time as the Authority may allow; or (b) fail to show sufficient cause, the Authority may direct the bank to remove the person under subsection (2).
(6) Any bank in Singapore which, or any director or executive officer of a bank in Singapore who, is the Authority under aggrieved by a direction of subsection (2) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision shall be final.
6 (7) Any bank in Singapore which contravenes subsection (1) or fails to comply with a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part the offence continues after thereof during which conviction.
(8) No criminal or civil liability shall be incurred by a bank in Singapore, or any person acting on behalf of the bank, in respect of anything done or omitted to be done with reasonable care and in gooFd faith in the discharge or purported discharge of the obligations of the bank under this section.
(9) In requires — this section, unless the context otherwise “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.”; (f) by deleting subsection (4) of section 55 and substituting the following subsection: “(4) It shall not be necessary to publish any notice in writing issued under this Act in the Gazette.”; 7 (g) by deleting the Part heading to Part VIIA and substituting the following Part heading: “VOLUNTARY TRANSFER OF BUSINESS”; (h) by repealing Divisions 2, 3 and 4 of Part VIIA; 5 (i) by repealing section 55O; (j) by deleting subsection (2) of section 57D and substituting the following subsection: “(2) It shall not be necessary to publish any direction issued under subsection (1) in the Gazette.”; 10 (k) by repealing section 65; (l) by inserting, immediately after subsection (1) of section 69, the following subsection: “(1A) The Authority may, in its discretion, compound any offence under this Act (including an offence under a provision which has been repealed) which — (a) was compoundable under this section at the time the offence was committed; but (b) has ceased to be so compoundable, by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine it was prescribed committed.”; that offence at time the for (m) by deleting the words “such sum of money” in section 69(2) and substituting the words “the sum of money referred to in subsection (1) or (1A)”; (n) by deleting subsection (4) of section 69 and
 substituting the following subsection: “(4) All sums collected by the Authority under subsection (1) or (1A) shall be paid into the Consolidated Fund.”; 15 20 25 30 8 (o) by inserting, at the end of section 74(1)(a), the word “and”; (p) by deleting the word “; and” at the end of section 74(1)(b)(v) and substituting a full-stop; (q) by deleting paragraph (c) of section 74(1); 5 (r) by inserting, immediately after subsection (1) of section 74, the following subsection: 10 “(1A) The Authority may recover on behalf of the imposed under Government any financial penalty section 38(7) or 39(7) on the bank concerned as though the financial penalty were a civil debt due to the Authority.”; and (s) by deleting items 4A, 4B and 4C of Part II of the Third Schedule and substituting the following items: “ First column Second column Purpose for which customer information may be disclosed Persons to whom information may be disclosed Third column Conditions 4A.
Disclosure is solely in connection with the transfer or proposed transfer of the business of the bank to a company under Division 1 of Part VIIA, whether or not the transfer is subsequently carried out or completed.

Any — (a) transferor or transferee, defined in section 55A; (b) person affected by the transfer; (c) professional adviser appointed by any person referred to in paragraph (a) or (b); or (d) independent assessor appointed by the Minister or the Authority under section 55B.

4B.
4B.

Disclosure is solely in connection with the transfer or proposed transfer of the business of the bank to a company under Division 2 of Part IVB of the Monetary Authority of Singapore Act (Cap.

186), whether or not the transfer is subsequently carried out or completed.

4C.
4C.

Disclosure is solely in connection with the transfer or proposed transfer of the shares in the bank under Division 3 of Part IVB of the Monetary Authority of Singapore Act, whether or not the transfer is subsequently carried out or completed.
9 Any — (a) transferor or transferee, defined in section 30AAR of the Monetary Authority of Singapore Act; (b) person affected by the transfer; (c) professional adviser appointed by any person referred to in paragraph (a) or (b); or (d) independent assessor appointed by the Authority under section 30AAS of the Monetary Authority of Singapore Act.
Any — (a) transferor or transferee, defined in section 30AAV of the Monetary Authority of Singapore Act; (b) professional adviser appointed by the transferor or transferee; or (c) independent assessor appointed by the Authority under section 30AAW of the Monetary Authority of Singapore Act.

4D.
4D.

Disclosure is solely in connection with the restructuring or proposed restructuring of the share capital of the bank under Division 4 of Part IVB of the Monetary Authority of Singapore Act, whether or not the restructuring is carried out or completed.
10 Any — (a) shareholder of the bank; (b) subscriber defined in section 30AAY of the Monetary Authority of Singapore Act; (c) professional adviser appointed by the bank or any person referred to in paragraph (a) or (b); or (d) independent assessor appointed by the Authority under section 30AAZ of the Monetary Authority of Singapore Act.

”.

Amendment of Business Trusts Act 3.

The Business Trusts Act (Cap.
31A) is amended — (a) by deleting the words “section 130A” in the definition of “advocate and solicitor” in section 2 and substituting the words “section 2(1)”; (b) by deleting subsection (5) of section 26 and substituting the following subsection: “(5) It shall not be necessary to publish any written direction issued under this section in the Gazette.”; (c) by deleting subsection (8) of section 98 and substituting the following subsection: “(8) It shall not be necessary to publish any code, guideline or no-action letter issued under this section in the Gazette.”; and 11 (d) by repealing section 111 and substituting the following section: “Composition of offences in 111.—(1) The Authority may, its discretion, is compound any offence under prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence.
this Act which (2) The Authority may, in its discretion, compound any offence under this Act (including an offence under a provision which has been repealed) which — (a) was compoundable under this section at the time the offence was committed; but (b) has ceased to be so compoundable, by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence at the time it was committed.
(3) On payment of the sum of money referred to in subsection (1) or (2), no further proceedings shall be taken against that person in respect of the offence.

(4) The Authority may make regulations to prescribe the offences which may be compounded.

(5) All sums collected by the Authority under subsection (1) or (2) shall be paid into the Consolidated Fund.”.

5 10 15 20 25 12 Amendment of Companies Act 4.

Section 145(6) of the Companies Act (Cap.


50) is amended — (a) by deleting “54B,” and substituting “54,”; (b) by inserting, immediately after the words “Insurance Act (Cap.

142),”, the words “section 30AAI of the Monetary Authority of Singapore Act (Cap.

186), section 12A of the Money-changing and Remittance Businesses Act (Cap.

187),”; and (c) by deleting the words “or 97” and substituting the words “, 97 or 292A”.

Amendment of Finance Companies Act 5.

The Finance Companies Act (Cap.
108) is amended — (a) by inserting, immediately after the definition of “capital funds” in section 2, the following definition: “ “chief executive”, in relation to a finance company, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for finance or by arrangement with, company; and the (b) is principally the management and conduct of the business of the finance company;”; responsible for (b) by inserting, immediately after the definition of “director” in section 2, the following definition: “ “executive officer”, finance company, means any person, by whatever name described, who — relation to a in (a) is in the direct employment of, or acting for finance or by arrangement with, company; and the 13 (b) is concerned with or takes part in the management of the finance company on a day-to-day basis;”; (c) by inserting, immediately after in section 2, the definition of following the “Government securities” definition: “ “licence” means a licence granted under section 6;”; (d) by deleting sub-paragraph (ii) of section 15(1)(c) and substituting the following sub-paragraph: “(ii) if, upon the Authority exercising any power under section 35(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 Authority the considers that it is in the public interest to revoke the licence.”; finance company, (e) by deleting the words “directors, chief and deputy chief executive officers” in section 30(2)(d) and substituting the words “the directors, chief executive and deputy chief executive”; (f) by inserting, immediately after subsection (3) of section 30, the following subsection: “(4) It shall not be necessary to publish any notice in writing issued under this Act in the Gazette.”; (g) by repealing section 34 and substituting the following sections: “Information of insolvency, etc.
34.—(1) Any finance company which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
14 finance (2) Any company which contravenes subsection (1) 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 thereof during which the offence continues after conviction.

Interpretation of sections 34A to 39 34A.
In this section and sections 35 to 39, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to a finance company, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the finance company, or acting in an equivalent capacity in relation to the finance company; “relevant business” means any business of a finance company — (a) which the Authority has assumed control of under section 35; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 35; “statutory adviser” means a statutory adviser appointed under section 35; “statutory manager” means a statutory manager appointed under section 35.”; (h) by repealing sections 35 to 39 and substituting the following sections: 15 “Action by Authority if finance company unable to meet obligations, etc.
35.—(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) a finance company 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; (b) a finance company becomes unable to meet its suspends insolvent, or is obligations, or payments; (c) the Authority is of the opinion that a finance company — (i) is carrying on its business in a manner likely to be detrimental to the interests of its depositors or creditors; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its to suspend obligations, or payments; is about (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition attached to its licence; or (d) the Authority considers it in the public interest to do so.
(2) Subject to subsection (1), the Authority may — (a) require the finance company 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; 16 (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the finance company on the proper management of such of the business of the finance company as the Authority may determine; or (c) assume control of and manage such of the business of the finance company 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) Where the Authority appoints 2 or more persons as the statutory manager of a finance company, the Authority shall 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(4) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 15(1)(c)(ii), do one or more of the following: (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.
17 (5) No liability shall be 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.
imposed the Authority (6) Any finance company that fails to comply with a requirement under by subsection (2)(a) 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 35 36.—(1) Upon assuming control of the relevant business of a finance company, the Authority or statutory manager, as the case may be, shall 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 a finance company, the Authority or statutory manager — (a) shall manage the relevant business of the finance company in the name of and on behalf of the finance company; and (b) shall be deemed to be an agent of the finance company.
(3) In managing the relevant business of a finance company, the Authority or statutory manager — 18 (a) shall take into consideration the interests of the depositors of the finance company; and (b) shall have all the duties, powers and functions of the members of the board of directors of the finance company (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of finance company, the including powers of delegation, in relation to the relevant business of the finance company; but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the finance company under the Companies Act or the constitution of the finance company.
(4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a finance company by the Authority or statutory manager, any appointment of a person as the chief executive or a director of the finance company, which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the finance company, for the person to remain in the appointment.
(5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a finance company, except with the approval of the Authority, no person shall be appointed as the chief executive or a director of the finance company.
(6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive or a director of a finance company, the Authority may at any time, by notice in writing to the person and the the finance company, that approval, and revoke 19 appointment shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive or a director of a finance company is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive or a director of the finance company during the period when the Authority or statutory manager is in control of the relevant business of the finance company — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive or a director of a finance company in contravention of subsection (5) acts or purports to act as the chief executive or a director of the finance company during the period when the Authority or statutory manager is in control of finance company — relevant business of the the (a) the act or purported act of the person shall be 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 a finance company — (a) if there between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and 20 (ii) a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office holder, or the board of directors, of the finance company, referred in the direction or decision sub-paragraph (i) shall, to the extent of the the conflict or direction in sub-paragraph (ii); and inconsistency, prevail over to decision referred or to (b) no person shall exercise any voting or other right attached to any share in the finance company in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 $20,000 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 $2,000 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to a finance company, means the memorandum of association and articles of association of the finance company.
Duration of control 37.—(1) The Authority shall cease to be in control of the relevant business of a finance company when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or 21 (b) it is no longer necessary for the protection of the depositors of the finance company.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of a finance company on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of a finance company 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) it is no longer necessary for the protection of the depositors of the finance company; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the finance company.
(4) The Authority shall, 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 a finance company; (b) the cessation of the Authority’s control of the relevant business of a finance company; (c) the appointment of a statutory manager in relation to the relevant business of a finance company; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of a finance company.
22 Responsibilities of officers, member, etc., of finance company 38.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a finance company — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the finance company to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the High Court may specify, any property, book, accounts, record or other documents, whether in electronic, print or other form, of is comprised in, forms part of or relates to the relevant business of the finance company, and which is in the person’s possession or control; and finance company which the (b) any person who has ceased to be or who is still any chief executive, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the finance company shall 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 finance company, within such time and in such manner as may be specified by the Authority or statutory manager.
23 (2) Any person who — (a) without reasonable excuse, fails to comply with subsection (1)(b); or (b) in purported compliance with subsection (1)(b), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 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 $2,000 for every day or part thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 39.
The Authority may at any the remuneration and expenses to be paid by a finance company — time fix (a) to a statutory manager or statutory adviser appointed in relation to the finance company, the appointment has been whether or not revoked; and (b) where the Authority has assumed control of the relevant business of the finance company, to the Authority and any person authorised or appointed by the Authority under section 42 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.”; (i) by inserting, immediately after section 39, the following Part: 24 “PART VIA VOLUNTARY TRANSFER OF BUSINESS Interpretation of this Part 39A.
In requires — this Part, unless the context otherwise “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means a finance company, or a company which has applied or will be applying for a licence to carry on financing business in Singapore, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Part; “transferor” means a finance company the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Part.
Voluntary transfer of business 39B.—(1) A transferor may transfer the whole or any part of its business (including any business that is not financing business) to a transferee, if — (a) the Authority has consented to the transfer; 25 (b) the transfer involves the whole or any part of the financing business of the transferor; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of a finance company to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the the transferor prudently and comply with provisions of this Act.
(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 thereof) under this Part.

(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
(7) The Authority may require a person to furnish, within the period and in the manner specified by the Authority, any the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Part.
information or document that (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 26 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 $20,000 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 $2,000 for every day or part thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 39C.—(1) A transferor shall 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 Part.
(2) Before making an application under subsection (1) — (a) the transferor shall 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 shall obtain the consent of the Authority under section 39B(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary; (d) the transferor shall, at least 15 days before the application is made but not earlier than one 27 to the after referred month in report 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; in Singapore, respective offices (e) the transferor and the transferee shall keep at their for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the in the notice publication of paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 39B(1)(a) to the transfer.
28 (5) The Court may, after taking into consideration 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 granted a licence by the Authority, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being granted a licence 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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the 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.
29 (8) Any order under subsection (7) may — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have 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 shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; 5 10 15 (j) by repealing section 45; (k) by repealing section 47 and substituting the following section: 20 25 30 “Disqualification or removal of director or executive officer 47.—(1) Notwithstanding the provisions of any other written law, a finance company shall not, without the prior written consent of the Authority, permit a person to act as its director or executive officer, if the person — (a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 5(k) the Financial Institutions (Miscellaneous of Amendments) Act 2013, being an offence — (i) involving fraud or dishonesty; (ii) the conviction for which involved a finding fraudulently or acted that he had dishonestly; or 31 (iii) that is specified in the Third Schedule to of Criminals Act the Registration (Cap.
268); (b) is an undischarged bankrupt, whether in Singapore or elsewhere; (c) has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part; (d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation; (e) 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 of the Securities and Futures Act (Cap.
289) made against him that remains in force; or (f) has been a director of, or directly concerned in the management of, a financial institution, whether in Singapore or elsewhere — regulated (i) which is being or has been wound up by a court; or (ii) the approval, authorisation, designation, recognition, licence of registration or 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 foreign country or territory.
that in (2) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director or an executive officer of a finance company — 32 (a) has wilfully contravened or wilfully caused the finance company to contravene any provision of this Act; (b) has, without reasonable excuse, failed to secure the compliance of the finance company 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 (c) has failed to discharge any of the duties of his office, the Authority may, if it thinks it necessary in the public interest or for the protection of the depositors or creditors of the finance company, by notice in writing to the finance company, direct the finance company 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 finance company shall comply with the notice.
(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a director or an executive officer of a finance company 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.
(4) Before directing a finance company to remove a employment under from his office or person subsection (2), the Authority shall — (a) give the finance company and the person notice in writing of its intention to do so; and (b) in the notice referred to in paragraph (a), call upon the finance company and the person to show cause, within such time as may be specified in the notice, why the person should not be removed.
33 (5) If the finance company and the person referred to in subsection (4) — (a) fail to show cause within the time specified under subsection (4)(b) or within such extended period of time as the Authority may allow; or (b) fail to show sufficient cause, the Authority may direct the finance company to remove the person under subsection (2).
(6) Any finance company which, or any director or executive officer of a finance company who, is aggrieved by a direction of the Authority under subsection (2) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision shall be final.
finance (7) Any company which contravenes subsection (1) or fails to comply with a notice issued 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 thereof during which the offence continues after conviction.
(8) No criminal or civil liability shall be incurred by a finance company, or any person acting on behalf of the finance company, 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 the obligations of the finance company under this section.
(9) In requires — this section, unless the context otherwise “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; 34 “regulatory authority”, in relation to a foreign country or territory, means an authority of the territory exercising any foreign country or 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.”; 5 (l) by deleting subsection (2) of section 48; (m) by inserting, immediately after section 48, the following 10 sections: “Composition of offences 15 20 25 30 in 48A.—(1) The Authority may, its discretion, compound any offence under is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence.
this Act which (2) The Authority may, in its discretion, compound any offence under this Act (including an offence under a provision which has been repealed) which — (a) was compoundable under this section at the time the offence was committed; but (b) has ceased to be so compoundable, by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence at the time it was committed.
(3) On payment of the sum of money referred to in subsection (1) or (2), no further proceedings shall be taken against that person in respect of the offence.

(4) The Authority may make regulations to prescribe the offences which may be compounded.

35 (5) All sums collected by the Authority under subsection (1) or (2) shall be paid into the Consolidated Fund.

Recovery of fees, expenses, etc.

48B.
There shall be recoverable as a civil debt due to the Authority from the finance company concerned — (a) the amount of any fees payable under section 6(7); and (b) any remuneration and expenses payable by the finance company to — (i) a statutory adviser appointed under section 35(2); (ii) a statutory manager appointed under section 35(2); (iii) the Authority or any person authorised or appointed under section 42 in relation to the Authority’s assumption of control of any business of the finance company under section 35; and the Authority by (iv) any person appointed to perform any independent assessment under Part VIA.”; and (n) by inserting, immediately after the words “the Companies Act (Cap.
50)” in section 54(1), the words “and Part IVB of the Monetary Authority of Singapore Act (Cap.

186)”.

5 10 15 20 25 Amendment of Government Securities Act 6.

Section 29D of the Government Securities Act (Cap.
121A) is amended — (a) by inserting, immediately after subsection (3), the following 30 subsection: 36 “(3A) A financial penalty collected by the Authority under subsection (3) shall be paid into the Consolidated Fund.”; and (b) by deleting subsection (9) and substituting the following 5 subsection: “(9) The Authority may recover on behalf of the Government any financial penalty ordered under subsection (3) as though the financial penalty were a civil debt due to the Authority.”.
10 Amendment of Money-changing and Remittance Businesses Act 7.

The Money-changing and Remittance Businesses Act (Cap.
187) is amended — (a) by inserting, immediately after section 12, the following section: 15 20 25 30 “Removal of partner, director or executive officer 12A.—(1) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of a licensee which is incorporated in Singapore, or a partner or an executive officer of a licensee — (a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 7(a) the Financial Institutions (Miscellaneous of Amendments) Act 2013, being an offence — (i) involving fraud or dishonesty; (ii) the conviction for which involved a finding fraudulently or acted that he had dishonestly; or (iii) that is specified in the Third Schedule to of Criminals Act the Registration (Cap.
268); 37 (b) is an undischarged bankrupt, whether in Singapore or elsewhere; (c) has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part; (d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation; (e) 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 of the Securities and Futures Act (Cap.
289) made against him that remains in force; (f) has been a director of, or directly concerned in the management of, a financial institution, whether in Singapore or elsewhere — regulated (i) which is being or has been wound up by a court; or (ii) the approval, authorisation, designation, recognition, licence of registration or 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 foreign country or territory; that in (g) has wilfully contravened or wilfully caused the licensee to contravene any provision of this Act; (h) has, without reasonable excuse, failed to secure the compliance of the licensee 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 38 (i) has failed to discharge any of the duties of his office, the Authority may, if it thinks it necessary in the public interest or for the protection of the customers of the licensee, by notice in writing to the licensee, direct the licensee to remove the partner, 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 licensee shall comply with the notice.
(2) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a partner, a director or an executive officer of a licensee has failed to discharge the duties of his office for the purposes of subsection (1)(i), have regard to such criteria as may be prescribed.
(3) Before directing a licensee to remove a person from his office or employment under subsection (1), the Authority shall — (a) give the licensee and the person notice in writing of its intention to do so; and (b) in the notice referred to in paragraph (a), call upon the licensee and the person to show cause, within such time as may be specified in the notice, why the person should not be removed.
(4) If the licensee and the person referred to in subsection (3) — (a) fail to show cause within the time specified under subsection (3)(b) or within such extended period of time as the Authority may allow; or (b) fail to show sufficient cause, the Authority may direct the licensee to remove the person under subsection (1).
39 (5) Any licensee which, or any partner, director or executive officer of a licensee who, is aggrieved by a direction of the Authority under subsection (1) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision shall be final.
(6) Any licensee which fails to comply with a notice issued under 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 thereof during which the offence continues after conviction.
(7) No criminal or civil liability shall be incurred by a licensee, or any person acting on behalf of the licensee, 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 the obligations of the licensee under this section.
(8) In requires — this section, unless the context otherwise “executive officer”, in relation to a licensee, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the licensee; and (b) is concerned with or takes part in the management of the licensee on a day-to-day basis; “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 territory exercising any foreign country or 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.”; 5 (b) by inserting, immediately after subsection (1) of section 29, the following subsection: “(1A) The Authority may, in its discretion, compound any offence under this Act or any regulations made thereunder (including an offence under a provision which has been repealed) which — (a) was compoundable under this section at the time the offence was committed; but (b) has ceased to be so compoundable, by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed it was committed.”; that offence at time the for (c) by deleting the words “such sum of money” in section 29(2) and substituting the words “the sum of money referred to in subsection (1) or (1A)”; and (d) by deleting subsection (3) of section 29 and substituting the following subsection: “(3) All sums collected by the Authority under subsection (1) or (1A) shall be paid into the Consolidated Fund.”.
10 15 20 25 Amendment of Payment Systems (Oversight) Act 8.

The Payment Systems (Oversight) Act (Cap.
222A) is amended — 30 (a) by inserting, immediately after the definition of “director” in section 2(1), the following definition: 41 “ “executive officer”, in relation to an operator or a settlement institution of a payment system, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the operator or settlement institution, as the case may be; and (b) is concerned with or takes part in the management of the operator or settlement institution, as the case may be, on a day-to- day basis;”; (b) by deleting subsections (1) to (6) of section 22 and substituting the following subsections: “(1) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of a Singapore operator or Singapore settlement institution of a designated payment system, or an executive officer of an operator or a settlement institution of a designated payment system — (a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8(b) of the Financial Institutions (Miscellaneous Amendments) Act 2013, being an offence — (i) involving fraud or dishonesty; (ii) the conviction for which involved a finding fraudulently or acted that he had dishonestly; or (iii) that is specified in the Third Schedule to of Criminals Act the Registration (Cap.
268); (b) is an undischarged bankrupt, whether in Singapore or elsewhere; 42 (c) has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part; (d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation; (e) has had a prohibition order under section 59 of (Cap.
110), the Financial Advisers Act section 35V of the Insurance Act (Cap.

142) or section 101A of the Securities and Futures Act (Cap.
289) made against him that remains in force; (f) has been a director of, or directly concerned in financial the management of, a institution, whether in Singapore or elsewhere — regulated (i) which is being or has been wound up by a court; or (ii) the approval, authorisation, designation, recognition, licence of registration or 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 foreign country or authority territory; that in (g) has wilfully contravened or wilfully caused the operator or settlement institution to contravene any provision of this Act; (h) has, without reasonable excuse, failed to secure the compliance of the operator or settlement institution 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 43 (i) 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, by notice in writing to the operator or settlement institution, direct the operator or settlement institution 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 operator or settlement institution shall comply with the notice.
(2) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a director or an executive officer of an operator or a settlement institution of a designated payment system has failed to discharge the duties of his office for the purposes of subsection (1)(i), have regard to such criteria as may be prescribed.
(3) Subject to subsection (4), the Authority shall not direct an operator or a settlement institution of a designated payment system to remove a person from his office or employment under subsection (1) without institution an giving opportunity to be heard.
the operator or settlement (4) The Authority may direct an operator or a settlement institution of a designated payment system to remove a person from his office or employment under subsection (1) on any of the following grounds without institution an giving opportunity to be heard: the operator or settlement (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 44 section 8(b) of (Miscellaneous Amendments) Act 2013 — the Financial Institutions 5 10 15 (i) involving fraud or dishonesty, or the conviction for which involved a finding that he had fraudulently or acted dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more.
(5) Where the Authority directs an operator or a settlement institution of a designated payment system to remove a person from his office or employment under subsection (1), the Authority need not give that person an opportunity to be heard.
(6) An operator or a settlement institution of a designated payment system which is aggrieved by a direction of the Authority under subsection (1) may, within 30 days after the operator or settlement institution is notified of the direction, appeal in writing to the Minister, whose decision shall be final.”; 20 (c) by deleting subsections (9) and (10) of section 22 and substituting the following subsections: “(9) An operator or a settlement institution of a designated payment system which fails to comply with a notice 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 thereof during which the offence continues after conviction.
(10) No criminal or civil liability shall be incurred by an operator or a settlement institution of a designated payment system, or any person acting on behalf of the operator or settlement institution, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the 25 30 35 45 discharge or purported discharge of the obligations of the operator or settlement institution under this section.
(11) 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 territory exercising any foreign country or 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; “Singapore operator” means an operator which is incorporated in Singapore; “Singapore settlement a settlement institution which is incorporated in Singapore.”; institution” means 5 10 15 20 (d) by deleting directors” substituting the words “director or executive officer”; the words “chief executive officer and the section heading of section 22 and in 25 (e) by inserting, immediately after section 28, the following sections: 30 “Responsibilities of officers, member, etc., of operator or settlement institution 28A.—(1) During the period when the Authority, or a person directed by the Authority under section 28(1)(c) (referred to in this section as the directed person), is in control of the operations of an operator or a settlement institution of a designated payment system — 46 (a) the High Court may, on an application by the Authority or directed person, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the operator or settlement institution to pay, deliver, convey, surrender or transfer to the Authority or directed person, within such period as the High Court may specify, any property, book, accounts, record or other documents, whether in electronic, print or other form, of the operator or settlement institution which is comprised in, forms part of or relates to the
 operations of the operator or settlement the institution, and which person’s possession or control; and in is (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the operator or settlement institution shall give to the Authority or directed person such information as the Authority or directed person may require for the discharge of the Authority’s or directed person’s duties or functions, or the exercise of the Authority’s or directed person’s powers, in relation to the operator or settlement institution, within such time and in such manner as may be specified by the Authority or directed person.
(2) Any person who — (a) without reasonable excuse, fails to comply with subsection (1)(b); or (b) in purported compliance with subsection (1)(b), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly 47 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 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
Interpretation of sections 28B, 28C and 28D 28B.

In this section and sections 28C and 28D, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means a person who is carrying on, or who intends to carry on, in Singapore the usual business of an operator or a settlement institution of a designated payment system, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under section 28C(1); “transferor” means an operator or a settlement institution of a designated payment system the whole or any part of the business of which is, is to be, or is proposed to be transferred under section 28C(1).
48 Voluntary transfer of business 28C.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an operator or a settlement institution of a designated payment system) 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 operator or a settlement institution of a designated payment system; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of an operator or a settlement institution of a designated payment system to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the the transferor prudently and comply with provisions of this Act.
(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 thereof) under subsection (1).

(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
(7) The Authority may require a person to furnish, within the period and in the manner specified by the 49 information or document Authority, any the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this section and section 28D.
that (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 $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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 28D.—(1) A transferor shall 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 section 28C(1).
(2) Before making an application under subsection (1) — (a) the transferor shall lodge with the Authority a report setting out such details of the transfer and 50 furnish such supporting documents as Authority may specify; the (b) the transferor shall obtain the consent of the Authority under section 28C(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at their for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of in the notice paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — 51 (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 28C(1)(a) to the transfer.
(5) The Court may, after taking into consideration 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 identified under section 7(2) as the operator or settlement institution of the designated payment system, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being so identified.
(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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; 52 (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 — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have 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 53 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 shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; (f) by inserting, immediately after the words “one half of” in section 50(1), the words “the amount of”; (g) by inserting, immediately after subsection (1) of section 50, the following subsection: “(1A) The Authority may, in its discretion, compound any offence under this Act (including an offence under a provision which has been repealed) which — (a) was compoundable under this section at the time the offence was committed; but (b) has ceased to be so compoundable, 54 by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed it was committed.”; that offence at time the for (h) by deleting the words “such sum of money” in section 50(2) and substituting the words “the sum of money referred to in subsection (1) or (1A)”; (i) by deleting subsection (4) of section 50 and substituting the following subsection: “(4) All sums collected by the Authority under subsection (1) or (1A) shall be paid into the Consolidated Fund.”; (j) by repealing section 55 and substituting the following section: “Directions and notices need not be published in Gazette 55.
It shall not be necessary to publish any written direction or notice in writing given by the Authority under this Act in the Gazette.”; and (k) by deleting subsection (7) of section 57 and substituting the following subsection: “(7) It shall not be necessary to publish any code, guideline, policy statement or practice note issued under this section in the Gazette.”.

Amendment of Securities and Futures Act 9.—(1) The Securities and Futures Act (Cap.
289) is amended — (a) by inserting, immediately after the definition of “entity” in section 2(1), the following definition: “ “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 recognised clearing house, an approved holding company, the holder of a capital markets services licence, or any other corporation, means any person, by whatever name called, who is — the arrangement with, (a) in the direct employment of, or acting for or approved by exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house, recognised approved holding company, holder of a capital other or markets corporation, as the case may be; and clearing services licence, house, (b) concerned with or in takes part the management of the approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, recognised approved clearing house, approved holding company, holder of a capital markets services licence, or other corporation, as the case may be, on a day-to-day basis;”; clearing house, (b) by inserting, after section 13(1), the following paragraph: immediately paragraph (d) of “(da) upon the Authority exercising any power under section 44B(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;”; (c) by repealing section 31; (d) by inserting, immediately after section 44, the following sections: 56 “Interpretation of sections 44A to 44F 44A.
In this section and sections 44B to 44F, 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 — (a) which the Authority has assumed control of under section 44B; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 44B; “statutory adviser” means a statutory adviser appointed under section 44B; “statutory manager” means a statutory manager appointed under section 44B.
Action by Authority if approved exchange or recognised market operator unable to meet obligations, etc.
44B.—(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 57 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; (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 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 to suspend payments; is about (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 8(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 the case may be) (as 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; 58 (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the 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 (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 an approved exchange, or a recognised market operator, which 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 approved exchange or recognised market operator (as the case may be) under subsection (2) shall only be in relation to — is (a) the business or affairs of the approved exchange or recognised market operator (as the case may be) carried on in, or managed in or from, Singapore; or (b) the property of the approved exchange or recognised market operator (as the case may be) located in Singapore, or reflected in the books of the approved exchange or recognised market operator (as the case may be) in Singapore, as the case may be, in relation to its operations in Singapore.
(4) Where the Authority appoints 2 or more persons as the statutory manager of an approved exchange or a recognised market operator, the Authority shall specify, 59 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 13(1)(da), do one or more of the following: (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 shall be 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 44B 44C.—(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, shall 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 — (a) shall 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) shall be deemed 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) shall take into consideration the interests of the public or the section of the public referred to in section 44B(1)(c)(i), and the need to protect investors; and 61 (b) shall have all the duties, powers and functions of the members of the board of directors of the recognised market approved exchange or 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 shall require 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) Notwithstanding any written law or rule of law, 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, shall be deemed to 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) Notwithstanding any written law or rule of law, 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, except with the approval of the Authority, no person shall be appointed as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be).
62 (6) Where the Authority has given its approval under subsection (4) or (5) to 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 shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of an approved exchange or a under operator recognised market 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 the approved exchange or recognised market operator (as the case may be) — revoked is (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, 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 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 shall be invalid and of no effect; and 63 (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 between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and officer, (ii) a direction or decision given by any chief executive 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), referred in the direction or decision sub-paragraph (i) shall, to the extent of the the conflict or in direction sub-paragraph (ii); and inconsistency, prevail over to decision referred or to (b) no person shall 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, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 further fine not exceeding 64 $15,000 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to an approved exchange or a recognised market operator, means the memorandum of association and articles of association of the approved exchange or recognised market operator (as the case may be).
Duration of control 44D.—(1) The Authority shall cease to be in control of the relevant business of an approved exchange or a recognised market operator when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 44B(1)(c)(i) or for the protection of investors.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of an approved exchange or a recognised market operator on the date of his 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 44B(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the approved exchange or recognised market operator (as the case may be).
(4) The Authority shall, 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 44E.—(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 has ceased to be or who is still any chief executive officer, director, member, executive 66 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 (b) any person who has ceased to be or who is still any 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) shall 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 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.
the Authority’s or (2) Any person who — (a) without reasonable excuse, fails to comply with subsection (1)(b); or (b) in purported compliance with subsection (1)(b), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly 67 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 44F.—(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), the appointment has been whether or not revoked; and (b) where the Authority has assumed control of the relevant business of the approved exchange or 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) shall 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.”; (e) by inserting, immediately after section 46, the following Division: 68 “Division 5 — Voluntary Transfer of Business of Approved Exchange or Recognised Market Operator Interpretation of this Division 46AA.
In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of 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; “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 46AAA.—(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 — 69 (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 to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.
(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 thereof) under this Division.

(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
(7) The Authority may require a person to furnish, within the period and in the manner specified by the the Authority, any Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.
information or document that 70 (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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 46AAB.—(1) A transferor shall 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 shall lodge with the Authority a report setting out such details of the transfer and the furnish such supporting documents as Authority may specify; (b) the transferor shall obtain the consent of the Authority under section 46AAA(1)(a); 71 (c) the transferor and the transferee shall, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at their for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the in the notice publication of paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective participants affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

5 10 15 20 25 30 72 (4) The Court shall not approve the transfer if the Authority has not consented under section 46AAA(1)(a) to the transfer.
(5) The Court may, after taking into consideration 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 shall take effect only in the event of the transferee being approved as an approved exchange or recognised as a recognised market 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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; (d) the dissolution, without winding up, of the transferor; (e) the provisions to be made for persons who are affected by the transfer; 73 (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 — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have 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.
74 (12) Where an order is made under this section, the transferor and the transferee shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; 5 10 15 20 (f) by inserting, immediately after paragraph (d) of section 81Z(1), the following paragraph: “(da) upon the Authority exercising any power under section 81ZGC(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;”; (g) by inserting, immediately after section 81ZG, the following sections: 25 30 “Information of insolvency, etc.

81ZGA.—(1) Any approved holding company which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has 75 suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
(2) Any approved holding company 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 thereof during which the offence continues after conviction.

Interpretation of sections 81ZGB to 81ZGG 81ZGB.
In this section and sections 81ZGC to 81ZGG, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to an approved holding the company, means any person acting as liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved holding company, or acting in an equivalent capacity in relation to the approved holding company; “relevant business” means any business of an approved holding company — (a) which the Authority has assumed control of under section 81ZGC; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 81ZGC; “statutory adviser” means a statutory adviser appointed under section 81ZGC; “statutory manager” means a statutory manager appointed under section 81ZGC.
76 Action by Authority if approved holding company unable to meet obligations, etc.
81ZGC.—(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 holding company 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; informs (b) an approved holding company becomes unable to meet its obligations, or is insolvent, or suspends payments; (c) the Authority is of the opinion that an approved holding company — (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 the protection of investors, or to the objectives specified in section 81T; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or to suspend payments; is about (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or under imposed on it restriction section 81W(1) or (2); or (d) the Authority considers it in the public interest to do so.
(2) Subject to subsections (1) and (3), the Authority may — 77 (a) require the holding approved company 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; (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved holding company on the proper management of such of the business of the approved holding company as the Authority may determine; or (c) assume control of and manage such of the business of the approved holding company 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 an approved holding company 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 approved holding company under subsection (2) shall only be in relation to — (a) the business or affairs of the approved holding company carried on in, or managed in or from, Singapore; or (b) the property of the approved holding company located in Singapore, or reflected in the books of the approved holding company in Singapore, as the case may be, in relation to its operations in Singapore.
(4) Where the Authority appoints 2 or more persons as the statutory manager of an approved holding company, the Authority shall specify, in the terms and conditions 78 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 81Z(1)(da), do one or more of the following: (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 shall be 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 holding company that fails to comply with a requirement imposed by the Authority 79 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 81ZGC 81ZGD.—(1) Upon assuming control of the relevant business of an approved holding company, the Authority or statutory manager, as the case may be, shall 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 holding company, the Authority or statutory manager — (a) shall manage the relevant business of the approved holding company in the name of and on behalf of the approved holding company; and (b) shall be deemed to be an agent of the approved holding company.
(3) In managing the relevant business of an approved holding company, the Authority or statutory manager — (a) shall take into consideration the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i), and the need to protect investors; and (b) shall have all the duties, powers and functions of the members of the board of directors of the approved holding company (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of the approved holding of delegation, in relation to the relevant business of the approved holding company; but nothing in company, including powers 80 this paragraph shall require the Authority or statutory manager to call any meeting of the approved holding company under the Companies Act or the constitution of the approved holding company.
(4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of an approved holding company by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved holding company, which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the approved holding company, for the person to remain in the appointment.
(5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of an approved holding company, except with the approval of the Authority, no person shall be appointed as the chief executive officer or a director of the approved holding company.
(6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved holding company, the Authority may at any time, by notice in writing to the person and the approved holding company, revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of an approved holding company 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 holding company during the 81 period when the Authority or statutory manager is in control of the relevant business of the approved holding company — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive officer or a director of an approved holding company in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved holding company during the period when the Authority or statutory manager is in control of the relevant business of the approved holding company — (a) the act or purported act of the person shall be 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 holding company — (a) if there between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and (ii) a direction or decision given by any chief executive director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved holding company, officer, in the direction or decision sub-paragraph (i) shall, to the extent of the referred to 82 conflict or direction sub-paragraph (ii); and or inconsistency, prevail over to decision referred the in (b) no person shall exercise any voting or other right attached to any share in the approved holding company in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to an approved holding company, means the memorandum of association and articles of association of the approved holding company.
Duration of control 81ZGE.—(1) The Authority shall cease to be in control of the relevant business of an approved holding company when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i) or for the protection of investors.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of an approved 83 holding company on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of an approved holding company 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the approved holding company.
(4) The Authority shall, 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 holding company; (b) the cessation of the Authority’s control of the relevant business of an approved holding company; (c) the appointment of a statutory manager in relation to the relevant business of an approved holding company; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved holding company.
84 Responsibilities of officers, member, etc., of approved holding company 81ZGF.—(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved holding company — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved holding company 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 holding company which is comprised in, forms part of or relates to the relevant business of the approved holding company, and which is in the person’s possession or control; and (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved holding company shall 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 statutory manager’s powers, in relation to the approved holding company, within such time and in such manner as may be specified by the Authority or statutory manager.
the Authority’s or (2) Any person who — 85 (a) without reasonable excuse, fails to comply with subsection (1)(b); or (b) in purported compliance with subsection (1)(b), any false or knowingly or information or document that misleading in a material particular, furnishes is recklessly 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 81ZGG.—(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved holding company — (a) to a statutory manager or statutory adviser appointed in relation to the approved holding company, whether or not the appointment has been revoked; and (b) where the Authority has assumed control of the relevant business of the approved holding company, 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 holding company shall reimburse the Authority any remuneration and expenses payable by the approved holding company to a statutory manager or statutory adviser.”; 86 (h) by inserting, immediately after section 81ZL, the following Division: “Division 3 — Voluntary Transfer of Business of Approved Holding Company Interpretation of this Division 81ZM.
In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means an approved holding company, 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 holding company, 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; “transferor” means an approved holding company 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 81ZN.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the 87 usual business of an approved holding company) 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 holding company; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of an approved holding company to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.
(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 thereof) under this Division.

(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
(7) The Authority may require a person to furnish, within the period and in the manner specified by the the Authority, any Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.
information or document that (8) Any person who — 88 (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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is the to furnish under subsection (7), required information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 81ZO.—(1) A transferor shall 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 shall 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 shall obtain the consent of the Authority under section 81ZN(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective shareholders a 89 summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at for their inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of in the notice paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective shareholders affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 81ZN(1)(a) to the transfer.
90 (5) The Court may, after taking into consideration 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 holding company by the Authority, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being approved as an approved holding company 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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the 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 — 91 (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have 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 shall 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 92 (b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; (i) by inserting, after section 95(2), the following paragraph: immediately paragraph (e) of “(ea) upon the Authority exercising any power under section 97E(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 holder, the Authority considers that it is in the public interest to revoke the licence;”; (j) by deleting subsection (1) of section 97 and substituting the following subsections: “(1) Notwithstanding the provisions of any other written law — (a) a holder of a capital markets services licence shall not, without the prior written consent of the Authority, permit a person to act as its executive officer; and (b) a holder of a capital markets services licence which is incorporated in Singapore shall not, the without Authority, permit a person to act as its director, the prior written consent of 93 if the person — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after of date the section 9(1)(j) of Institutions (Miscellaneous Amendments) Act 2013, being an offence — commencement the Financial of (A) involving fraud or dishonesty; (B) the conviction for which involved a finding fraudulently or acted that he had dishonestly; or (C) that is specified in the Third Schedule to of Criminals Act the Registration (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 compromise or scheme of arrangement that is still in operation; (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 made against him that remains in force; or (vi) has been a director of, or directly concerned in financial the management of, a institution, whether in Singapore or elsewhere — regulated (A) which is being or has been wound up by a court; or 94 (B) the approval, authorisation, designation, recognition, licence of registration or 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 foreign country or authority territory.
that in (1A) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of a holder of a capital markets services licence which is incorporated in Singapore, or an executive officer of a holder of a capital markets services licence — (a) has wilfully contravened or wilfully caused the holder to contravene any provision of this Act; (b) has, without reasonable excuse, failed to secure the compliance of the holder 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 (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 for the protection of investors, by notice in writing to the holder, direct the holder 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 holder shall comply with the notice.”; (k) by deleting subsections (2) and (3) of section 97 and substituting the following subsections: “(2) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, 95 when determining whether a director or an executive officer of a holder of a capital markets services licence has failed to discharge the duties of his office for the purposes of subsection (1A)(c), have regard to such criteria as may be prescribed or as may be specified in written directions.
(3) The Authority shall not direct a holder of a capital markets services licence to remove a person from his office under subsection (1A) without giving the holder an opportunity to be heard.”; (l) by deleting subsection (4) of section 97; (m) by deleting subsection (5) of section 97 and substituting the following subsection: “(5) Where the Authority directs a holder of a capital markets services licence to remove a person from his office or employment under subsection (1A), the Authority need not give that person an opportunity to be heard.”; (n) by inserting, immediately after the words “in respect of anything done” in section 97(6), the words “(including any statement made)”; (o) by inserting, immediately after subsection (6) of section 97, the following subsection: “(7) 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 territory exercising any foreign country or function that corresponds to a regulatory function 96 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.”; (p) by inserting, immediately after section 97B, the following 5 sections: “Information of insolvency, etc.
97C.—(1) Any holder of a capital markets services licence which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
(2) Any holder of a capital markets services licence 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 thereof during which the offence continues after conviction.

Interpretation of sections 97D to 97I 97D.
In this section and sections 97E to 97I, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to a holder of a capital markets services licence, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the holder, or acting in an equivalent capacity in relation to the holder; “relevant business” means any business of a holder of a capital markets services licence — (a) which the Authority has assumed control of under section 97E; or 10 15 20 25 30 97 (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 97E; “statutory adviser” means a statutory adviser appointed under section 97E; “statutory manager” means a statutory manager appointed under section 97E.
Action by Authority if holder of capital markets services licence unable to meet obligations, etc.
97E.—(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) a holder of a capital markets services licence 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; (b) a holder of a capital markets services licence becomes unable to meet its obligations, or is insolvent, or suspends payments; (c) the Authority is of the opinion that a holder of a capital markets services licence — (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 the protection of investors; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its to suspend obligations, or payments; is about (iii) has contravened any of the provisions of this Act; or 98 (iv) has failed to comply with any condition or restriction in its licence (being a condition or restriction imposed under section 88(1) or (2)); 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 holder of a capital markets services licence 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; (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the holder of a capital markets the proper management of such of the business of the holder as the Authority may determine; or licence on services (c) assume control of and manage such of the business of the holder of a capital markets services licence 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 holder of a capital markets services licence 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 holder under subsection (2) shall only be in relation to — (a) the business or affairs of the holder carried on in, or managed in or from, Singapore; or (b) the property of the holder located in Singapore, or reflected in the books of the holder in 99 Singapore, as the case may be, in relation to its operations in Singapore.
(4) Where the Authority appoints 2 or more persons as the statutory manager of a holder of a capital markets services licence, the Authority shall 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 95(2)(ea), do one or more of the following: (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 shall be 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; 100 (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 holder of a capital markets services licence 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 97E 97F.—(1) Upon assuming control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager, as the case may be, shall 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 a holder of a capital markets services licence, the Authority or statutory manager — (a) shall manage the relevant business of the holder in the name of and on behalf of the holder; and (b) shall be deemed to be an agent of the holder.
(3) In managing the relevant business of a holder of a the Authority or licence, capital markets services statutory manager — (a) shall take into consideration the interests of the public or the section of the public referred to in section 97E(1)(c)(i), and the need to protect investors; and (b) shall have all the duties, powers and functions of the members of the board of directors of the 101 holder (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of the holder, including powers of delegation, in relation to the relevant business of the holder; but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the holder under the Companies Act or the constitution of the holder.
(4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a holder of a capital markets services licence by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the holder, which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the holder, for the person to remain in the appointment.
(5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence, except with the approval of the Authority, no person shall be appointed as the chief executive officer or a director of the holder.
(6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of a holder of a capital markets services licence, the Authority may at any time, by notice in writing to the person and the holder, revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of a holder of a capital markets services licence is revoked under subsection (4) or (6), 102 acts or purports to act after the revocation as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive officer or a director of a holder of a capital markets services licence in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder — (a) the act or purported act of the person shall be 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 a holder of a capital markets services licence — (a) if there between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and (ii) a direction or decision given by any chief director, member, executive executive officer, employee, agent or office holder, or the board of directors, of the holder, officer, 103 the direction or decision referred to in sub- paragraph (i) shall, to the extent of the conflict or the direction or inconsistency, prevail over decision referred to in sub-paragraph (ii); and (b) no person shall exercise any voting or other right attached to any share in the holder in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to a holder of a capital markets services licence, means the memorandum of association and articles of association of the holder.
Duration of control 97G.—(1) The Authority shall cease to be in control of the relevant business of a holder of a capital markets services licence when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)(c)(i) or for the protection of investors.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of a holder of a 104 capital markets services licence on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the holder.
(4) The Authority shall, 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 a holder of a capital markets services licence; (b) the cessation of the Authority’s control of the relevant business of a holder of a capital markets services licence; (c) the appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of a holder of a capital markets services licence.
105 Responsibilities of officers, member, etc., of holder of capital markets services licence 97H.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder 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 is comprised in, forms part of or relates to the relevant business of the holder, and which is in the person’s possession or control; and the holder which (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder shall 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 holder, 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 106 (b) in purported compliance with subsection (1)(b), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 97I.—(1) The Authority may at any time fix the remuneration and expenses to be paid by a holder of a capital markets services licence — (a) to a statutory manager or statutory adviser appointed in relation to the holder, whether or not the appointment has been revoked; and (b) where the Authority has assumed control of the relevant business of the holder, to the Authority and any person appointed by the Authority under section 320 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.
relation in to (2) The holder of a capital markets services licence shall reimburse the Authority any remuneration and expenses payable by the holder to a statutory manager or statutory adviser.”; 30 (q) by inserting, immediately after section 99A, the following Division: 107 “Division 1A — Voluntary Transfer of Business of Holder of Capital Markets Services Licence Interpretation of this Division 99AA.
In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means a holder of a capital markets services licence, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of a holder of a capital markets services licence, 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; “transferor” means a holder of a capital markets services licence 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 99AB.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a holder of a capital markets services licence) to a transferee, if — 108 (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 a holder of a capital markets services licence; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of a holder of a capital markets services licence to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the the transferor prudently and comply with provisions of this Act.
(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 thereof) under this Division.

(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
(7) The Authority may require a person to furnish, within the period and in the manner specified by the Authority, any the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.
information or document that (8) Any person who — 109 (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 $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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is the to furnish under subsection (7), required information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 99AC.—(1) A transferor shall 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 shall 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 shall obtain the consent of the Authority under section 99AB(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective customers a 110 summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at for their inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of in the notice paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 99AB(1)(a) to the transfer.
111 (5) The Court may, after taking into consideration 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 granted a capital markets services licence by the Authority, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being granted a capital markets services licence 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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the 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 — 112 (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have 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 shall 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 113 (b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; (r) by inserting, after section 289, the following subsection: immediately subsection (4) of “(4A) Where, upon the Authority exercising any power under section 292D(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 an approved trustee, the Authority considers that it is in the public interest to do so, the Authority may — (a) revoke the approval granted to the approved trustee under this section; and (b) direct the manager for the collective investment scheme or schemes, which the approved trustee was acting for, to appoint a new trustee for the scheme or schemes.”; (s) by inserting, immediately after section 292, the following sections: 114 “Disqualification or removal of director or executive officer 292A.—(1) Notwithstanding the provisions of any other written law — (a) an approved trustee shall not, without the prior written consent of the Authority, permit a person to act as its executive officer; and (b) an approved trustee which is incorporated in Singapore shall 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 of date the after section 9(1)(s) of Institutions (Miscellaneous Amendments) Act 2013, being an offence — of the Financial commencement (A) involving fraud or dishonesty; (B) the conviction for which involved a finding fraudulently or acted that he had dishonestly; or (C) that is specified in the Third Schedule to of Criminals Act the Registration (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 115 with his creditors, being a compromise or scheme of arrangement that is still in operation; (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 made against him that remains in force; or (vi) has been a director of, or directly concerned in financial the management of, a institution, whether in Singapore or elsewhere — regulated (A) which is being or has been wound up by a court; or (B) the approval, authorisation, designation, recognition, licence of registration or 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 foreign country or territory.
that in (2) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of an approved trustee which is incorporated in Singapore, or an executive officer of an approved trustee — (a) has wilfully contravened or wilfully caused the approved trustee to contravene any provision of this Act; (b) has, without reasonable excuse, failed to secure the compliance of the approved trustee 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 (c) has failed to discharge any of the duties of his office, 116 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 to the approved trustee, direct the approved trustee 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 approved trustee shall comply with the notice.
(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a director or an executive officer of an approved trustee 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.
(4) Before directing an approved trustee to remove a employment under person subsection (2), the Authority shall — from his office or (a) give the approved trustee and the person notice in writing of its intention to do so; and (b) in the notice referred to in paragraph (a), call upon the approved trustee and the person to show cause, within such time as may be specified in the notice, why the person should not be removed.
(5) If the approved trustee and the person referred to in subsection (4) — (a) fail to show cause within the time specified under subsection (4)(b) or within such extended period of time as the Authority may allow; or (b) fail to show sufficient cause, the Authority may direct the approved trustee to remove the person under subsection (2).
(6) Any approved trustee which, or any director or is executive officer of an approved trustee who, 117 aggrieved by a direction of the Authority under subsection (2) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision shall be final.
(7) Any approved trustee which contravenes subsection (1) or fails to comply with a notice issued 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 thereof during which the offence continues after conviction.
(8) No criminal or civil liability shall be incurred by an approved trustee, or any person acting on behalf of the approved trustee, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the approved trustee under this section.
(9) In requires — this section, unless the context otherwise “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 territory exercising any foreign country or 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.
Information of insolvency, etc.

292B.—(1) Any approved trustee which is or is likely to become insolvent, which is or is likely to become 118 unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
(2) Any approved trustee which contravenes subsection (1) 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 thereof during which the offence continues after conviction.

Interpretation of sections 292C to 292H 292C.
In this section and sections 292D to 292H, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to an approved trustee, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved trustee, or acting in an equivalent capacity in relation to the approved trustee; “relevant business” means any business of an approved trustee — (a) which the Authority has assumed control of under section 292D; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 292D; “statutory adviser” means a statutory adviser appointed under section 292D; “statutory manager” means a statutory manager appointed under section 292D.
119 Action by Authority if approved trustee unable to meet obligations, etc.
292D.—(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 trustee 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; (b) an approved trustee becomes unable to meet its suspends insolvent, or is obligations, or payments; (c) the Authority is of the opinion that an approved trustee — (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 the protection of investors; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or to suspend payments; is about (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or under imposed on it restriction section 289(1) or (1A); or (d) the Authority considers it in the public interest to do so.
(2) Subject to subsections (1) and (3), the Authority may — 120 (a) require the approved trustee 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; (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved trustee on the proper management of such of the business of the approved trustee as the Authority may determine; or (c) assume control of and manage such of the business of the approved trustee 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) Where the Authority appoints 2 or more persons as the statutory manager of an approved trustee, the Authority shall 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(4) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 289(4A), do one or more of the following: (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; 121 (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.
(5) No liability shall be 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.
imposed the Authority (6) Any approved trustee that fails to comply with a requirement under by subsection (2)(a) 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 292D 292E.—(1) Upon assuming control of the relevant business of an approved trustee, the Authority or statutory manager, as the case may be, shall 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 trustee, the Authority or statutory manager — (a) shall manage the relevant business of the approved trustee in the name of and on behalf of the approved trustee; and 122 (b) shall be deemed to be an agent of the approved trustee.
(3) In managing the relevant business of an approved trustee, the Authority or statutory manager — (a) shall take into consideration the interests of the public or the section of the public referred to in section 292D(1)(c)(i), and the need to protect investors; and (b) shall have all the duties, powers and functions of the members of the board of directors of the approved trustee (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of trustee, including powers of delegation, in relation to the relevant business of the approved trustee; but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the approved trustee under the the Companies Act or approved trustee.
the constitution of the approved (4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of an approved trustee by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved trustee, which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the approved trustee, for the person to remain in the appointment.
(5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of an approved trustee, except with the approval of the Authority, no person shall be appointed as the chief executive officer or a director of the approved trustee.
123 (6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved trustee, the Authority may at any time, by notice in writing to the person and the approved trustee, revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of an approved trustee 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 trustee during the period when the Authority or statutory manager is in control of the relevant business of the approved trustee — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive in officer or a director of an approved contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved trustee during the period when the Authority or statutory manager is in control of the relevant business of the approved trustee — trustee (a) the act or purported act of the person shall be 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 trustee — (a) if there between — is any conflict or inconsistency 124 (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and (ii) a direction or decision given by any chief executive director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved trustee, officer, the direction or decision referred to in sub- paragraph (i) shall, to the extent of the conflict or inconsistency, prevail over the direction or decision referred to in sub-paragraph (ii); and (b) no person shall exercise any voting or other right attached to any share in the approved trustee in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 $100,000 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 $10,000 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to an approved trustee, means the memorandum of association and articles of association of the approved trustee.
Duration of control 292F.—(1) The Authority shall cease to be in control of the relevant business of an approved trustee when the Authority is satisfied that — 125 (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 292D(1)(c)(i) or for the protection of investors.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of an approved trustee on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of an approved trustee 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 292D(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the approved trustee.
(4) The Authority shall, 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 trustee; (b) the cessation of the Authority’s control of the relevant business of an approved trustee; 126 (c) the appointment of a statutory manager in relation to the relevant business of an approved trustee; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved trustee.
Responsibilities of officers, member, etc., of approved trustee 292G.—(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved trustee — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved trustee 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 trustee which is comprised in, forms part of or relates to the relevant business of the approved trustee, and which is in the person’s possession or control; and (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved trustee shall give to the Authority or the statutory manager such 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 information as 127 relation to the approved trustee, 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), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 292H.—(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved trustee — (a) to a statutory manager or statutory adviser appointed in relation to the approved trustee, whether or not the appointment has been revoked; and (b) where the Authority has assumed control of the relevant business of the approved trustee, 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.
128 (2) The approved trustee shall reimburse the Authority any remuneration and expenses payable by the approved trustee to a statutory manager or statutory adviser.”; and (t) by inserting, immediately after section 295C, the following 5 Subdivision: “Subdivision (2A) — Voluntary transfer of business of approved trustee Interpretation of this Subdivision 295D.
In this Subdivision, unless the context otherwise requires — “approved trustee” means a trustee for collective investment schemes which are authorised under section 286 and constituted as unit trusts; “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means an approved trustee, or a public company which has applied or will be applying for the Authority’s approval under section 289(1) to act as an approved trustee, to which the whole or any part of a transferor’s business is, is to be or is proposed this Subdivision; transferred under to be 10 15 20 25 30 129 “transferor” means an approved trustee the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Subdivision.
Voluntary transfer of business 295E.—(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 trustee) 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 trustee; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of an approved trustee to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.
(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 thereof) under this Subdivision.

(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
130 (7) The Authority may require a person to furnish, within the period and in the manner specified by the the Authority, any Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Subdivision.
information or document that (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 $100,000 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 $10,000 for every day or part thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 295F.—(1) A transferor shall 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 Subdivision.
(2) Before making an application under subsection (1) — 131 (a) the transferor shall lodge with the Authority a report setting out such details of the transfer and the furnish such supporting documents as Authority may specify; (b) the transferor shall obtain the consent of the Authority under section 295E(1)(a); (c) the transferor and the transferee shall, if they intend to serve on the participants of their investment schemes a respective collective summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at for their inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of in the notice paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on the participants of their respective collective investment schemes affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).
132 (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 295E(1)(a) to the transfer.
(5) The Court may, after taking into consideration 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 does not have the Authority’s approval under section 289(1) to act as an approved trustee, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee obtaining the Authority’s approval under section 289(1) to act as an approved trustee.
(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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; 133 (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the 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 — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made 134 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 shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”.
(2) The Securities and Futures Act in force immediately before the date of commencement of this subsection is amended — 30 (a) by inserting, immediately after paragraph (d) of section 46H(1), the following paragraph: “(da) upon the Authority exercising any power under section 46ZIB(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) 35 135 in relation to the corporation, the Authority considers that it is in the public interest to revoke the trade repository licence or foreign trade repository licence, as the case may be;”; 5 (b) by repealing section 46W; (c) by inserting, immediately before section 46ZJ in Division 4 of Part IIA, the following sections: 10 15 20 25 30 “Interpretation of sections 46ZIA to 46ZIF 46ZIA.
In this section and sections 46ZIB to 46ZIF, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to a licensed trade repository or licensed foreign trade repository, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the licensed trade repository or licensed foreign trade repository (as the case may be), or acting in an equivalent capacity in relation to the licensed trade repository or licensed foreign trade repository (as the case may be); “relevant business” means any business of a licensed trade repository or licensed foreign trade repository — (a) which the Authority has assumed control of under section 46ZIB; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 46ZIB; “statutory adviser” means a statutory adviser appointed under section 46ZIB; “statutory manager” means a statutory manager appointed under section 46ZIB.
136 Action by Authority if licensed trade repository unable to meet obligations, etc.
46ZIB.—(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) a licensed trade repository or licensed foreign trade repository 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; (b) a licensed trade repository or licensed foreign trade repository becomes unable to meet its obligations, or suspends payments; insolvent, or is (c) the Authority is of the opinion that a licensed trade repository or licensed foreign trade repository — (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 the protection of investors, or to the objectives specified in section 46A; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or to suspend payments; is about (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or under imposed on it restriction section 46E(3) or (4); or (d) the Authority considers it in the public interest to do so.
137 (2) Subject to subsections (1) and (3), the Authority may — (a) require the licensed trade repository or licensed foreign trade repository (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; the to advise (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, trade repository or licensed foreign trade repository (as the case may be) on the proper management of such of the business of the licensed trade repository or licensed foreign trade repository (as the Authority may the case may be) as determine; or licensed (c) assume control of and manage such of the business of the licensed trade repository or licensed foreign trade repository (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 licensed foreign trade repository, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the licensed foreign trade repository under subsection (2) shall only be in relation to — (a) the business or affairs of the licensed foreign trade repository carried on in, or managed in or from, Singapore; or (b) the property of trade repository located in Singapore, or reflected in the books of the licensed foreign trade repository licensed foreign the 138 in Singapore, as the case may be, in relation to its operations in Singapore.
(4) Where the Authority appoints 2 or more persons as the statutory manager of a licensed trade repository or licensed foreign trade repository, the Authority shall 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 46H(1)(da), do one or more of the following: (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 shall be 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; 139 (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 licensed trade repository or licensed foreign trade repository 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 46ZIB 46ZIC.—(1) Upon assuming control of the relevant business of a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager, as the case may be, shall 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 a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager — (a) shall manage the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) in the name of and on behalf of the licensed trade repository or licensed foreign trade repository (as the case may be); and (b) shall be deemed to be an agent of the licensed trade licensed repository or trade repository (as the case may be).
foreign (3) In managing the relevant business of a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager — 140 (a) shall take into consideration the interests of the public or the section of the public referred to in section 46ZIB(1)(c)(i), and the need to protect investors; and foreign licensed repository or (b) shall have all the duties, powers and functions of the members of the board of directors of the licensed trade repository or licensed foreign trade repository (as the case may be) (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of the licensed trade trade repository (as the case may be), including powers of delegation, in relation to the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be); but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the licensed trade repository or licensed foreign trade repository (as the case may be) under the Companies Act or the constitution of the licensed trade repository or licensed foreign trade repository (as the case may be).
(4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a licensed trade repository or licensed foreign trade repository by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the licensed trade repository or licensed foreign trade repository (as the case may be), which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the licensed trade repository or licensed foreign trade repository (as the case may be), for the person to remain in the appointment.
(5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory 141 manager is in control of the relevant business of a licensed trade repository or licensed foreign trade repository, except with the approval of the Authority, no person shall be appointed as the chief executive officer or a director of the licensed trade repository or licensed foreign trade repository (as the case may be).
(6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of a licensed trade repository or licensed foreign trade repository, the Authority may at any time, by notice in writing to the person and the licensed trade repository or licensed foreign trade repository (as the case may be), revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of a licensed trade repository or licensed foreign trade repository 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 licensed trade repository or licensed foreign trade repository (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive officer or a director of a licensed trade repository or licensed foreign trade repository in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the licensed trade 142 repository or licensed foreign trade repository (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) — (a) the act or purported act of the person shall be 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 a licensed trade repository or licensed foreign trade repository — (a) if there between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and officer, (ii) a direction or decision given by any chief director, member, executive executive officer, employee, agent or office holder, or the board of directors, of the licensed licensed foreign trade repository (as the case may be), repository or trade referred in the direction or decision sub-paragraph (i) shall, to the extent of the the conflict or direction in sub-paragraph (ii); and inconsistency, prevail over to decision referred or to (b) no person shall exercise any voting or other right attached to any share in the licensed trade repository or licensed foreign trade repository (as the case may be) in any manner that may defeat 143 or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to a licensed trade repository or licensed foreign trade repository, means the memorandum of association and articles of association of the licensed trade repository or licensed foreign trade repository (as the case may be).
Duration of control 46ZID.—(1) The Authority shall cease to be in control of the relevant business of a licensed trade repository or licensed foreign trade repository when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 46ZIB(1)(c)(i) or for the protection of investors.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of a licensed trade repository or licensed foreign trade repository on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of a licensed trade repository or 144 licensed foreign trade repository 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 46ZIB(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be).
(4) The Authority shall, 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 a licensed trade repository or licensed foreign trade repository; (b) the cessation of the Authority’s control of the relevant business of a licensed trade repository or licensed foreign trade repository; (c) the appointment of a statutory manager in relation to the relevant business of a licensed trade trade repository; and repository or licensed foreign (d) the revocation of a statutory manager’s appointment in relation to the relevant business of a licensed trade repository or licensed foreign trade repository.
145 Responsibilities of officers, member, etc., of licensed trade repository 46ZIE.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a licensed trade repository or licensed foreign trade repository — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the licensed trade repository or licensed foreign trade repository (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 licensed trade trade repository (as the case may be) which is comprised in, forms part of or relates to the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be), and which is in the person’s possession or control; and repository or licensed foreign (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the licensed trade repository or licensed foreign trade repository (as the case may be) shall 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 statutory manager’s powers, in relation to the licensed trade trade the Authority’s or repository or licensed foreign 146 repository (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), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 46ZIF.—(1) The Authority may at any time fix the remuneration and expenses to be paid by a licensed trade repository or licensed foreign trade repository — (a) to a statutory manager or statutory adviser trade appointed in relation to the licensed repository or licensed foreign trade repository (as the case may be), whether or not the appointment has been revoked; and (b) where the Authority has assumed control of the relevant business of the licensed trade repository or licensed foreign trade repository (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 147 Authority has ceased to be in control of the relevant business.
(2) The licensed trade repository or licensed foreign trade repository (as the case may be) shall reimburse the Authority any remuneration and expenses payable by the licensed trade repository or licensed foreign trade repository (as the case may be) to a statutory manager or statutory adviser.”; (d) by inserting, immediately after section 46ZL, the following Division: “Division 5 — Voluntary Transfer of Business of Licensed Trade Repository or Licensed Foreign Trade Repository Interpretation of this Division 46ZM.
In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means a licensed trade repository or licensed foreign trade repository, or a corporation which has applied or will be applying for a trade repository licence or foreign trade repository licence, to which the whole or any part of a 148 transferor’s business is, is to be or is proposed to be transferred under this Division; “transferor” means a licensed trade repository or licensed foreign trade repository 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 46ZN.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a licensed trade repository or licensed foreign trade repository) 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 a licensed trade repository or licensed foreign trade repository; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of a licensed trade repository or licensed foreign trade repository to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the the transferor prudently and comply with provisions of this Act.
(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 thereof) under this Division.

5 10 15 20 25 30 149 (5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.
(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.

(7) The Authority may require a person to furnish, within the period and in the manner specified by the the Authority, any Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.
information or document that (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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that 150 Approval of transfer 46ZO.—(1) A transferor shall 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 shall 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 shall obtain the consent of the Authority under section 46ZN(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at their for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of in the notice paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective 151 participants affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 46ZN(1)(a) to the transfer.
(5) The Court may, after taking into consideration 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 granted a trade repository licence or foreign trade repository licence by the Authority, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being granted a trade repository licence or foreign trade repository licence 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; 152 (b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the 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 — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest in the transferee, free in the case of any particular property (if the order so directs) from 153 any charge which by virtue of the transfer is to cease to have effect.
(10) No order under subsection (7) shall have 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 shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; (e) by inserting, after section 56(1), the following paragraph: immediately paragraph (d) of 154 “(da) upon the Authority exercising any power under section 81SAA(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) by repealing section 81SA and substituting the following sections: “Interpretation of sections 81SA to 81SAE 81SA.
In this section and sections 81SAA to 81SAE, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to an approved clearing house or a recognised clearing house, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved clearing house or recognised clearing house (as the case may be), or acting in an equivalent capacity in relation to the approved clearing house or recognised clearing house (as the case may be); “relevant business” means any business of an approved clearing house or a recognised clearing house — (a) which the Authority has assumed control of under section 81SAA; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 81SAA; “statutory adviser” means a statutory adviser appointed under section 81SAA; 155 “statutory manager” means a statutory manager appointed under section 81SAA.
Action by Authority if approved clearing house or recognised clearing house unable to meet obligations, etc.
81SAA.—(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 clearing house or a recognised clearing house 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; (b) an approved clearing house or a recognised clearing house becomes unable to meet its obligations, or suspends payments; insolvent, or is (c) the Authority is of the opinion that an approved clearing house or a recognised clearing house — (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 the protection of investors, or to the objectives specified in section 47; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or to suspend payments; is about (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or under imposed restriction section 51(4) or (5); or on it 156 (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 clearing house or recognised clearing house (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 the Authority may consider business as necessary; (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved clearing house or recognised clearing house (as the case may be) on the proper management of such of the business of the approved clearing house or recognised clearing house (as the case may be) as the Authority may determine; or (c) assume control of and manage such of the business of the approved clearing house or recognised clearing house (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 clearing house which 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 clearing house under subsection (2) shall only be in relation to — (a) the business or affairs of the recognised clearing house carried on in, or managed in or from, Singapore; or 157 (b) the property of the recognised clearing house located in Singapore, or reflected in the books of the recognised clearing house in Singapore, as the case may be, in relation to its operations in Singapore.
(4) Where the Authority appoints 2 or more persons as the statutory manager of an approved clearing house or a recognised clearing house, the Authority shall 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 56(1)(da), do one or more of the following: (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 shall be 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 — 158 (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 clearing house or recognised clearing house 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 thereof during which the offence continues after conviction.
Effect of assumption of control under section 81SAA 81SAB.—(1) Upon assuming control of the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager, as the case may be, shall 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 clearing house or a recognised clearing house, the Authority or statutory manager — (a) shall manage the relevant business of the approved clearing house or recognised clearing house (as the case may be) in the name of and on behalf of the approved clearing house or recognised clearing house (as the case may be); and (b) shall be deemed to be an agent of the approved clearing house or recognised clearing house (as the case may be).
159 (3) In managing the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager — (a) shall take into consideration the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i), and the need to protect investors; and (b) shall have all the duties, powers and functions of the members of the board of directors of the approved clearing house or recognised clearing house (as the case may be) (collectively and individually) under this Act, the Companies Act (Cap.
50) and the constitution of the approved clearing house or recognised clearing house (as the case may be), including powers of delegation, in relation to the relevant business of the approved clearing house or recognised clearing house (as the case may be); but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the approved clearing house or recognised clearing house (as the case may be) under the Companies Act or the constitution of the approved clearing house or recognised clearing house (as the case may be).
(4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of an approved clearing house or a recognised clearing house by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be), which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the approved clearing house or recognised clearing house (as the case may be), for the person to remain in the appointment.
160 (5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house, except with the approval of the Authority, no person shall be appointed as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be).
(6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved clearing house or a recognised clearing house, the Authority may at any time, by notice in writing to the person and the approved clearing house or recognised clearing house (as the case may be), revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
clearing (7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of an approved clearing house or a recognised under house subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be) — revoked is (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive officer or a director of an approved clearing house or a contravention of recognised clearing house in 161 subsection (5) acts or purports to act as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be) — (a) the act or purported act of the person shall be 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 clearing house or a recognised clearing house — (a) if there between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and officer, (ii) a direction or decision given by any chief executive director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved clearing house or recognised clearing house (as the case may be), referred the direction or decision in sub-paragraph (i) shall, to the extent of the the conflict or in direction sub-paragraph (ii); and inconsistency, prevail over to decision referred or to (b) no person shall exercise any voting or other right attached to any share in the approved clearing house or recognised clearing house (as the case 162 may be) in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 $15,000 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 thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to an approved clearing house or a recognised clearing house, means the memorandum of association and articles of association of the approved clearing house or recognised clearing house (as the case may be).
Duration of control 81SAC.—(1) The Authority shall cease to be in control of the relevant business of an approved clearing house or a recognised clearing house when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i) or for the protection of investors.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of an approved clearing house or a recognised clearing house on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of an approved clearing house or 163 a recognised clearing house 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be).
(4) The Authority shall, 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 clearing house or a recognised clearing house; (b) the cessation of the Authority’s control of the relevant business of an approved clearing house or a recognised clearing house; (c) the appointment of a statutory manager in relation to the relevant business of an approved clearing house or a recognised clearing house; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved clearing house or a recognised clearing house.
164 Responsibilities of officers, member, etc., of approved clearing house or recognised clearing house 81SAD.—(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved clearing house or recognised clearing house (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 clearing house or recognised clearing house (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved clearing house or recognised clearing house (as the case may be), and which is in the person’s possession or control; and (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved clearing house or recognised clearing house (as the case may be) shall 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 statutory manager’s powers, in relation to the approved clearing house or recognised clearing house (as the Authority’s or 165 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), any false or knowingly or that information or document misleading in a material particular, furnishes is recklessly 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 81SAE.—(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved clearing house or a recognised clearing house — (a) to a statutory manager or statutory adviser appointed in relation to the approved clearing house or recognised clearing house (as the case may be), whether or not the appointment has been revoked; and (b) where the Authority has assumed control of the relevant business of the approved clearing house or recognised clearing house (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 166 has ceased to be in control of the relevant business.
(2) The approved clearing house or recognised clearing house (as the case may be) shall reimburse the Authority any remuneration and expenses payable by the approved clearing house or recognised clearing house (as the case may be) to a statutory manager or statutory adviser.”; and (g) by inserting, immediately after section 81SB, the following Division: “Division 6 — Voluntary Transfer of Business of Approved Clearing House or Recognised Clearing House Interpretation of this Division 81SC.
In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means an approved clearing house or a recognised clearing house, 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 clearing house or a recognised clearing house, to which the whole or 167 any part of a transferor’s business is, is to be or is proposed to be transferred under this Division; “transferor” means an approved clearing house or a recognised clearing house 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 81SD.—(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 clearing house or a recognised clearing house) 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 clearing house or a recognised clearing house; and (c) the Court has approved the transfer.
(2) Subsection (1) is without prejudice to the right of an approved clearing house or a recognised clearing house to transfer the whole or any part of its business under any law.

(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the the transferor prudently and comply with provisions of this Act.
(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 thereof) under this Division.

5 10 15 20 25 30 168 (5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.
(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.

(7) The Authority may require a person to furnish, within the period and in the manner specified by the the Authority, any Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.
information or document that (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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that 169 Approval of transfer 81SE.—(1) A transferor shall 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 shall 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 shall obtain the consent of the Authority under section 81SD(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at their for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of in the notice paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective 170 participants affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 81SD(1)(a) to the transfer.
(5) The Court may, after taking into consideration 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 clearing house or recognised as a recognised clearing house by the Authority, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being approved as an approved clearing house or recognised as a recognised clearing house 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; 171 (b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the 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 — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest in the transferee, free in the case of any particular property (if the order so directs) from 172 any charge which by virtue of the transfer is to cease to have effect.
(10) No order under subsection (7) shall have 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 shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”.
173 (3) The Securities and Futures Act in force immediately before the date of commencement of this subsection is amended — (a) by deleting the word “registered” in paragraph (e) of the in section 124 and definition of “specified person” substituting the word “licensed”; and 5 (b) by deleting the word “registered” in paragraph (d) of the in section 129B and definition of “specified person” substituting the word “licensed”.

Amendment of Trust Companies Act 10 10.


The Trust Companies Act (Cap.
336) is amended — (a) by deleting the words “section 130A” in the definition of “advocate and solicitor” in section 2 and substituting the words “section 2(1)”; (b) by inserting, immediately after the definition of “book” in section 2, the following definition: “ “chief executive”, in relation to a licensed trust company, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the licensed trust company; and 15 20 (b) is principally the management and conduct of the business of the licensed trust company;”; responsible for 25 (c) by inserting, immediately after the definition of “director” in section 2, the following definition: 30 “ “executive officer”, in relation to a licensed trust company, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the licensed trust company; and 174 (b) is concerned with or takes part in the management of the licensed trust company on a day-to-day basis;”; (d) by inserting, after section 10(2), the following paragraph: immediately paragraph (d) of “(da) upon the Authority exercising any power under section 21C(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 licensed trust company, the Authority considers that it is in the public interest to revoke or suspend the trust business licence;”; (e) by inserting, immediately after section 21, the following Parts: “PART IIIA CONTROL OVER LICENSED TRUST COMPANY Interpretation of this Part 21A.
In requires — this Part, unless the context otherwise “business” includes affairs and property; “office holder”, in relation to a licensed trust the company, means any person acting as liquidator, the provisional liquidator, the receiver or the receiver and manager of the licensed trust company, or acting in an equivalent capacity in relation to the licensed trust company; “relevant business” means any business of a licensed trust company — (a) which the Authority has assumed control of under section 21C; or 175 (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 21C; “statutory adviser” means a statutory adviser appointed under section 21C; “statutory manager” means a statutory manager appointed under section 21C.
Information of insolvency, etc.

21B.—(1) Any licensed trust company which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
(2) Any licensed trust company 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 thereof during which the offence continues after conviction.

Action by Authority if licensed trust company unable to meet obligations, etc.
21C.—(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) a licensed trust company 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; (b) a licensed trust company becomes unable to meet its obligations, or is insolvent, or suspends payments; 176 (c) the Authority is of the opinion that a licensed trust company — (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 of the protected parties of the licensed trust company; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or to suspend payments; is about (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or restriction attached to its trust business licence; 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 licensed trust company 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; (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority trust may specify, company on the proper management of such of the business of the licensed trust company as the Authority may determine; or to advise licensed the (c) assume control of and manage such of the business of the licensed trust company as the Authority may determine, or appoint one or more persons as statutory manager to do so on such 177 terms and conditions as the Authority may specify.
(3) In the case of a licensed trust company 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 licensed trust company under subsection (2) shall only be in relation to — (a) the business or affairs of the licensed trust company carried on in, or managed in or from, Singapore; or (b) the property of the licensed trust company located in Singapore, or reflected in the books of the licensed trust company in Singapore, as the case may be, in relation to its operations in Singapore.
(4) Where the Authority appoints 2 or more persons as the statutory manager of a licensed trust company, the Authority shall 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) shall be discharged or exercised by such persons jointly; and (c) shall be discharged or exercised by a specified person or such persons.
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 10(2)(da), do one or more of the following: (a) vary or requirement of, any appointment made by or any action taken by the revoke any 178 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 shall be 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 licensed trust company 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 $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
Effect of assumption of control under section 21C 21D.—(1) Upon assuming control of the relevant business of a licensed trust company, the Authority or statutory manager, as the case may be, shall 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 a licensed trust company, the Authority or statutory manager — 179 (a) shall manage the relevant business of the licensed trust company in the name of and on behalf of the licensed trust company; and (b) shall be deemed to be an agent of the licensed trust company.
(3) In managing the relevant business of a licensed trust company, the Authority or statutory manager — (a) shall take into consideration the interests of the public or the section of the public referred to in section 21C(1)(c)(i), or of the protected parties of the licensed trust company; and trust company (collectively (b) shall have all the duties, powers and functions of the members of the board of directors of the licensed and individually) under this Act, the Companies Act (Cap.
50) and the constitution of the licensed trust company, including powers of delegation, in relation to the relevant business of the licensed trust company; but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the licensed trust company under the Companies Act or the constitution of the licensed trust company.
(4) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a licensed trust company by the Authority or statutory manager, any appointment of a person as the chief executive or a director of the licensed trust company, which was in force immediately before the assumption of control, shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the licensed trust company, for the person to remain in the appointment.
(5) Notwithstanding any written law or rule of law, during the period when the Authority or statutory 180 manager is in control of the relevant business of a licensed trust company, except with the approval of the Authority, no person shall be appointed as the chief executive or a director of the licensed trust company.
(6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive or a director of a licensed trust company, the Authority may at any time, by notice in writing to the person and the licensed trust company, revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
(7) Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive or a director of a licensed trust company is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive or a director of the licensed trust company during the period when the Authority or statutory manager is in control of the relevant business of the licensed trust company — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
(8) Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive or a director of a licensed trust company in contravention of subsection (5) acts or purports to act as the chief executive or a director of the licensed trust company during the period when the Authority or statutory manager is in control of the relevant business of the licensed trust company — (a) the act or purported act of the person shall be invalid and of no effect; and (b) the person shall be guilty of an offence.
181 (9) During the period when the Authority or statutory manager is in control of the relevant business of a licensed trust company — (a) if there between — is any conflict or inconsistency (i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and (ii) a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office holder, or the board of directors, of the licensed trust company, referred the direction or decision in sub-paragraph (i) shall, to the extent of the the conflict or direction in sub-paragraph (ii); and inconsistency, prevail over to decision referred or to (b) no person shall exercise any voting or other right attached to any share in the licensed trust company in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be 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 $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 thereof during which the offence continues after conviction.
(11) In this section, “constitution”, in relation to a licensed trust company, means the memorandum of 182 association and articles of association of the licensed trust company.
Duration of control 21E.—(1) The Authority shall cease to be in control of the relevant business of a licensed trust company when the Authority is satisfied that — (a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 21C(1)(c)(i) or for the protection of the protected parties of the licensed trust company.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of a licensed trust company on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of a licensed trust company 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) it is no longer necessary in the interests of the public or the section of the public referred to in section 21C(1)(c)(i) or for the protection of the protected parties of the licensed trust company; or (b) on any other ground, and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the licensed trust company.
183 (4) The Authority shall, 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 a licensed trust company; (b) the cessation of the Authority’s control of the relevant business of a licensed trust company; (c) the appointment of a statutory manager in relation to the relevant business of a licensed trust company; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of a licensed trust company.
Responsibilities of officers, member, etc., of licensed trust company 21F.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a licensed trust company — (a) the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the licensed trust company 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 licensed trust company which is comprised in, forms part of or relates to trust the relevant business of licensed company, and which the person’s is possession or control; and the in (b) any person who has ceased to be or who is still any chief executive, director, member, executive 184 officer, employee, agent, banker, auditor or office holder of, or trustee for, the licensed trust company shall 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 licensed trust company, within such time and in the such manner as may be specified by 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), any false or knowingly or information or document that misleading in a material particular, furnishes is recklessly 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 thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases 21G.—(1) The Authority may at any time fix the remuneration and expenses to be paid by a licensed trust company — (a) to a statutory manager or statutory adviser appointed trust company, whether or not the appointment has been revoked; and in relation licensed the to 185 (b) where the Authority has assumed control of the relevant business of the licensed trust company, to the Authority and any person appointed by the Authority under section 73 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 licensed trust company shall reimburse the Authority any remuneration and expenses payable by the licensed trust company to a statutory manager or statutory adviser.

PART IIIB VOLUNTARY TRANSFER OF BUSINESS Interpretation of this Part 21H.

In requires — this Part, unless the context otherwise “business” includes affairs, property, right, obligation and liability; “Court” means the High Court or a Judge thereof; “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 includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means a licensed trust company, or a corporation which has applied or will be applying for a trust business licence, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Part; 186 “transferor” means a licensed trust company the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Part.
Voluntary transfer of business 21I.—(1) A transferor may transfer the whole or any part of its business (including any business that is not trust business) to a transferee, if — (a) the Authority has consented to the transfer; (b) the transfer involves the whole or any part of the trust business of the transferor; and (c) the Court has approved the transfer.

(2) Subsection (1) is without prejudice to the right of a licensed trust company to transfer the whole or any part of its business under any law.
(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that — (a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.

(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 thereof) under this Part.
(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.

(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
187 (7) The Authority may require a person to furnish, within the period and in the manner specified by the the Authority, any Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Part.
information or document that (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 $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 thereof during which the offence continues after conviction.
(9) Where a person claims, before furnishing the Authority with any information or document that he is required the to furnish under subsection (7), information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
that Approval of transfer 21J.—(1) A transferor shall 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 Part.
(2) Before making an application under subsection (1) — 188 (a) the transferor shall lodge with the Authority a report setting out such details of the transfer and the furnish such supporting documents as Authority may specify; (b) the transferor shall obtain the consent of the Authority under section 21I(1)(a); (c) the transferor and the transferee shall, if they intend to serve on their respective protected parties a summary of the transfer, obtain the Authority’s approval of the summary; the after (d) the transferor shall, at least 15 days before the application is made but not earlier than one month in report 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; referred to in Singapore, respective offices (e) the transferor and the transferee shall keep at their for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the in the notice publication of paragraph (d) in the Gazette; and referred to (f) unless the Court directs otherwise, the transferor and the transferee shall serve on their respective protected parties affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the Authority under paragraph (c).
transfer approved by the (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — 189 (a) shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.

(4) The Court shall not approve the transfer if the Authority has not consented under section 21I(1)(a) to the transfer.
(5) The Court may, after taking into consideration 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 granted a trust business licence by the Authority, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being granted a trust business licence 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 interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; 190 (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 — (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 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 thereof) of the transferor specified in the order shall be transferred to and vest 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) shall have 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 191 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 shall 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 concerned with the registration or recording of dealings in that land.
(13) A transferor or transferee which contravenes 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 thereof during which the offence continues after conviction.”; (f) by inserting, immediately after the words “one half of” in section 69(1), the words “the amount of”; (g) by inserting, immediately after subsection (1) of section 69, the following subsection: “(1A) The Authority may, in its discretion, compound any offence under this Act (including an offence under a provision which has been repealed) which — (a) was compoundable under this section at the time the offence was committed; but (b) has ceased to be so compoundable, 192 by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed it was committed.”; that offence at time the for (h) by deleting the words “such sum of money” in section 69(2) and substituting the words “the sum of money referred to in subsection (1) or (1A)”; (i) by deleting subsection (4) of section 69 and substituting the following subsection: “(4) All sums collected by the Authority under subsection (1) or (1A) shall be paid into the Consolidated Fund.”; (j) by deleting subsection (8) of section 74 and substituting the following subsection: “(8) It shall not be necessary to publish any code, guideline, policy statement, practice note or no-action letter issued under this section in the Gazette.”; and (k) by deleting subsection (4) of section 76 and substituting the following subsection: “(4) It shall not be necessary to publish any direction issued under subsection (1) in the Gazette.”.
Savings and transitional provision 11.

For a period of 2 years after the date of commencement of any provision of this Act, the Minister may, by regulations, prescribe such provisions of a savings or transitional nature consequent on the enactment of that provision as he may consider necessary or expedient.

5 10 15 20 25 193 EXPLANATORY STATEMENT This Bill seeks to amend various Acts relating to, or in connection with, the regulation of financial institutions, financial entities or financial instruments.
Clause 1 relates to the short title and commencement.

Clause 2 makes various amendments to the Banking Act (Cap.

19).

Clause 2(a) amends section 20(1)(b) and (7) of the Banking Act, as Divisions 2, 3 and 4 of Part VIIA of that Act will be repealed (by clause 2(h)) and replaced by the new Divisions 2, 3 and 4 of Part IVB of the Monetary Authority of Singapore Act (Cap.

186) to be inserted by the Monetary Authority of Singapore (Amendment) Bill 2013 (the MAS Bill).
Clause 2(b) and (c) inserts new sections 38(7A) and 39(7A) into the Banking Act to provide for the financial penalties collected by the Authority under sections 38(7) and 39(7) of that Act to be paid into the Consolidated Fund.

Clause 2(d) amends section 48 of the Banking Act to make a contravention of that section an offence, independently of section 71 of that Act.

Clause 2(e) repeals and re-enacts section 54, and repeals sections 54A and 54B, of the Banking Act.
Sections 54 and 54A are repealed, as those sections will be replaced by the new sections 30AAO and 30AAP of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill).

Section 54B is repealed, as that section will be replaced by the re-enacted section 54.

The re- enacted section 54 prohibits a bank in Singapore from permitting a person to act as its director or executive officer, without the prior written consent of the Authority, in certain circumstances.
The re-enacted section 54 also provides for the removal of a director or an executive officer of a bank in Singapore from his office or employment in certain circumstances.

Clause 2(f) replaces section 55(4) of the Banking Act.

Instead of deeming any notice in writing issued under the Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such notice in writing to be published in the Gazette to have legal effect.
Clause 2(g) replaces the Part heading to Part VIIA of the Banking Act as a consequence of the repeal of Divisions 2, 3 and 4 of that Part (by clause 2(h)).

Clause 2(h) repeals Divisions 2, 3 and 4 of Part VIIA of the Banking Act, as those Divisions will be replaced by the new Divisions 2, 3 and 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill).
Clause 2(i) repeals section 55O of the Banking Act, as that section will be replaced by the new section 30AAZM of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill).

Clause 2(j) replaces section 57D(2) of the Banking Act.

Instead of deeming any direction issued under section 57D(1) of that Act not to be subsidiary 194 legislation, the amendment provides that it will not be necessary for any such direction to be published in the Gazette to have legal effect.
Clause 2(k) repeals section 65 of the Banking Act, as that section will be replaced by the re-enacted section 54 of that Act.
Clause 2(l), (m) and (n) amends section 69 of the Banking Act — (a) to enable the Authority to compound — (i) offences under provisions of that Act that have been repealed; and (ii) offences under that Act that were compoundable when the to be offences were committed, but have compoundable; ceased (b) to provide for all composition sums collected by the Authority to be paid into the Consolidated Fund; and (c) to make certain technical changes.
Clause 2(o), (p) and (q) makes amendments to section 74(1) of the Banking Act that are consequential to the changes made by clause 2(b), (c) and (r).

Clause 2(r) inserts new section 74(1A) into the Banking Act to enable the Authority to recover on behalf of the Government any financial penalty imposed under section 38(7) or 39(7) on a bank as though the financial penalty were a debt due to the Authority.
Clause 2(s) replaces items 4A, 4B and 4C of Part II of the Third Schedule to the Banking Act and inserts new item 4D into that Part of that Schedule, as Divisions 2, 3 and 4 of Part VIIA of that Act will be repealed (by clause 2(h)) and replaced by the new Divisions 2, 3 and 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill).

Clause 3 makes various amendments to the Business Trusts Act (Cap.

31A).
31A).

Clause 3(a) makes a technical amendment to the definition of “advocate and solicitor” in section 2 of the Business Trusts Act to update the cross-reference therein to the Legal Profession Act (Cap.

161), which was amended by the Legal Profession (Amendment) Act 2008 (Act 19 of 2008).

Clause 3(b) replaces section 26(5) of the Business Trusts Act.
Instead of deeming any written direction issued under section 26 of that Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such written direction to be published in the Gazette to have legal effect.

Clause 3(c) replaces section 98(8) of the Business Trusts Act.
Instead of deeming any code, guideline or no-action letter issued under section 98 of that Act not to be subsidiary legislation, the amendment provides that it will not be 195 necessary for any such code, guideline or no-action letter to be published in the Gazette to have legal effect.
Clause 3(d) repeals and re-enacts section 111 of the Business Trusts Act — (a) to enable the Authority to compound — (i) offences under provisions of that Act that have been repealed; and (ii) offences under that Act that were compoundable when the to be offences were committed, but have compoundable; ceased (b) to provide that on payment of the composition sum, no further proceedings will be taken against the person who paid that sum in respect of the compounded offence; (c) to empower the Authority to make regulations, independently of section 114 of that Act, to prescribe the offences which may be compounded; and (d) to provide for all composition sums collected by the Authority to be paid into the Consolidated Fund.
Clause 4 makes amendments to section 145(6) of the Companies Act (Cap.

50) that are consequential to — (a) the replacement of section 54B of the Banking Act with the re-enacted section 54 of that Act (by clause 2(e)); (b) the insertion of the new section 30AAI of the Monetary Authority of Singapore Act (by the MAS Bill); (c) the insertion of the new section 12A of the Money-changing and Remittance Businesses Act (Cap.
187) (by clause 7(a)); and (d) the insertion of the new section 292A of the Securities and Futures Act (Cap.

289) (by clause 9(1)(s)).

Clause 5 makes various amendments to the Finance Companies Act (Cap.

108).

Clause 5(a), (b) and (c) amends section 2 of the Finance Companies Act by inserting new definitions for the terms “chief executive”, “executive officer” and “licence”.
Clause 5(d) replaces section 15(1)(c)(ii) of the Finance Companies Act to enable the Authority to revoke the licence of a finance company if, upon the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) in relation to the finance company, the Authority considers that it is in the public interest to revoke the licence.
196 Clause 5(e) amends section 30(2)(d) of the Finance Companies Act to align the terminology used in that provision with the terminology to be used elsewhere in that Act (as amended by clause 5).

Clause 5(f) replaces section 30(3) of the Finance Companies Act.

Instead of deeming any notice in writing issued under that Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such notice in writing to be published in the Gazette to have legal effect.
Clause 5(g) and (h) repeals and re-enacts sections 34 to 39 of, and inserts new section 34A into, the Finance Companies Act.

The re-enacted section 34 requires a finance company which is distressed or insolvent to immediately inform the Authority of that fact.

The new section 34A defines certain terms used in the new sections 34A to 39.
The re-enacted section 35 empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on a finance company; (b) appoint a statutory adviser to advise a finance company on the proper management of its business; or (c) assume control of and manage the business of a finance company, or appoint a statutory manager to do so.
The re-enacted section 36 sets out the effects of an assumption of control of the relevant business of a finance company by the Authority or a statutory manager, including the powers exercisable by the Authority or statutory manager, and the status of the chief executive or a director of the finance company.
The re-enacted section 37 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 a finance company.

The re-enacted section 38 requires the present or former holders of certain appointments in, or in relation to, a finance company to provide the Authority or a statutory manager with certain documents or information relating to the finance company.
The re-enacted section 39 empowers the Authority to fix the remuneration and expenses to be paid by a finance company to a statutory manager, a statutory adviser or the Authority.

Clause 5(i) inserts new Part VIA (comprising new sections 39A, 39B and 39C) into the Finance Companies Act to provide for the voluntary transfer of the business of a finance company.

The new section 39A defines certain terms used in the new Part VIA.
A finance company may transfer the whole or part of its 197 business (including any business that is not financing business) to a transferee, if the new sections 39B and 39C are complied with and the High Court has approved the transfer.

The new sections 39B and 39C do not affect the voluntary transfer of any business of a finance company under any other written law or under an agreement.
Clause 5(j) repeals section 45 of the Finance Companies Act, as that section will be replaced by the new section 30AAO of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill).

Clause 5(k) repeals and re-enacts section 47 of the Finance Companies Act.

The re-enacted section 47 prohibits a finance company from permitting a person to act as its director or executive officer, without the prior written consent of the Authority, in certain circumstances.
The re-enacted section 47 also provides for the removal of a director or an executive officer of a finance company from his office or employment in certain circumstances.

Clause 5(l) deletes section 48(2) of the Finance Companies Act, as that provision will be replaced by the new section 48A of that Act (to be inserted by clause 5(m)).

Clause 5(m) inserts new sections 48A and 48B into the Finance Companies Act.

The new section 48A provides for the composition of offences under the Finance Companies Act.
Among other things, the new section 48A — (a) enables the Authority to compound — (i) offences under provisions of the Finance Companies Act that have been repealed; and (ii) offences under that Act that were compoundable when the to be offences were committed, but have compoundable; ceased (b) provides that on payment of the composition sum, no further proceedings will be taken against the person who paid that sum in respect of the compounded offence; (c) empowers the Authority to make regulations, independently of section 57 of that Act, to prescribe the offences which may be compounded; and (d) provides for all composition sums collected by the Authority to be paid into the Consolidated Fund.
The new section 48B enables the Authority to recover certain specified amounts from a finance company as civil debts due to the Authority.

198 Clause 5(n) amends section 54(1) of the Finance Companies Act to clarify that section 54(1) does not detract from the new Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill).

Clause 6 amends section 29D of the Government Securities Act (Cap.

121A).
121A).

Clause 6(a) inserts new section 29D(3A) into the Government Securities Act to provide for the financial penalties collected by the Authority under section 29D(3) of that Act to be paid into the Consolidated Fund.

Clause 6(b) replaces section 29D(9) of the Government Securities Act to enable the Authority to recover on behalf of the Government any financial penalty ordered under section 29D(3) of that Act as though the financial penalty were a debt due to the Authority.
Clause 7 amends the Money-changing and Remittance Businesses Act.

Clause 7(a) inserts new section 12A the Money-changing and Remittance Businesses Act to provide for the removal of a partner, a director or an executive officer of a licensee under that Act from his office or employment in certain circumstances.
into Clause 7(b), (c) and (d) amends section 29 of the Money-changing and Remittance Businesses Act — (a) to enable the Authority to compound — (i) offences under provisions of that Act that have been repealed; and (ii) offences under that Act that were compoundable when the to be offences were committed, but have compoundable; ceased (b) to provide for all composition sums collected by the Authority to be paid into the Consolidated Fund; and (c) to make certain technical changes.
Clause 8 makes various amendments to the Payment Systems (Oversight) Act (Cap.

222A).

Clause 8(a) amends section 2(1) of the Payment Systems (Oversight) Act by inserting a new definition for the term “executive officer”.

Clause 8(b), (c) and (d) amends section 22 of the Payment Systems (Oversight) Act to provide for the removal of a director or an executive officer of an operator or a settlement institution of a designated payment system from his office or employment in certain circumstances.
Clause 8(e) inserts new sections 28A to 28D into the Payment Systems (Oversight) Act.

199 The new section 28A requires the present or former holders of certain appointments in, or in relation to, an operator or a settlement institution of a designated payment system to provide the Authority, or a person directed by the Authority under section 28(1)(c) of the Payment Systems (Oversight) Act, with certain documents or information relating to the operator or settlement institution.
The new section 28B defines certain terms used in the new sections 28B, 28C and 28D.

The new sections 28C and 28D provide for the voluntary transfer of the business of an operator or a settlement institution of a designated payment system.
An operator or a settlement institution of a designated payment system may transfer the whole or part of its business (including any business that is not the usual business of an operator or a settlement institution of a designated payment system) to a transferee, if the new sections 28C and 28D are complied with and the High Court has approved the transfer.
The new sections 28C and 28D do not affect the voluntary transfer of any business of an operator or a settlement institution of a designated payment system under any other written law or under an agreement.
Clause 8(f), (g), (h) and (i) amends section 50 of the Payment Systems (Oversight) Act — (a) to enable the Authority to compound — (i) offences under provisions of that Act that have been repealed; and (ii) offences under that Act that were compoundable when the to be offences were committed, but have compoundable; ceased (b) to provide for all composition sums collected by the Authority to be paid into the Consolidated Fund; and (c) to make certain technical changes.
Clause 8(j) repeals and re-enacts section 55 of the Payment Systems (Oversight) Act.

Instead of deeming any written direction or notice in writing given by the Authority under the Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such written direction or notice in writing to be published in the Gazette to have legal effect.

Clause 8(k) replaces section 57(7) of the Payment Systems (Oversight) Act.
Instead of deeming any code, guideline, policy statement or practice note issued under section 57 of that Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such code, guideline, policy statement or practice note to be published in the Gazette to have legal effect.
200 Clause 9(1) makes various amendments to the Securities and Futures Act, while clause 9(2) and (3) makes changes to that Act as amended by sections 6, 7 and 27 of the Securities and Futures (Amendment) Act 2012 (Act 34 of 2012).

Clause 9(1)(a) amends section 2(1) of the Securities and Futures Act by inserting a new definition for the term “executive officer”.
Clause 9(1)(b) inserts new section 13(1)(da) into the Securities and Futures Act to enable the Authority to revoke the approval or recognition of a corporation as an approved exchange or a recognised market operator (as the case may be) if, upon the Authority exercising any power under the new section 44B(2) of that Act (to be inserted by clause 9(1)(d)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) 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).
Clause 9(1)(c) repeals section 31 of the Securities and Futures Act, as that section will be replaced by the new sections 44A to 44F of that Act (to be inserted by clause 9(1)(d)).

Clause 9(1)(d) inserts new sections 44A to 44F into the Securities and Futures Act.

The new section 44A defines certain terms used in the new sections 44A to 44F.
The new section 44B 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; or (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 44C 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 44D 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.
201 The new section 44E 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.
The new section 44F 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.

Clause 9(1)(e) inserts a new Division 5 (comprising new sections 46AA, 46AAA and 46AAB) into Part II of the Securities and Futures Act to provide for the voluntary transfer of the business of an approved exchange or a recognised market operator.
The new section 46AA defines certain terms used in the new Division 5 of Part II.

An approved exchange or a recognised market operator may transfer the whole or 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 46AAA and 46AAB are complied with and the High Court has approved the transfer.
The new sections 46AAA and 46AAB do not affect the voluntary transfer of any business of an approved exchange or a recognised market operator under any other written law or under an agreement.
Clause 9(1)(f) inserts new section 81Z(1)(da) into the Securities and Futures Act to enable the Authority to revoke the approval of a corporation as an approved holding company if, upon the Authority exercising any power under the new section 81ZGC(2) of that Act (to be inserted by clause 9(1)(g)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) in relation to the corporation, the Authority considers that it is in the public interest to revoke the approval.
Clause 9(1)(g) inserts new sections 81ZGA to 81ZGG into the Securities and Futures Act.

The new section 81ZGA requires an approved holding company which is distressed or insolvent to immediately inform the Authority of that fact.

The new section 81ZGB defines certain terms used in the new sections 81ZGB to 81ZGG.
The new section 81ZGC empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on an approved holding company; (b) appoint a statutory adviser to advise an approved holding company on the proper management of its business; or (c) assume control of and manage the business of an approved holding company, or appoint a statutory manager to do so.
202 The new section 81ZGD sets out the effects of an assumption of control of the relevant business of an approved holding company 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 holding company.
The new section 81ZGE 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 holding company.

The new section 81ZGF requires the present or former holders of certain appointments in, or in relation to, an approved holding company to provide the Authority or a statutory manager with certain documents or information relating to the approved holding company.
The new section 81ZGG empowers the Authority to fix the remuneration and expenses to be paid by an approved holding company to a statutory manager, a statutory adviser or the Authority.

Clause 9(1)(h) inserts a new Division 3 (comprising new sections 81ZM, 81ZN and 81ZO) into Part IIIA of the Securities and Futures Act to provide for the voluntary transfer of the business of an approved holding company.

The new section 81ZM defines certain terms used in the new Division 3 of Part IIIA.
An approved holding company may transfer the whole or part of its business (including any business that is not the usual business of an approved holding company) to a transferee, if the new sections 81ZN and 81ZO are complied with and the High Court has approved the transfer.

The new sections 81ZN and 81ZO do not affect the voluntary transfer of any business of an approved holding company under any other written law or under an agreement.
Clause 9(1)(i) inserts new section 95(2)(ea) into the Securities and Futures Act to enable the Authority to revoke a capital markets services licence if, upon the Authority exercising any power under the new section 97E(2) of that Act (to be inserted by clause 9(1)(p)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) in relation to the holder of the licence, the Authority considers that it is in the public interest to revoke the licence.
Clause 9(1)(j), (k), (l), (m), (n) and (o) amends section 97 of the Securities and Futures Act — (a) to prohibit a holder of a capital markets services licence from permitting a person to act as its director or executive officer, without the prior written consent of the Authority, in certain circumstances; and (b) to provide for the removal of a director or an executive officer of a holder of a capital markets services licence from his office or employment in certain circumstances.
203 Clause 9(1)(p) inserts new sections 97C to 97I into the Securities and Futures Act.

The new section 97C requires a holder of a capital markets services licence which is distressed or insolvent to immediately inform the Authority of that fact.

The new section 97D defines certain terms used in the new sections 97D to 97I.
The new section 97E empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on a holder of a capital markets services licence; (b) appoint a statutory adviser to advise a holder of a capital markets services licence on the proper management of its business; or (c) assume control of and manage the business of a holder of a capital markets services licence, or appoint a statutory manager to do so.
The new section 97F sets out the effects of an assumption of control of the relevant business of a holder of a capital markets services licence 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 holder.
The new section 97G 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 a holder of a capital markets services licence.
The new section 97H requires the persons who presently hold or formerly held certain appointments in, or in relation to, a holder of a capital markets services licence to provide the Authority or a statutory manager with certain documents or information relating to the holder of the capital markets services licence.
The new section 97I empowers the Authority to fix the remuneration and expenses to be paid by a holder of a capital markets services licence to a statutory manager, a statutory adviser or the Authority.

Clause 9(1)(q) inserts a new Division 1A (comprising new sections 99AA, 99AB and 99AC) into Part IV of the Securities and Futures Act to provide for the voluntary transfer of the business of a holder of a capital markets services licence.
The new section 99A defines certain terms used in the new Division 1A of Part IV.

A holder of a capital markets services licence may transfer the whole or part of its business (including any business that is not the usual business of a holder of a capital markets services licence) to a transferee, if the new sections 99AB and 99AC are complied with and the High Court has approved the transfer.
The new sections 99AB and 99AC do not affect the voluntary transfer of any business of a holder of a capital markets services licence under any other written law or under an agreement.
204 Clause 9(1)(r) inserts new section 289(4A) into the Securities and Futures Act to enable the Authority to revoke the approval granted to an approved trustee under section 289 of that Act, and to direct the manager for the collective investment scheme or schemes, which the approved trustee was acting for, to appoint a new trustee for the scheme or schemes.
The Authority may do this where, upon the Authority exercising any power under the new section 292D(2) of that Act (to be inserted by clause 9(1)(s)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) in relation to the approved trustee, the Authority considers that it is in the public interest to do so.

Clause 9(1)(s) inserts new sections 292A to 292H into the Securities and Futures Act.
The new section 292A prohibits an approved trustee from permitting a person to act as its director or executive officer, without the prior written consent of the Authority, in certain circumstances.

The section also provides for the removal of a director or an executive officer of an approved trustee from his office or employment in certain circumstances.

The new section 292B requires an approved trustee which is distressed or insolvent to immediately inform the Authority of that fact.
The new section 292C defines certain terms used in the new sections 292C to 292H.

The new section 292D empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on an approved trustee; (b) appoint a statutory adviser to advise an approved trustee on the proper management of its business; or (c) assume control of and manage the business of an approved trustee, or appoint a statutory manager to do so.
The new section 292E sets out the effects of an assumption of control of the relevant business of an approved trustee 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 trustee.
The new section 292F 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 trustee.

The new section 292G requires the present or former holders of certain appointments in, or in relation to, an approved trustee to provide the Authority or a statutory manager with certain documents or information relating to the approved trustee.
205 The new section 292H empowers the Authority to fix the remuneration and expenses to be paid by an approved trustee to a statutory manager, a statutory adviser or the Authority.

inserts Clause 9(1)(t) a new Subdivision (2A) (comprising new sections 295D, 295E and 295F) into Division 2 of Part XIII of the Securities and Futures Act to provide for the voluntary transfer of the business of an approved trustee.
The new section 295D defines certain terms used in the new Subdivision (2A) of Division 2 of Part XIII.

An approved trustee may transfer the whole or part of its business (including any business that is not the usual business of an approved trustee) to a transferee, if the new sections 295E and 295F are complied with and the High Court has approved the transfer.
The new sections 295E and 295F do not affect the voluntary transfer of any business of an approved trustee under any other written law or under an agreement.
Clause 9(2)(a) inserts new section 46H(1)(da) into the Securities and Futures Act (as amended by section 6 of the Securities and Futures (Amendment) Act 2012) to enable the Authority to revoke a trade repository licence or foreign trade repository licence granted to a corporation if, upon the Authority exercising any power under the new section 46ZIB(2) of the Securities and Futures Act (to be inserted by clause 9(2)(c)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) in relation to the corporation, the Authority considers that it is in the public interest to revoke the trade repository licence or foreign trade repository licence (as the case may be).
Clause 9(2)(b) repeals section 46W of the Securities and Futures Act (as amended by section 6 of the Securities and Futures (Amendment) Act 2012), as that section will be replaced by the new sections 46ZIA to 46ZIF of the Securities and Futures Act (to be inserted by clause 9(2)(c)).

Clause 9(2)(c) inserts new sections 46ZIA to 46ZIF into the Securities and the Securities and Futures Futures Act (as amended by section 6 of (Amendment) Act 2012).
The new section 46ZIA defines certain terms used in the new sections 46ZIA to 46ZIF.
The new section 46ZIB empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on a licensed trade repository or licensed foreign trade repository; (b) appoint a statutory adviser to advise a licensed trade repository or licensed foreign trade repository on the proper management of its business; or 206 (c) assume control of and manage the business of a licensed trade repository or licensed foreign trade repository, or appoint a statutory manager to do so.
The new section 46ZIC sets out the effects of an assumption of control of the relevant business of a licensed trade repository or licensed foreign trade repository 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 licensed trade repository or licensed foreign trade repository.
The new section 46ZID 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 a licensed trade repository or licensed foreign trade repository.
The new section 46ZIE requires the present or former holders of certain appointments in, or in relation to, a licensed trade repository or licensed foreign trade repository to provide the Authority or a statutory manager with certain documents or information relating to the licensed trade repository or licensed foreign trade repository.
The new section 46ZIF empowers the Authority to fix the remuneration and expenses to be paid by a licensed trade repository or licensed foreign trade repository to a statutory manager, a statutory adviser or the Authority.
Clause 9(2)(d) inserts a new Division 5 (comprising new sections 46ZM, 46ZN and 46ZO) into Part IIA of the Securities and Futures Act (as amended by section 6 of the Securities and Futures (Amendment) Act 2012) to provide for the voluntary transfer of the business of a licensed trade repository or licensed foreign trade repository.

The new section 46ZM defines certain terms used in the new Division 5 of Part IIA.
A licensed trade repository or licensed foreign trade repository may transfer the whole or part of its business (including any business that is not the usual business of a licensed trade repository or licensed foreign trade repository) to a transferee, if the new sections 46ZN and 46ZO are complied with and the High Court has approved the transfer.
The new sections 46ZN and 46ZO do not affect the voluntary transfer of any business of a licensed trade repository or licensed foreign trade repository under any other written law or under an agreement.
Clause 9(2)(e) inserts new section 56(1)(da) into the Securities and Futures Act (as amended by section 7 of the Securities and Futures (Amendment) Act 2012) to enable the Authority to revoke the approval or recognition of a corporation as an approved clearing house or a recognised clearing house (as the case may be) if, upon the Authority exercising any power under the new section 81SAA(2) of the Securities and Futures Act (to be inserted by clause 9(2)(f)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by 207 the MAS Bill) 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).
Clause 9(2)(f) repeals and re-enacts section 81SA of, and inserts new sections 81SAA to 81SAE into, the Securities and Futures Act (as amended by section 7 of the Securities and Futures (Amendment) Act 2012).

The new section 81SA defines certain terms used in the new sections 81SAA to 81SAE.
The new section 81SAA empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on an approved clearing house or a recognised clearing house; (b) appoint a statutory adviser to advise an approved clearing house or a recognised clearing house on the proper management of its business; or (c) assume control of and manage the business of an approved clearing house or a recognised clearing house, or appoint a statutory manager to do so.
The new section 81SAB sets out the effects of an assumption of control of the relevant business of an approved clearing house or a recognised clearing house 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 clearing house or recognised clearing house.
The new section 81SAC 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 clearing house or a recognised clearing house.
The new section 81SAD requires the present or former holders of certain appointments in, or in relation to, an approved clearing house or a recognised clearing house to provide the Authority or a statutory manager with certain documents or information relating to the approved clearing house or recognised clearing house.
The new section 81SAE empowers the Authority to fix the remuneration and expenses to be paid by an approved clearing house or a recognised clearing house to a statutory manager, a statutory adviser or the Authority.
Clause 9(2)(g) inserts a new Division 6 (comprising new sections 81SC, 81SD and 81SE) into Part III of the Securities and Futures Act (as amended by section 7 of the Securities and Futures (Amendment) Act 2012) to provide for the voluntary transfer of the business of an approved clearing house or a recognised clearing house.

The new section 81SC defines certain terms used in the new Division 6 of Part III.
An approved clearing house or a recognised clearing house may transfer the whole or part of its business (including any 208 business that is not the usual business of an approved clearing house or a recognised clearing house) to a transferee, if the new sections 81SD and 81SE are complied with and the High Court has approved the transfer.
The new sections 81SD and 81SE do not affect the voluntary transfer of any business of an approved clearing house or a recognised clearing house under any other written law or under an agreement.

Clause 9(3) amends the definitions of the term “specified person” in sections 124 and 129B of the Securities and Futures Act (as amended by section 27 of the Securities and Futures (Amendment) Act 2012).
These amendments are consequential to changes, to be made by the Insurance (Amendment) Bill 2013, to the manner in which insurers are regulated under the Insurance Act (Cap.

142).

Clause 10 makes various changes to the Trust Companies Act (Cap.

336).

Clause 10(a) makes a technical amendment to the definition of “advocate and solicitor” in section 2 of the Trust Companies Act to update the cross-reference therein to the Legal Profession Act, which was amended by the Legal Profession (Amendment) Act 2008.
Clause 10(b) and (c) amends section 2 of the Trust Companies Act by inserting new definitions for the terms “chief executive” and “executive officer”.
Clause 10(d) inserts new section 10(2)(da) into the Trust Companies Act to enable the Authority to revoke or suspend the trust business licence of a licensed trust company if, upon the Authority exercising any power under the new section 21C(2) of that Act (to be inserted by clause 10(e)) or the Minister exercising any power under the new Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (to be inserted by the MAS Bill) in relation to the licensed trust company, the Authority considers that it is in the public interest to revoke or suspend the trust business licence.
Clause 10(e) inserts new Parts IIIA and IIIB into the Trust Companies Act.

The new Part IIIA (comprising new sections 21A to 21G) empowers the Authority to exercise certain forms of control over a licensed trust company in certain circumstances.

The new section 21A defines certain terms used in the new Part IIIA.

The new section 21B requires a licensed trust company which is distressed or insolvent to immediately inform the Authority of that fact.
The new section 21C empowers the Authority to do one or more of the following in certain circumstances: (a) impose requirements on a licensed trust company; (b) appoint a statutory adviser to advise a licensed trust company on the proper management of its business; or 209 (c) assume control of and manage the business of a licensed trust company, or appoint a statutory manager to do so.
The new section 21D sets out the effects of an assumption of control of the relevant business of a licensed trust company by the Authority or a statutory manager, including the powers exercisable by the Authority or statutory manager, and the status of the chief executive or a director of the licensed trust company.
The new section 21E 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 a licensed trust company.

The new section 21F requires the present or former holders of certain appointments in, or in relation to, a licensed trust company to provide the Authority or a statutory manager with certain documents or information relating to the licensed trust company.
The new section 21G empowers the Authority to fix the remuneration and expenses to be paid by a licensed trust company to a statutory manager, a statutory adviser or the Authority.

The new Part IIIB (comprising new sections 21H, 21I and 21J) provides for the voluntary transfer of the business of a licensed trust company.

The new section 21H defines certain terms used in the new Part IIIB.
A licensed trust company may transfer the whole or part of its business (including any business that is not trust business) to a transferee, if the new sections 21I and 21J are complied with and the High Court has approved the transfer.

The new sections 21I and 21J do not affect the voluntary transfer of any business of a licensed trust company under any other written law or under an agreement.
Clause 10(f), (g), (h) and (i) amends section 69 of the Trust Companies Act — (a) to enable the Authority to compound — (i) offences under provisions of that Act that have been repealed; and (ii) offences under that Act that were compoundable when the to be offences were committed, but have compoundable; ceased (b) to provide for all composition sums collected by the Authority to be paid into the Consolidated Fund; and (c) to make certain technical changes.
210 Clause 10(j) replaces section 74(8) of the Trust Companies Act.

Instead of deeming any code, guideline, policy statement, practice note or no-action letter issued under section 74 of that Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such code, guideline, policy statement, practice note or no-action letter to be published in the Gazette to have legal effect.

Clause 10(k) replaces section 76(4) of the Trust Companies Act.
Instead of deeming any direction issued under section 76(1) of that Act not to be subsidiary legislation, the amendment provides that it will not be necessary for any such direction to be published in the Gazette to have legal effect.

Clause 11 empowers the Minister to make regulations of a savings and transitional nature.

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